This is the Primary Document downloaded from EDGAR on 12/12/2014 8:03:45 PM EST for EFDID 55942 and Accession Number 0001548986-12-000002.

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
0001548986
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Social Media Partners LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2012
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Social Media Partners LLC
Street Address 1 Street Address 2
15210 N. SCOTTSDALE ROAD SUITE 250
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SCOTTSDALE ARIZONA 85254 480-240-2959

3. Related Persons

Last Name First Name Middle Name
Horsman Patrick Brian
Street Address 1 Street Address 2
15210 N. Scottsdale Road Suite 250
City State/Province/Country ZIP/PostalCode
Scottsdale ARIZONA 85254
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Horsman serves as Member Manager of Social Media Investment Management LLC, the Manager of the Issuer.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
X 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
   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(6)
   Rule 504 (b)(1)(iii) X Investment Company Act Section 3(c)
X 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 2012-04-30    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 X 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
Patrick B. Horsman 4694883
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Blue Sand Securities LLC 142976
Street Address 1 Street Address 2
15210 N. Scottsdale Suite 250
City State/Province/Country ZIP/Postal Code
Scottsdale ARIZONA 85254
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
VIRGINIA
NEW YORK
NORTH CAROLINA
CALIFORNIA
NEW HAMPSHIRE
PENNSYLVANIA
WISCONSIN
COLORADO
OHIO
FLORIDA
CONNECTICUT
NEVADA
TEXAS
NEW JERSEY
WASHINGTON
ARIZONA
ILLINOIS
OREGON
MASSACHUSETTS
INDIANA
Recipient
Recipient CRD Number    None
Jonathan T. Sands 2739071
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Blue Sand Securities LLC 142976
Street Address 1 Street Address 2
601 Lexington Avenue 51st Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
CALIFORNIA
TEXAS
NEW JERSEY
GEORGIA
WASHINGTON
ILLINOIS
FLORIDA
CONNECTICUT
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Katherine Horsman 5438907
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Blue Sand Securities LLC 142976
Street Address 1 Street Address 2
601 Lexington Avenue 51st Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
CALIFORNIA
NEW JERSEY
CONNECTICUT
Recipient
Recipient CRD Number    None
Samuel W. Meek, III 1066070
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Source Capital Group, Inc. 36719
Street Address 1 Street Address 2
276 Post Road West
City State/Province/Country ZIP/Postal Code
Westport CONNECTICUT 06880
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH CAROLINA
RHODE ISLAND
VIRGINIA
NEW YORK
NORTH CAROLINA
CALIFORNIA
GEORGIA
PENNSYLVANIA
FLORIDA
CONNECTICUT
MARYLAND
NEW JERSEY
ARIZONA
MASSACHUSETTS
IDAHO
Recipient
Recipient CRD Number    None
Paul W. Majane 1752250
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Source Capital Group, Inc. 36719
Street Address 1 Street Address 2
276 Post Road West
City State/Province/Country ZIP/Postal Code
Westport CONNECTICUT 06880
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
VIRGINIA
NEW YORK
NORTH CAROLINA
CALIFORNIA
PENNSYLVANIA
FLORIDA
CONNECTICUT
MINNESOTA
MARYLAND
NEW JERSEY
WASHINGTON
VERMONT
ARIZONA
MISSOURI
ILLINOIS
MASSACHUSETTS
IDAHO
Recipient
Recipient CRD Number    None
Charles T. Pope 2357978
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Source Capital Group, Inc. 36719
Street Address 1 Street Address 2
708 Third Avenue 5th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
VIRGINIA
CALIFORNIA
MARYLAND
NEW JERSEY
PENNSYLVANIA
VERMONT
WASHINGTON
FLORIDA
CONNECTICUT
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Bruce C. Ryan 408083
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Source Capital Group, Inc. 36719
Street Address 1 Street Address 2
276 Post Road West
City State/Province/Country ZIP/Postal Code
Westport CONNECTICUT 06880
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
VIRGINIA
NEW YORK
CALIFORNIA
NEW HAMPSHIRE
FLORIDA
OHIO
CONNECTICUT
OKLAHOMA
KANSAS
MINNESOTA
TEXAS
NEW JERSEY
VERMONT
ARIZONA
NEW MEXICO
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Bradley Bohling 2315086
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Westport Capital Markets LLC 41562
Street Address 1 Street Address 2
257 Riverside Avenue
City State/Province/Country ZIP/Postal Code
Westport CONNECTICUT 06880
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
CALIFORNIA
FLORIDA
CONNECTICUT
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Hilary G. Bergman 1834738
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
First Liberties Financial 14432
Street Address 1 Street Address 2
369 Lexington Avenue Suite 311
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
RHODE ISLAND
SOUTH CAROLINA
NORTH CAROLINA
NEW YORK
VIRGINIA
DISTRICT OF COLUMBIA
MONTANA
COLORADO
WISCONSIN
OHIO
OKLAHOMA
NEBRASKA
MINNESOTA
NEVADA
MARYLAND
MICHIGAN
TEXAS
KENTUCKY
WASHINGTON
ARIZONA
ILLINOIS
OREGON
INDIANA
MASSACHUSETTS
ALABAMA
WEST VIRGINIA
CALIFORNIA
UTAH
NORTH DAKOTA
PENNSYLVANIA
ARKANSAS
FLORIDA
CONNECTICUT
NEW JERSEY
SOUTH DAKOTA
ALASKA
MISSOURI
IOWA
Recipient
Recipient CRD Number    None
Eric B. Cohen 5768470
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
First Liberties Financial 14432
Street Address 1 Street Address 2
369 Lexington Avenue Suite 311
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
FLORIDA
Recipient
Recipient CRD Number    None
Dara S. Albright 2221847
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
First Liberties Financial 14432
Street Address 1 Street Address 2
369 Lexington Avenue Suite 311
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
CALIFORNIA
GEORGIA
COLORADO
FLORIDA
Recipient
Recipient CRD Number    None
Judith Feder 1477830
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Du Pasquier & Co., Inc. 24750
Street Address 1 Street Address 2
One Battery Park Plaza
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10004
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
VIRGINIA
CALIFORNIA
TEXAS
NEW JERSEY
GEORGIA
PENNSYLVANIA
FLORIDA
CONNECTICUT
Recipient
Recipient CRD Number    None
Kevin J. Ernst 2006727
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Du Pasquier & Co., Inc. 24750
Street Address 1 Street Address 2
335 Madison Avenue Suite 1100
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
NEW JERSEY
CONNECTICUT

13. Offering and Sales Amounts

Total Offering Amount $100,000,000 USD
or    Indefinite
Total Amount Sold $16,225,000 USD
Total Remaining to be Sold $83,775,000 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:
63

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 $81,125 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

The Placement Agent received 50% of the Management Fee earned by the Manager in this offering which is equal to 1% of the gross amount of interests issued in this offering.

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.

$187,250 USD
X Estimate

Clarification of Response (if Necessary):

The Issuer paid the Manager of the Issuer a one-time Management Fee of 1% of the gross amount of interests issued, a portion of which was payed to the Placement Agent, and a $25,000 Administration Fee.

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
Social Media Partners LLC /S/ PATRICK B. HORSMAN Patrick B. Horsman Managing Member of Manager 2012-05-31

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.