This is the Primary Document downloaded from EDGAR on 12/12/2014 9:15:20 PM EST for EFDID 47048 and Accession Number 0001536050-12-000007.

SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Expires: August 31, 2015
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001536050
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
GMI-MUELLER HOSPITALITY, LP
Jurisdiction of Incorporation/Organization
TEXAS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2011
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GMI-MUELLER HOSPITALITY, LP
Street Address 1 Street Address 2
17330 PRESTON ROAD, SUITE 210B
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
DALLAS TEXAS 75252 972-759-8725

3. Related Persons

Last Name First Name Middle Name
Glass William P.
Street Address 1 Street Address 2
17330 PRESTON ROAD, SUITE 210B
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75252
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Gentry Mills Capital, LLC, which is owned by William P. Glass, owns the general partner of the issuer and is the initial limited partner of the issuer.
Last Name First Name Middle Name
Palmer Scott
Street Address 1 Street Address 2
17330 PRESTON ROAD, SUITE 210B
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75252
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Glass and Scott Palmer will share equally in all net profits that may be derived by Gentry Mills Capital, LLC in connection with this offering, including its ownership of the general partner and its initial limited partner interest.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
X Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2011-11-21    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
MF Long II 1778299
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial 14503
Street Address 1 Street Address 2
5900 Granite Pkwy Ste 100
City State/Province/Country ZIP/Postal Code
Plano TEXAS 75024
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
John H. Towers 700221
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial 14503
Street Address 1 Street Address 2
5800 Granite Pkwy, Suite #1100
City State/Province/Country ZIP/Postal Code
Plano TEXAS 75024
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Debra G. McGuire 1559030
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial 14503
Street Address 1 Street Address 2
407 N. Madison
City State/Province/Country ZIP/Postal Code
Mt. Pleasant TEXAS 75455
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Charles Geraci 1475021
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial 14503
Street Address 1 Street Address 2
12721 Sawmill Rd. #100
City State/Province/Country ZIP/Postal Code
The Woodlands TEXAS 77380
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Lisa Allen 1198978
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial 14503
Street Address 1 Street Address 2
7200 MoPac #320
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78731
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH CAROLINA
CALIFORNIA
TEXAS
OHIO
Recipient
Recipient CRD Number    None
Mikiel Featherston 1885948
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial 14503
Street Address 1 Street Address 2
7200 MoPac #320
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78731
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
TEXAS
Recipient
Recipient CRD Number    None
Russ Huffington 844086
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Choice Investments Inc. 17665
Street Address 1 Street Address 2
9390 Research Blvd, Ste 412, Kaleido I
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78759
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Jay Wallinger 2407056
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
PO Box 265, 113 N Main St,
City State/Province/Country ZIP/Postal Code
Stuart NEBRASKA 68780
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEBRASKA
Recipient
Recipient CRD Number    None
David Morrison 2488370
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
2751 Teakwood Lane
City State/Province/Country ZIP/Postal Code
Plano TEXAS 75075
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Richard A. Gagne 1025516
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
6642 Phelan Blvd. PO Box 12009
City State/Province/Country ZIP/Postal Code
Beaumont TEXAS 77726
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Keith Bradley 868141
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
4606 FM 1960 West Ste. 400
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77069
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
FLORIDA
Recipient
Recipient CRD Number    None
Azam Jaber 2846187
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Riverstone Wealth Management, Inc. 40418
Street Address 1 Street Address 2
7801 Capital of Tx Hwy #310
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78731
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
COLORADO
Recipient
Recipient CRD Number    None
Russ Huffington 844086
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Calton & Associates, Inc. 20999
Street Address 1 Street Address 2
9390 Research Blvd, Ste 412 Kaleido I
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78759
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Stephen C. Pfaff 2724225
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
555 S. Hercules Ave. Suite 401
City State/Province/Country ZIP/Postal Code
Clearwater FLORIDA 33764
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MARYLAND
NEW JERSEY
FLORIDA
Recipient
Recipient CRD Number    None
Kathryn Scanlon 4892673
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
11940 Jollyville Rd. Ste 322N
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78759
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
A.Ken Flake 209342
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
4606 FM 1960 West Ste. 400
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77069
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
William J. Connors III 1209833
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Riverstone Wealth Management 40418
Street Address 1 Street Address 2
7801 Capital of Tx Hwy #310
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78731
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Torry Scott 2297432
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Riverstone Wealth Management 40418
Street Address 1 Street Address 2
7801 Capital of Tx Hwy #310
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78731
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Maria Escobar 5564544
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Riverstone Wealth Management 40418
Street Address 1 Street Address 2
7801 Capital of Tx Hwy #310
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78731
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Shane Sullivan 2806909
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
305 E. Jackson, Suite 101
City State/Province/Country ZIP/Postal Code
Harlingen TEXAS 78550
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Mark Van Mourick 867435
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Gramercy Securities 8177
Street Address 1 Street Address 2
24901 Dana Point Harbor Dr. Ste 230
City State/Province/Country ZIP/Postal Code
Dana Point CALIFORNIA 92629
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Brian E. Smith 2287309
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Riverstone Wealth Management 40418
Street Address 1 Street Address 2
7801 Capital of Tx Hwy #310
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78731
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Thomas Faught 1641238
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Riverstone Wealth Management 40418
Street Address 1 Street Address 2
3522 Paesanos Pkwy Ste 102
City State/Province/Country ZIP/Postal Code
San Antonio TEXAS 78231
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Scott Bussy 724174
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
4807 Spicewood Springs Rd., Bldg 2 Ste 4
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78759
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Terrell C. Lady 300391
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
8620 W 110th St, Overland Park
City State/Province/Country ZIP/Postal Code
Overland Park KANSAS 66210
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH CAROLINA

13. Offering and Sales Amounts

Total Offering Amount $4,285,755 USD
or    Indefinite
Total Amount Sold $4,285,755 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
94

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $344,896 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

In addition, broker dealers will share in a portion of the issuer distributions, and issuer may pay or reimburse to broker dealers certain due diligence and marketing expenses, and may pay an additional 0.3% non-accountable marketing allowance.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$301,784 USD
X Estimate

Clarification of Response (if Necessary):

Amount shown is a fee of 7% of the proceeds payable to the issuer's general partner, to be shared equally by such persons. In addition, the issuer will pay offering and organizational costs of up to $150,000, including reimbursements to such persons.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
GMI-MUELLER HOSPITALITY, LP William P. Glass William P. Glass Manager, GMI-Mueller Hospitality GP, LLC, general partner 2012-07-16

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.