This is the Primary Document downloaded from EDGAR on 8/24/2015 11:11:31 AM EST for EFDID 127485 and Accession Number 0001624217-15-000019.

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
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001624217
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
GMI-OVERLAND PARK, LP
Jurisdiction of Incorporation/Organization
TEXAS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2014
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GMI-OVERLAND PARK, LP
Street Address 1 Street Address 2
251 O'CONNOR RIDGE BLVD., SUITE 100
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
IRVING TEXAS 75038 972-759-8725

3. Related Persons

Last Name First Name Middle Name
Glass William P.
Street Address 1 Street Address 2
251 O'Connor Ridge Blvd., Suite 100
City State/Province/Country ZIP/PostalCode
Irving TEXAS 75038
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
251 O'Connor Ridge Blvd., Suite 100
City State/Province/Country ZIP/PostalCode
Irving TEXAS 75038
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
   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 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 2014-12-18    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)

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
Bennett K Ely 721298
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
2709 Jordan Grove
City State/Province/Country ZIP/Postal Code
West Des Moines IOWA 50265
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
Recipient
Recipient CRD Number    None
Charles Geraci 1475021
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
30 Starviolet
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
Richard Gagne 1025516
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
PO Box 12099
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
Jim Kennedy 1961588
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
PO Box 904
City State/Province/Country ZIP/Postal Code
Eastland TEXAS 76448
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
Niina Bagdasar 5623134
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Newport Coast Securities 16944
Street Address 1 Street Address 2
18872 MacArthur Blvd, 1st Floor
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92612
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
Lori L Rastall 4023335
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Freedom Investor Corp 23714
Street Address 1 Street Address 2
333 Bishop Way, Ste 122
City State/Province/Country ZIP/Postal Code
Brookfield WISCONSIN 53055
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
Joseph A Ondris 1782322
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Freedom Investor Corp 23714
Street Address 1 Street Address 2
333 Bishop Way, Ste 122
City State/Province/Country ZIP/Postal Code
Brookfield WISCONSIN 53055
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
TEXAS
Recipient
Recipient CRD Number    None
Curt Ladd 1383014
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
17110 Dallas Pkwy #280
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75248
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
TEXAS
Recipient
Recipient CRD Number    None
Bobby Kyle Cowand 2317710
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Cary Street Partners 128089
Street Address 1 Street Address 2
1210 E Cary Street, Richmond
City State/Province/Country ZIP/Postal Code
Richmond VIRGINIA 23219
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
Azam Jaber 2846187
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Cary Street Partners 128089
Street Address 1 Street Address 2
7801 N Capital of Texas 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
COLORADO
TEXAS
Recipient
Recipient CRD Number    None
George Hjorth 2209607
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Newport Coast Securities 16944
Street Address 1 Street Address 2
18872 MacArthur Blvd # 100, 1st Floor
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92612
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
Ty Bauer 2150885
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Coker and Palmer 29163
Street Address 1 Street Address 2
2716 West Oxford Loop #179
City State/Province/Country ZIP/Postal Code
Oxford MISSISSIPPI 38655
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
Ellen Joyner 2928686
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Coker and Palmer 29163
Street Address 1 Street Address 2
2716 West Oxford Loop #179
City State/Province/Country ZIP/Postal Code
Oxford MISSISSIPPI 38655
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TENNESSEE
Recipient
Recipient CRD Number    None
Brian Smith 2287309
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Cary Street Partners 128089
Street Address 1 Street Address 2
7801 N Capital of Texas 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
Cary Street Partners 128089
Street Address 1 Street Address 2
7801 N Capital of Texas 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
Carlos Resendez 4363178
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Cary Street Partners 128089
Street Address 1 Street Address 2
3522 Paesanos Pkwy #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
Lawrence Breen 1333897
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
PO Box 26250
City State/Province/Country ZIP/Postal Code
Overland Park KANSAS 66225
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
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 #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
VERMONT
Recipient
Recipient CRD Number    None
Gregg A Horsman 2520170
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
12368 Stratford Drive, 700
City State/Province/Country ZIP/Postal Code
Clive IOWA 50325
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
Kathryn Scanlon 4892673
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
4807 Spicewood Springs RD, Bldg 2, Suite
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
Dean Antonopoulos 2249353
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
650 East Carmel Dr, #120
City State/Province/Country ZIP/Postal Code
Carmel INDIANA 46032
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
Scott Bussy 724174
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
4807 Spicewood Springs RD, Bldg 2, Suite
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
David Morrison 663307
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 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
Lisa Allen 1198978
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
7200 N 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
TEXAS
Recipient
Recipient CRD Number    None
Steve Walsh 2478773
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
12368 Stratford Drive, 700
City State/Province/Country ZIP/Postal Code
50,325 IOWA 50325
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
Recipient
Recipient CRD Number    None
Terrell Lady 300391
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR 14503
Street Address 1 Street Address 2
1311 Jamestown Road, Suite 101
City State/Province/Country ZIP/Postal Code
Williamsburg VIRGINIA 23185
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
VIRGINIA

13. Offering and Sales Amounts

Total Offering Amount $5,879,411 USD
or    Indefinite
Total Amount Sold $5,640,475 USD
Total Remaining to be Sold $238,936 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:
122

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 $499,750 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 marketing and other 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.

$411,559 USD
X Estimate

Clarification of Response (if Necessary):

Amount shown is payable to the issuer's general partner, to be shared equally by such persons. In addition, the issuer will pay offering and other cost reimbursements and bridge loan repayments to or for such persons or the general partner.

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
GMI-OVERLAND PARK, LP William P. Glass William P. Glass Manager, GMI-Overland Park GP, LLC, general partner 2015-08-24

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.