This is the Primary Document downloaded from EDGAR on 1/18/2017 12:12:10 PM EST for EFDID 167633 and Accession Number 0001677797-17-000001.
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. |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
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| OMB APPROVAL |
| OMB Number: |
3235-0076 |
| Estimated average burden |
| hours per response: |
4.00 |
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1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
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Entity Type |
| 0001677797 |
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| |
Corporation |
| X |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
| APX New Harmony Partners-A, LP |
| 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 |
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2. Principal Place of Business and Contact Information
| Name of Issuer |
| APX New Harmony Partners-A, LP |
| Street Address 1 |
Street Address 2 |
| 591 DELAWARE AVENUE |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| BUFFALO |
NEW YORK |
14222 |
7168558090 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Reich |
Justin |
| Street Address 1 |
Street Address 2 |
| 591 Delaware Avenue |
| City |
State/Province/Country |
ZIP/PostalCode |
| Buffalo |
NEW YORK |
14202 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive office of APX Energy, LLC, the managing general partner and sponsor of the issuer.
| Last Name |
First Name |
Middle Name |
| Dancy |
Scott |
| Street Address 1 |
Street Address 2 |
| 591 Delaware Avenue |
| City |
State/Province/Country |
ZIP/PostalCode |
| Buffalo |
NEW YORK |
14202 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive officer of APX Energy, LLC, the managing general partner and sponsor of the issuer.
| Last Name |
First Name |
Middle Name |
| Cohen |
David |
| Street Address 1 |
Street Address 2 |
| 591 Delaware Avenue |
| City |
State/Province/Country |
ZIP/PostalCode |
| Buffalo |
NEW YORK |
14202 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive officer of APX Energy, LLC the managing general partner and sponsor of the issuer.
| Last Name |
First Name |
Middle Name |
| Fagan |
Josh |
| Street Address 1 |
Street Address 2 |
| 2028 East Hickory Hill Rd |
Suite 300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Argyle |
TEXAS |
76226 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
National Sales Director of APX Energy, LLC, the managing general partner and sponsor of the issuer.
| Last Name |
First Name |
Middle Name |
| Donnelly |
Kyle |
| Street Address 1 |
Street Address 2 |
| 2028 East Hickory Hill Rd |
Suite 300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Argyle |
TEXAS |
76226 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Vice President of Sales of APX Energy, LLC, the managing general partner and sponsor of the issuer.
4. Industry Group
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Agriculture |
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Banking & Financial Services |
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Commercial Banking |
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Insurance |
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Investing |
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Investment Banking |
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Pooled Investment Fund |
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Is the issuer registered as an investment company under the Investment Company Act of 1940? |
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Other Banking & Financial Services |
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Business Services |
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Energy |
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Health Care |
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Manufacturing |
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Real Estate |
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Retailing |
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Restaurants |
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Technology |
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Travel |
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Tourism & Travel Services |
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Other |
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5. Issuer Size
| Revenue Range |
OR |
Aggregate Net Asset Value Range |
| X |
No Revenues |
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No Aggregate Net Asset Value |
| |
$1 - $1,000,000 |
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$1 - $5,000,000 |
| |
$1,000,001 - $5,000,000 |
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$5,000,001 - $25,000,000 |
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$5,000,001 - $25,000,000 |
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$25,000,001 - $50,000,000 |
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$25,000,001 - $100,000,000 |
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$50,000,001 - $100,000,000 |
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Over $100,000,000 |
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Over $100,000,000 |
| |
Decline to Disclose |
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Decline to Disclose |
| |
Not Applicable |
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Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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| |
Rule 504(b)(1) (not (i), (ii) or (iii)) |
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Rule 504 (b)(1)(i) |
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Rule 504 (b)(1)(ii) |
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Rule 504 (b)(1)(iii) |
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Rule 505 |
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| X |
Rule 506(b) |
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Rule 506(c) |
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Securities Act Section 4(a)(5) |
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Investment Company Act Section 3(c) |
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Section 3(c)(1) |
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Section 3(c)(9) |
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Section 3(c)(2) |
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Section 3(c)(10) |
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Section 3(c)(3) |
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Section 3(c)(11) |
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Section 3(c)(4) |
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Section 3(c)(12) |
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Section 3(c)(5) |
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Section 3(c)(13) |
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Section 3(c)(6) |
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Section 3(c)(14) |
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7. Type of Filing
| |
New Notice |
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Date of First Sale |
2016-09-23 |
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First Sale Yet to Occur |
| X |
Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
| X |
Equity |
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Pooled Investment Fund Interests |
| |
Debt |
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Tenant-in-Common Securities |
| |
Option, Warrant or Other Right to Acquire Another Security |
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Mineral Property Securities |
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Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
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Other (describe) |
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10. Business Combination Transaction
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor |
$5,000
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
|
None |
|
| JCC Advisors, LLC |
146776 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 3012 Ivy Glenn Drive |
Suite 180 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Laguna Niguel |
CALIFORNIA |
92677 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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| ALASKA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| IOWA |
| KANSAS |
| LOUISIANA |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| NEBRASKA |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| VIRGINIA |
| WASHINGTON |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Thomas Nixon |
833930 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
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| Elish & Elish |
24409 |
| Street Address 1 |
Street Address 2 |
| 169 E. Pike Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Cannonsburg |
PENNSYLVANIA |
15317 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Richard Jackman |
2501641 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
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| Crown Capital Securities |
6312 |
| Street Address 1 |
Street Address 2 |
| 725 Town & Country Road |
Suite 350 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Orange |
CALIFORNIA |
90230 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Blayne Anderson |
5727397 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
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| Parkland Securities |
115368 |
| Street Address 1 |
Street Address 2 |
| 300 Parkland Plaza |
| City |
State/Province/Country |
ZIP/Postal Code |
| Ann Arbor |
MICHIGAN |
48103 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Nathan Tiarks |
4130957 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
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| Parkland Securities |
115368 |
| Street Address 1 |
Street Address 2 |
| 300 Parkland Plaza |
| City |
State/Province/Country |
ZIP/Postal Code |
| Ann Arbor |
MICHIGAN |
48103 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Taylor Ashland |
5732470 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
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| Parkland Securities |
115638 |
| Street Address 1 |
Street Address 2 |
| 300 Parkland Plaza |
| City |
State/Province/Country |
ZIP/Postal Code |
| Ann Arbor |
MICHIGAN |
48103 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Sigma Financial Corp |
14303 |
| (Associated) Broker or Dealer |
X |
None |
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| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 300 Parkland Plaza |
| City |
State/Province/Country |
ZIP/Postal Code |
| Ann Arbor |
MICHIGAN |
48103 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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| GEORGIA |
| ILLINOIS |
| MICHIGAN |
| MINNESOTA |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Frank Chauner |
735725 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
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| Chauner Securities |
10075 |
| Street Address 1 |
Street Address 2 |
| 666 Dundee Rd |
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 |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Madison Avenue Securities |
23224 |
| (Associated) Broker or Dealer |
X |
None |
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| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 15050 Avenue of Science |
Suite 150 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Diego |
CALIFORNIA |
92128 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
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| ARIZONA |
| ILLINOIS |
| MARYLAND |
| MISSOURI |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
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| First Allied Securities |
32444 |
| (Associated) Broker or Dealer |
X |
None |
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| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 655 West Broadway |
12th Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Diego |
CALIFORNIA |
92101 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| FLORIDA |
| MICHIGAN |
| TEXAS |
|
| Recipient |
| Recipient CRD Number |
|
None |
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| James Franklin |
4799613 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
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| Cetera Advisors |
10299 |
| Street Address 1 |
Street Address 2 |
| 4600 S. 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 |
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| Recipient |
| Recipient CRD Number |
|
None |
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| Kiffin Anderson |
4668159 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Cetera Advisors |
10299 |
| Street Address 1 |
Street Address 2 |
| 4600 S. 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 |
|
|
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| Recipient |
| Recipient CRD Number |
|
None |
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| Tristan Bliesner |
5206253 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Cetera Advisors |
10299 |
| Street Address 1 |
Street Address 2 |
| 4600 S. 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 |
|
|
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| Recipient |
| Recipient CRD Number |
|
None |
|
| Brett Anderson |
2614044 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
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| Cetera Adisors Networks |
13572 |
| Street Address 1 |
Street Address 2 |
| 200 N. Sepulveda Blvd |
Suite 1300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| El Segundo |
CALIFORNIA |
90245 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
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| Recipient |
| Recipient CRD Number |
|
None |
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| Matthew Fish |
3135075 |
| (Associated) Broker or Dealer |
|
None |
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| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Cetera Advisors Networks |
13572 |
| Street Address 1 |
Street Address 2 |
| 200 N. Sepulveda Blvd |
Suite 1300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| El Segundo |
CALIFORNIA |
90245 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
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| Recipient |
| Recipient CRD Number |
|
None |
|
| Gerald Januschka |
1362205 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Cetera Advisors Networks |
13572 |
| Street Address 1 |
Street Address 2 |
| 200 N. Spulveda Blvd |
Suite 1300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| El Segundo |
CALIFORNIA |
90245 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Centaurus Financial |
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 |
|
|
| ARIZONA |
| CALIFORNIA |
| IDAHO |
| MINNESOTA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Kalos Capital |
44337 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 11525 Prak Woods Circle |
Suite 280 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Alpharetta |
GEORGIA |
30005 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| FLORIDA |
| MARYLAND |
| MICHIGAN |
| MINNESOTA |
| NEW JERSEY |
| NORTH CAROLINA |
| OHIO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TEXAS |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Josephine Erwin Bock |
2887883 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Girard Securities |
18697 |
| 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 |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Thomas Baumler |
1283960 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Girard Securities |
18697 |
| 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 |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Brandon Barile |
2554323 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| International Assets Advisory |
10645 |
| Street Address 1 |
Street Address 2 |
| 390 North Orange Street |
Suite 750 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Orlando |
FLORIDA |
32801 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Independent Financial Group |
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 |
|
|
| CALIFORNIA |
| HAWAII |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| NEW JERSEY |
| TENNESSEE |
| TEXAS |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Mark Atchity |
2530342 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| ARI Financial Services |
137608 |
| Street Address 1 |
Street Address 2 |
| 6240 W 135th Street |
Suite 214 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Overland Park |
KANSAS |
66223 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Brian Candler |
2802438 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| ARI Financial Services |
137608 |
| Street Address 1 |
Street Address 2 |
| 6240 W 135th Street |
Suite 214 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Overland Park |
KANSAS |
66223 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Nick Garry |
5020446 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| American Portfolios |
18487 |
| Street Address 1 |
Street Address 2 |
| 4250 Veteran's Memorial HWY |
4th Floor, Suite 420E |
| City |
State/Province/Country |
ZIP/Postal Code |
| Holbrook |
NEW YORK |
11741 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Ameritas Investment Group |
14869 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 5900 "O" Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Lincoln |
NEBRASKA |
68510 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| CALIFORNIA |
| NEBRASKA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Gilbert Sabatka |
1229982 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Berthel Fisher |
13609 |
| Street Address 1 |
Street Address 2 |
| 4201 42nd Street |
Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Cedar Rapids |
IOWA |
52402 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Joe Hall |
833873 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Berthel Fisher |
13609 |
| Street Address 1 |
Street Address 2 |
| 4201 42nd Street |
Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Cedar Rapids |
IOWA |
52402 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Mary Oestmann |
3063844 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Berthel Fisher |
13609 |
| Street Address 1 |
Street Address 2 |
| 4201 42nd Street |
Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Cedar Rapids |
IOWA |
52402 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Lisa Allen |
1198978 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Calton & Associates |
20999 |
| Street Address 1 |
Street Address 2 |
| 2701 N. Rocky Point Drive |
Suite 1000 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Tampa |
FLORIDA |
33607 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Mikiel Featherston |
1885948 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Calton & Associates |
20999 |
| Street Address 1 |
Street Address 2 |
| 2701 N. Rocky Point Drive |
Suite 1000 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Tampa |
FLORIDA |
33607 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Marc Seeherman |
1131557 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Calton & Associates |
20999 |
| Street Address 1 |
Street Address 2 |
| 2701 N. Rocky Point Drive |
Suite 1000 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Tampa |
FLORIDA |
33607 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
| FLORIDA |
| NEW JERSEY |
| NEW YORK |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Jason Vanclef |
5096529 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| VFG Securities |
15121 |
| Street Address 1 |
Street Address 2 |
| 100 Corporate Ponte |
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 |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Mark Trewitt |
1364490 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| VFG Securities |
15121 |
| 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 |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Murray Todd Peterson |
1311730 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| SCF Securities |
47275 |
| Street Address 1 |
Street Address 2 |
| 155 E. Shaw Avenue |
Suite 102 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Fresno |
CALIFORNIA |
93710 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Summit Brokerage Services |
34643 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 595 S. Federal Highway |
Suite 500 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Boca Raton |
FLORIDA |
33432 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| KANSAS |
| MARYLAND |
| NEBRASKA |
| NEW YORK |
| OREGON |
| TEXAS |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Jeffrey Fruchtenicht |
2111746 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| United Planners Fin Serv |
20804 |
| Street Address 1 |
Street Address 2 |
| 7333 E. Doubletree Ranch Rd |
#120 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Scottsdale |
ARIZONA |
85258 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Todd Ackermann |
2030049 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| United Planners Fin Serv |
20804 |
| Street Address 1 |
Street Address 2 |
| 7333 E. Dobuletree Ranch Rd |
#120 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Scottsdale |
ARIZONA |
85258 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Wendy A Fleishmann |
5561064 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| United Planners Fin Serv |
20804 |
| Street Address 1 |
Street Address 2 |
| 7333 E. Doubletree Ranch Rd |
#120 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Scottsdale |
ARIZONA |
85258 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
13. Offering and Sales Amounts
| Total Offering Amount |
$100,000,000
|
USD |
|
| Total Amount Sold |
$15,560,750
|
USD |
| Total Remaining to be Sold |
$84,439,250
|
USD |
|
Clarification of Response (if Necessary):
Offering is $75,000,000, expandable to $100,000,000.14. 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: |
|
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 |
$1,187,349
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
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.
Clarification of Response (if Necessary):
The managing general partner received Engineering and Completion fees based on the issuer's share of the drilling, completion and acquisition costs of its wells.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 |
| APX New Harmony Partners-A, LP |
David Cohen |
David Cohen |
VP, APX Energy, LLC, MGP |
2017-01-18 |
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.