This is the Primary Document downloaded from EDGAR on 2/14/2023 3:53:07 PM EST for EFDID 468391 and Accession Number 0001692951-23-000013.
Please note that this is not the current Accession Number for this EFDId.
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 |
|
Entity Type |
| 0001958148 |
|
| |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| X |
Other (Specify) |
Statutory Trust |
| Name of Issuer |
|---|
| JLLX West Phoenix Distribution Center DST |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2022 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| JLLX West Phoenix Distribution Center DST |
| Street Address 1 |
Street Address 2 |
| 333 WEST WACKER DRIVE, SUITE 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| CHICAGO |
ILLINOIS |
60606 |
312-897-4000 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| JLL Exchange TRS, LLC |
N/A |
| Street Address 1 |
Street Address 2 |
| 333 West Wacker Drive, Suite 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Chicago |
ILLINOIS |
60606 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Sponsor of Issuer
| Last Name |
First Name |
Middle Name |
| LaSalle Investment Management, Inc. |
N/A |
| Street Address 1 |
Street Address 2 |
| 333 West Wacker Drive, Suite 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Chicago |
ILLINOIS |
60606 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Sponsor of Issuer
| Last Name |
First Name |
Middle Name |
| Falk |
Gregory |
A. |
| Street Address 1 |
Street Address 2 |
| 333 West Wacker Drive, Suite 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Chicago |
ILLINOIS |
60606 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| LIPT Reems Road, LLC |
N/A |
| Street Address 1 |
Street Address 2 |
| 333 West Wacker Drive, Suite 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Chicago |
ILLINOIS |
60606 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
4. Industry Group
| |
Agriculture |
|
Banking & Financial Services |
|
| |
Commercial Banking |
| |
Insurance |
| |
Investing |
| |
Investment Banking |
| |
Pooled Investment Fund |
|
|
|
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940? |
|
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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 |
| |
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) |
|
| X |
Rule 506(b) |
|
| |
Rule 506(c) |
|
| |
Securities Act Section 4(a)(5) |
|
| |
Investment Company Act Section 3(c) |
|
| |
Section 3(c)(1) |
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Section 3(c)(9) |
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| |
Section 3(c)(2) |
|
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) |
|
Section 3(c)(12) |
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| |
Section 3(c)(5) |
|
Section 3(c)(13) |
|
| |
Section 3(c)(6) |
|
Section 3(c)(14) |
|
|
|
7. Type of Filing
| |
New Notice |
|
Date of First Sale |
2022-12-08 |
|
|
First Sale Yet to Occur |
| X |
Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? |
|
|
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? |
|
|
Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor |
$75,000
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
|
None |
|
| LaSalle Investment Management Distributors, LLC |
157625 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 333 West Wacker Drive, Suite 2300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Chicago |
ILLINOIS |
60606 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| CHRISTINA NIELSON |
4866971 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DAI SECURITIES, LLC |
36673 |
| Street Address 1 |
Street Address 2 |
| 650 Town Center Drive?Suite 1400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Costa Mesa |
CALIFORNIA |
92626 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| HAWAII |
| IDAHO |
| IOWA |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MASSACHUSETTS |
| MICHIGAN |
| MONTANA |
| NEVADA |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| TEXAS |
| UTAH |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| WILLIAM PATRICK BRENNAN |
3090544 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| INDEPENDENT FINANCIAL GROUP, LLC |
7717 |
| Street Address 1 |
Street Address 2 |
| 8910 University Center Lane, STE 150 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Diego |
CALIFORNIA |
92122 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| NEVADA |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| JOSEPH P WERNER |
6645379 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| LaSalle Investment Management Distributors, LLC |
157625 |
| Street Address 1 |
Street Address 2 |
| 333 West Wacker Drive, Suite 2300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Chicago |
ILLINOIS |
60606 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| KAREN LESLIE VARNHAGEN |
1144429 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 555 California Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Francisco |
CALIFORNIA |
94104 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| HAWAII |
| IDAHO |
| ILLINOIS |
| MASSACHUSETTS |
| MICHIGAN |
| MONTANA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| OREGON |
| TENNESSEE |
| TEXAS |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| TRACY BIRD |
4147085 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 55 East 52nd Street, 29th Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| New York |
NEW YORK |
10055 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| ILLINOIS |
| IOWA |
| KANSAS |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| DAVID ROBERT ESHAM |
2215529 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 150 West Market Street, Suite 301 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Salisbury |
MARYLAND |
21801 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| PIOTR G GALUS |
5215429 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 1200 Mount Kemble Avenue, Floor 2 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Morristown |
NEW JERSEY |
07960 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| ILLINOIS |
| INDIANA |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MISSOURI |
| MONTANA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| VIRGINIA |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| PAUL WARREN JACKSON |
2998795 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 500 108th Avenue, North East, Suite 1900 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Bellevue |
WASHINGTON |
98004 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| BENJAMIN WILLEY |
6131772 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 2727 Hollycroft Street, Suite 330 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Gig Harbor |
WASHINGTON |
98335 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALASKA |
| ARIZONA |
| CALIFORNIA |
| GEORGIA |
| IDAHO |
| ILLINOIS |
| KANSAS |
| MONTANA |
| NEVADA |
| OKLAHOMA |
| OREGON |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| CYNTHIA MARY COUYOUMJIAN |
1456630 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| INDEPENDENT FINANCIAL GROUP, LLC |
7717 |
| Street Address 1 |
Street Address 2 |
| 15145 Woodlawn Avenue, Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Tustin |
CALIFORNIA |
92780 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| IDAHO |
| INDIANA |
| IOWA |
| LOUISIANA |
| MARYLAND |
| MICHIGAN |
| MISSOURI |
| NEVADA |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| FRANK COULSON III |
3100920 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 100 Front Street, Suite 600 |
| City |
State/Province/Country |
ZIP/Postal Code |
| West Conshohocken |
PENNSYLVANIA |
19428 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MONTANA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| KEVIN HUNTINGTON |
5934354 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 1650 Market Street, 42nd Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| Philadelphia |
PENNSYLVANIA |
19103 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| INDIANA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| PAULINA MATEL |
6125677 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
14977 |
| Street Address 1 |
Street Address 2 |
| 227 West Monroe Street, Suite 3400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Chicago |
ILLINOIS |
60606 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| RICHARD GRUND |
2284738 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| COMMONWEALTH FINANCIAL NETWORK |
8032 |
| Street Address 1 |
Street Address 2 |
| 2200 North Commerce Parkway, Suite 202 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Weston |
FLORIDA |
33326 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| INDIANA |
| KENTUCKY |
| MAINE |
| MASSACHUSETTS |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| MICHELLE VIZZI |
4780371 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| INDEPENDENT FINANCIAL GROUP, LLC |
7717 |
| Street Address 1 |
Street Address 2 |
| 1520 N EL Camino Real, Unit 1 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Clemente |
CALIFORNIA |
92672 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| SCOTT MACHEN |
4578808 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| INDEPENDENT FINANCIAL GROUP, LLC |
7717 |
| Street Address 1 |
Street Address 2 |
| 2377 Gold Meadow Way, Suite 176 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Gold River |
CALIFORNIA |
95670 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| MASSACHUSETTS |
| NEVADA |
| OREGON |
| TEXAS |
| UTAH |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| DAVID JENNINGS |
2843403 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| JANNEY MONTGOMERY SCOTT LLC |
463 |
| Street Address 1 |
Street Address 2 |
| 1021 E. Cary St., Two James Center |
Suite 1000 |
| 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 |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| NEVADA |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| LENORE DUNLOP |
7029219 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 2825 N. University Drive, Suite 400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Coral Springs |
FLORIDA |
33065 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| ILLINOIS |
| INDIANA |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TEXAS |
| VERMONT |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| GARY R BERGERON |
5703575 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 100 Middle Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Portland |
MAINE |
04101 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALASKA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| DOUGLAS M DIRKS |
4068542 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 8300 Norman Center Drive |
| City |
State/Province/Country |
ZIP/Postal Code |
| Bloomington |
MINNESOTA |
55437 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| FLORIDA |
| ILLINOIS |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| THOMAS RISHOVD |
2572728 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 225 South 6th Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Minneapolis |
MINNESOTA |
55402 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| HEATHER REED |
5813143 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RBC CAPITAL MARKETS LLC |
31194 |
| Street Address 1 |
Street Address 2 |
| 975 Oak Street, Suite 450 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Eugene |
OREGON |
97401-3131 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| IDAHO |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MINNESOTA |
| NEVADA |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
13. Offering and Sales Amounts
| Total Offering Amount |
$146,515,397
|
USD |
|
| Total Amount Sold |
$73,413,320
|
USD |
| Total Remaining to be Sold |
$73,102,077
|
USD |
|
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: |
|
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 |
$10,256,078
|
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):
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 the issuer 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 Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) 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 |
| JLLX West Phoenix Distribution Center DST |
Gregory A. Falk |
Gregory A. Falk |
Vice President of the Signatory Trustee |
2023-02-13 |
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.