This is the Primary Document downloaded from EDGAR on 12/12/2014 9:59:38 PM EST for EFDID 56628 and Accession Number 0001550183-12-000005.

Please note that this is not the current Accession Number for this EFDId.

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
0001550183
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Delaware Statutory Trust
Name of Issuer
PNS Grocery DST
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
PNS Grocery DST
Street Address 1 Street Address 2
2901 BUTTERFIELD ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
OAK BROOK ILLINOIS 60523 630-218-4916

3. Related Persons

Last Name First Name Middle Name
Inland Private Capital Corporation
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
PNS Grocery, L.L.C.
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
PNS Grocery Exchange, L.L.C.
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

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
   Commercial
   Construction
   REITS & Finance
   Residential
X 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 2012-05-18    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)

   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 X Other (describe)
Beneficial interests in Delaware Statutory Trust reflecting beneficial interests in real estate.

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 $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Inland Securities Corporation 15807
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Inland Securities Corporation 15807
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/Postal Code
Oak Brook ILLINOIS 60523
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ILLINOIS
Recipient
Recipient CRD Number    None
Robert S. Smith 1412333
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Concorde Investment Services, LLC 151604
Street Address 1 Street Address 2
8705 SW Nimbus Avenue, Suite 260
City State/Province/Country ZIP/Postal Code
Beaverton OREGON 97008
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
OREGON
Recipient
Recipient CRD Number    None
Brent S. Pine 1618007
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Geneos Wealth Management, Inc. 120894
Street Address 1 Street Address 2
4800 North Scottsdale Road, Suite 1600
City State/Province/Country ZIP/Postal Code
Scottsdale ARIZONA 85251
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
Recipient
Recipient CRD Number    None
Rocco A. Cortese 4681807
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Concorde Investment Services, LLC 151604
Street Address 1 Street Address 2
300 Montgomery Street, Suite 1104
City State/Province/Country ZIP/Postal Code
San Francisco CALIFORNIA 94101
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
Tomas J. Velken 1600404
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Sigma Financial Corporation 14303
Street Address 1 Street Address 2
1078 Carol Lane, #203
City State/Province/Country ZIP/Postal Code
Lafayette CALIFORNIA 94549
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DISTRICT OF COLUMBIA
Recipient
Recipient CRD Number    None
Patrick R. Conway 1337831
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Investacorp, Inc. 7684
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/Postal Code
Oak Brook ILLINOIS 60523
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ILLINOIS
Recipient
Recipient CRD Number    None
William S. Sheehan 2328614
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Investors Capital Corp. 30613
Street Address 1 Street Address 2
2 Orr Hatch Drive
City State/Province/Country ZIP/Postal Code
Cornwall NEW YORK 12518
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Thomas R. Romain 4307110
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Sigma Financial Corporation 14303
Street Address 1 Street Address 2
3245 North Adrian Highway, Suite F
City State/Province/Country ZIP/Postal Code
Adrian MICHIGAN 49221
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
Gary G. Benson 1182211
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
NPB Financial Group, LLC 137743
Street Address 1 Street Address 2
5435 Balboa Boulevard, Suite 106
City State/Province/Country ZIP/Postal Code
Encino CALIFORNIA 91316
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
Jeffery W. Graumlich 4816380
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Sigma Financial Corporation 14303
Street Address 1 Street Address 2
1078 Carol Lane, Suite 203
City State/Province/Country ZIP/Postal Code
Lafayette CALIFORNIA 94549
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
Donald L. Hartmann 1003231
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
JRL Capital Corporation 10225
Street Address 1 Street Address 2
7200 South Alton, Suite A-100 Corporate 25
City State/Province/Country ZIP/Postal Code
Centennial COLORADO 80112-2227
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
Recipient
Recipient CRD Number    None
Manuel Ramos 1956224
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Centaurus Financial, Inc. 30833
Street Address 1 Street Address 2
8141 East 2nd Street, Suite 608-A
City State/Province/Country ZIP/Postal Code
Downey CALIFORNIA 90241
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
Jeffrey B. Baker 2102752
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Vanderbilt Securities, LLC 5953
Street Address 1 Street Address 2
12 East Water Street
City State/Province/Country ZIP/Postal Code
Newburgh INDIANA 47629
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
INDIANA
Recipient
Recipient CRD Number    None
Mark G. Kosanke 2317906
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Concorde Investment Services, LLC 151604
Street Address 1 Street Address 2
1120 East Long Lake Road, Suite 250-A
City State/Province/Country ZIP/Postal Code
Troy MICHIGAN 48085
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MICHIGAN
Recipient
Recipient CRD Number    None
Gregory A. Merritt 1489718
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Concorde Investment Services, LLC 151604
Street Address 1 Street Address 2
1120 East Long Lake Road, Suite 250-A
City State/Province/Country ZIP/Postal Code
Troy MICHIGAN 48085
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MICHIGAN

13. Offering and Sales Amounts

Total Offering Amount $7,452,225 USD
or    Indefinite
Total Amount Sold $3,316,800 USD
Total Remaining to be Sold $4,135,425 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:
20

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 $521,656 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

This response is based on the assumption that the full amount of the potential sales commissions will be earned and paid.

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.

$751,031 USD
X Estimate

Clarification of Response (if Necessary):

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
PNS Grocery DST /s/ Keith Lampi Keith Lampi Senior Vice President of the Member of the Signatory Trustee 2012-08-07

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.