This is the Primary Document downloaded from EDGAR on 12/13/2014 2:05:52 PM EST for EFDID 4300 and Accession Number 0001594464-14-000001.

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
0001480126
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Cottonwood Residential O.P., LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2009
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Cottonwood Residential O.P., LP
Street Address 1 Street Address 2
6340 SOUTH 3000 EAST, SUITE 500
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SALT LAKE CITY UTAH 84121 801-278-0700

3. Related Persons

Last Name First Name Middle Name
Christensen Chad
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

President and Chairman of the General Partner of the Issuer
Last Name First Name Middle Name
Shaeffer Daniel
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

CEO of the General Partner of the Issuer
Last Name First Name Middle Name
Christensen Gregg
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and General Counsel of the General Partner of the Issuer
Last Name First Name Middle Name
Spohn Debra
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President, Head of Operations of the General Partner of the Issuer
Last Name First Name Middle Name
Hallenberg Susan
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Financial Officer of the General Partner of the Issuer
Last Name First Name Middle Name
Marlin Eric
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President, Marketing of the General Partner of the Issuer
Last Name First Name Middle Name
Fredenberg Paul
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Acquisitions of the General Partner of the Issuer
Last Name First Name Middle Name
Robertson David
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Graber Lance
Street Address 1 Street Address 2
6340 South 3000 East, Suite 500
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84121
Relationship:    Executive Officer X Director    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
X 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 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 505
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   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 2010-09-27    First Sale Yet to Occur
X Amendment

8. Duration of Offering

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

Clarification of Response (if Necessary):

Exchange offer of Limited Partnership Units for tenant in common interests in real property.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Orchard Securities, LLC 133378
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11650 S. State Street, Suite 225
City State/Province/Country ZIP/Postal Code
Draper UTAH 84020
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
FLORIDA
HAWAII
IDAHO
ILLINOIS
KENTUCKY
MASSACHUSETTS
MINNESOTA
MISSISSIPPI
MONTANA
NEBRASKA
NEVADA
NEW JERSEY
NEW MEXICO
NEW YORK
SOUTH CAROLINA
TEXAS
UTAH
VIRGINIA
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number    None
Allied Beacon Partners, Inc. 46227
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1100 Boulders Park Way, Suite 600
City State/Province/Country ZIP/Postal Code
Richmond VIRGINIA 23225
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number    None
American Investors Company 38
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2682 Bishop Dr., Suite 123
City State/Province/Country ZIP/Postal Code
San Ramon CALIFORNIA 94583
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
Berthel, Fisher & Company Financial Services, Inc. 13609
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
701 Tama Street, Building B
City State/Province/Country ZIP/Postal Code
Marion IOWA 52302
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
FLORIDA
IOWA
MISSISSIPPI
NORTH CAROLINA
Recipient
Recipient CRD Number    None
CapWest Securities, Inc. 30002
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1821 56th Avenue, Suite B
City State/Province/Country ZIP/Postal Code
Greeley COLORADO 80634
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
FLORIDA
Recipient
Recipient CRD Number    None
Centaurus Financial, Inc. 30833
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2300 E. Katella Avenue, Suite 200
City State/Province/Country ZIP/Postal Code
Anaheim CALIFORNIA 92806
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
ILLINOIS
Recipient
Recipient CRD Number    None
Concorde Investment Services, LLC 151604
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1120 East Long Lake Road, Suite 100
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
ALASKA
CALIFORNIA
Recipient
Recipient CRD Number    None
Courtlandt Securities Corporation 137356
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3991 MacArthur Blvd., Suite 350
City State/Province/Country ZIP/Postal Code
Newport Beach CALIFORNIA 92660
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
Girard Securities, Inc. 18697
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9560 Waples Street, Suite B
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92121
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
Independent Financial Group, LLC 7717
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
12671 High Bluff Drive, Suite 200
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92130
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
IOWA
OREGON
WASHINGTON
Recipient
Recipient CRD Number    None
Investment Security Corporation 47536
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
24009 Ventura Blvd., Suite 101
City State/Province/Country ZIP/Postal Code
Calabasas CALIFORNIA 91302
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
Multi-Financial Securities Corporation 10299
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4600 South Syracuse, Suite 600
City State/Province/Country ZIP/Postal Code
Denver COLORADO 80237
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
NEW YORK
UTAH
Recipient
Recipient CRD Number    None
NelsonReid, Inc. 45503
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
14420 W. Sylvanfield Dr., Suite 120
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77014
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
Omni Brokerage, Inc. 16878
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
406 W. South Jordan Parkway, Suite 200
City State/Province/Country ZIP/Postal Code
South Jordan UTAH 84095
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
ARKANSAS
CALIFORNIA
FLORIDA
GEORGIA
MICHIGAN
MONTANA
NEVADA
SOUTH DAKOTA
VIRGINIA
WASHINGTON
WYOMING
Recipient
Recipient CRD Number    None
Pacific West Securities, Inc. 6390
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
555 S. Renton Village Pl., Suite 700
City State/Province/Country ZIP/Postal Code
Renton WASHINGTON 98057
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
OREGON
VIRGINIA
WASHINGTON
Recipient
Recipient CRD Number    None
Phalanx Trading, LLC 146993
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7 Grove Street
City State/Province/Country ZIP/Postal Code
Topsfield MASSACHUSETTS 01983
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
Primex 29394
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
45 Knollwood Road, 4th Floor
City State/Province/Country ZIP/Postal Code
Elmsford NEW YORK 10523
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
Regent Capital Group, Inc. 126881
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
31255 Cedar Valley Dr., Suite 302
City State/Province/Country ZIP/Postal Code
Westlake Village CALIFORNIA 91362
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
Recipient
Recipient CRD Number    None
Resourcive Capital, LLC 145504
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13955 Stowe Drive, Suite 124
City State/Province/Country ZIP/Postal Code
Poway CALIFORNIA 92064
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
Sandlapper Securities, LLC 137906
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
101 N. Main Street, Suite 207
City State/Province/Country ZIP/Postal Code
Greenville SOUTH CAROLINA 29601
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
NORTH CAROLINA
TENNESSEE
Recipient
Recipient CRD Number    None
Select Capital Corporation 145997
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
31351 Rancho Viejo Rd., Suite 205
City State/Province/Country ZIP/Postal Code
San Juan Capistrano CALIFORNIA 92675
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number    None
Steven L. Falk & Associates, Inc. 14297
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11280 Granite Ridge Drive, Suite 1042
City State/Province/Country ZIP/Postal Code
Las Vegas NEVADA 89135
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
Triad Advisors, Inc. 25803
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5185 Peachtree Parkway, Suite 280
City State/Province/Country ZIP/Postal Code
Norcross GEORGIA 30092
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
NEW YORK
Recipient
Recipient CRD Number    None
VFG Securities, Inc. 15121
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
100 Corporate Pointe, Suite 382
City State/Province/Country ZIP/Postal Code
Culver City CALIFORNIA 90230
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
Welton Street Investments LLC 132111
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9780 Mount Pyramid Court, Suite 400
City State/Province/Country ZIP/Postal Code
Englewood COLORADO 80112
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
Western International Securities, Inc. 39262
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
70 South Lake Avenue, Suite 700
City State/Province/Country ZIP/Postal Code
Pasadena CALIFORNIA 91101
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
Whitehall-Parker Securities, Inc. 10608
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
477 Pacific Avenue, 2nd Floor
City State/Province/Country ZIP/Postal Code
San Francisco CALIFORNIA 94133
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
Winslow, Evans & Crocker, Inc. 29686
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
175 Federal Street
City State/Province/Country ZIP/Postal Code
Boston MASSACHUSETTS 02110
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MASSACHUSETTS

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $56,740,522 USD
Total Remaining to be Sold USD
or X 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:
335

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 $1,806,196 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

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.

$738,663 USD
X Estimate

Clarification of Response (if Necessary):

Eric Marlin acts as an internal wholesaler for Orchard Securities, LLC and is paid a wholesaling fee of $0.03 for each unit issued under this offering and is paid $0.10 for each unit for sales for which he is the sales representative.

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 Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

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
Cottonwood Residential O.P., LP /s/ Chad Christensen Chad Christensen President & Chairman of the General Partner of Issuer 2014-01-06

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.