This is the Primary Document downloaded from EDGAR on 5/27/2016 1:02:22 PM EST for EFDID 142932 and Accession Number 0001639838-16-000003.

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
0001639838
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
ICAP NORTHWEST OPPORTUNITY FUND, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2015
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ICAP NORTHWEST OPPORTUNITY FUND, LLC
Street Address 1 Street Address 2
3535 Factoria Blvd. SE Suite 500
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BELLEVUE WASHINGTON 98006 425-278-9030

3. Related Persons

Last Name First Name Middle Name
Christensen Chris
Street Address 1 Street Address 2
3535 Factoria Blvd. SE Suite 500
City State/Province/Country ZIP/PostalCode
Bellevue WASHINGTON 98006
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Manager of iCap Pacific NW Management, LLC, Filer's Manager

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 2015-05-22    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
X 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 $100,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Titan Securities 131392
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
14801 Quorum Drive Suite 260
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75254
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
FLORIDA
GEORGIA
IDAHO
KANSAS
MISSOURI
NEW MEXICO
OKLAHOMA
SOUTH CAROLINA
TEXAS
VIRGINIA
WASHINGTON
Recipient
Recipient CRD Number    None
Claraphi Advisory Network, LLC 165868
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
25301 Cabot Road Suite 208
City State/Province/Country ZIP/Postal Code
Laguna Hills CALIFORNIA 92653
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
ILLINOIS
NEW YORK
WASHINGTON
Recipient
Recipient CRD Number    None
Ausdal Financial Partners, Inc. 7995
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5187 Utica Ridge Road
City State/Province/Country ZIP/Postal Code
Davenport IOWA 52807
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALASKA
ARIZONA
COLORADO
ILLINOIS
INDIANA
KENTUCKY
MICHIGAN
MINNESOTA
NEVADA
NEW JERSEY
OHIO
OREGON
TEXAS
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number    None
Advisory Group Equity Services LTD. 15427
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
444 Washington Street Suite 407
City State/Province/Country ZIP/Postal Code
Woburn MASSACHUSETTS 01801
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
MASSACHUSETTS
NEW HAMPSHIRE
RHODE ISLAND
SOUTH CAROLINA
Recipient
Recipient CRD Number    None
Bradley Wealth Management, LLC 131808
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
350 Tenth Avenue Suite 820
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 82101
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
COLORADO
GEORGIA
LOUISIANA
MICHIGAN
MINNESOTA
OHIO
SOUTH CAROLINA
TEXAS
UTAH
Recipient
Recipient CRD Number    None
Center Street Strategies Securities, Inc. 26898
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2740 Old Elm Hill Pike Suite 201
City State/Province/Country ZIP/Postal Code
Nashville TENNESSEE 37214
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
FLORIDA
ILLINOIS
INDIANA
KENTUCKY
LOUISIANA
MISSOURI
NEVADA
NORTH CAROLINA
TENNESSEE
TEXAS
VIRGINIA
Recipient
Recipient CRD Number    None
Chauner Securities, Inc. 10075
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
666 Dundee Road Suite 903
City State/Province/Country ZIP/Postal Code
Northbrook ILLINOIS 60062
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
COLORADO
DISTRICT OF COLUMBIA
FLORIDA
ILLINOIS
MARYLAND
MASSACHUSETTS
NORTH CAROLINA
PENNSYLVANIA
TEXAS
Recipient
Recipient CRD Number    None
Freedom Investors Corp. 23714
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
333 Bishops Way Suite 122
City State/Province/Country ZIP/Postal Code
Brookfield WISCONSIN 53005
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
Gardner Financial Services, Inc. 21000
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
8421 Wayzata Blvd. Suite 350
City State/Province/Country ZIP/Postal Code
Minneapolis MINNESOTA 55426
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
WISCONSIN
Recipient
Recipient CRD Number    None
IBN Financial Services, Inc. 42360
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
8035 Oswego Road
City State/Province/Country ZIP/Postal Code
Liverpool NEW YORK 13090
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CONNECTICUT
NEW YORK
PENNSYLVANIA
Recipient
Recipient CRD Number X None
iCap Pacific NW Management, LLC None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3535 Factoria Blvd. SE Suite 500
City State/Province/Country ZIP/Postal Code
Bellevue WASHINGTON 98006
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
UTAH
WASHINGTON
Recipient
Recipient CRD Number    None
Meyers Associates, L.P. 34171
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
45 Broadway 2nd Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10006
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
GEORGIA
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Pariter Securities, LLC 127836
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
243 Carretera #2
City State/Province/Country ZIP/Postal Code
Guaynabo PUERTO RICO 00966
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
PUERTO RICO
Recipient
Recipient CRD Number    None
Stillpoint Capital, LLC 133146
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13051 W. Winebaugh Avenue Suite 101
City State/Province/Country ZIP/Postal Code
Tampa FLORIDA 33626
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
Wall Street Strategies, Inc. 31268
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
362 North Main Street
City State/Province/Country ZIP/Postal Code
Huron OHIO 44839
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
ILLINOIS
OHIO

13. Offering and Sales Amounts

Total Offering Amount $50,000,000 USD
or    Indefinite
Total Amount Sold $47,103,161 USD
Total Remaining to be Sold $2,896,839 USD
or    Indefinite

Clarification of Response (if Necessary):

This offering is closed and did not extend beyond one year.

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:
604

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 $5,494,531 USD
   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.

$0 USD
   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 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
ICAP NORTHWEST OPPORTUNITY FUND, LLC Chris Christensen Chris Christensen Manager, iCap Pacific NW Management, LLC, Filer's Manager 2016-05-23

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.