This is the Primary Document downloaded from EDGAR on 8/10/2021 5:01:51 PM EST for EFDID 344965 and Accession Number 0001818417-21-000001.

SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001818417
Corporation
Limited Partnership
X Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Red Oak Income Opportunity Fund, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2020
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Red Oak Income Opportunity Fund, LLC
Street Address 1 Street Address 2
625 KENMOOR AVENUE SE SUITE 200
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND RAPIDS MICHIGAN 49546 6167346099

3. Related Persons

Last Name First Name Middle Name
Bechtel Gary
Street Address 1 Street Address 2
625 Kenmoor Avenue SE Suite 200
City State/Province/Country ZIP/PostalCode
Grand Rapids MICHIGAN 49546
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer of the Manager of the Issuer
Last Name First Name Middle Name
Elias Joseph
Street Address 1 Street Address 2
625 Kenmoor Avenue SE Suite 200
City State/Province/Country ZIP/PostalCode
Grand Rapids MICHIGAN 49546
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operations Officer of the Manager of the Issuer
Last Name First Name Middle Name
Kennedy Kevin P
Street Address 1 Street Address 2
625 Kenmoor Avenue SE Suite 200
City State/Province/Country ZIP/PostalCode
Grand Rapids MICHIGAN 49546
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Sales and Distribution Officer of the Manager of the Issuer
Last Name First Name Middle Name
Anderson Jason
Street Address 1 Street Address 2
625 Kenmoor Avenue SE Suite 200
City State/Province/Country ZIP/PostalCode
Grand Rapids MICHIGAN 49546
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer of the Manager of the Issuer
Last Name First Name Middle Name
Davis Raymond T
Street Address 1 Street Address 2
625 Kenmoor Avenue SE Suite 200
City State/Province/Country ZIP/PostalCode
Grand Rapids MICHIGAN 49546
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Business Development Officer of the Manager of the Issuer
Last Name First Name Middle Name
LLC Red Oak Capital GP
Street Address 1 Street Address 2
625 Kenmoor Avenue SE Suite 200
City State/Province/Country ZIP/PostalCode
Grand Rapids MICHIGAN 49546
Relationship: X Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Manager of the Issuer and an affiliate of the Sponsor
Last Name First Name Middle Name
LLC Red Oak Capital Holdings
Street Address 1 Street Address 2
625 Kenmoor Avenue SE Suite 200
City State/Province/Country ZIP/PostalCode
Grand Rapids MICHIGAN 49546
Relationship: X Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Sponsor

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)
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 2020-09-23 First Sale Yet to Occur
X Amendment

8. Duration of Offering

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

9. Type(s) of Securities Offered (select all that apply)

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 $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
Crescent Securities Group, Inc. 114993
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
8750 N. Central Expressway Suite 750
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75231
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
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		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
American Trust Investment Services, Inc. 3001
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1244 119th Street
City State/Province/Country ZIP/Postal Code
Whiting INDIANA 46394
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
HAWAII
TEXAS
FLORIDA
NEVADA
WASHINGTON
NEW YORK
SOUTH CAROLINA
SOUTH DAKOTA
WISCONSIN
MASSACHUSETTS
MARYLAND
IOWA
OHIO
GEORGIA
IDAHO
MICHIGAN
OKLAHOMA
CALIFORNIA
UTAH
WEST VIRGINIA
MINNESOTA
WYOMING
ILLINOIS
OREGON
INDIANA
MISSISSIPPI
MONTANA
KANSAS
ALASKA
ALABAMA
VIRGINIA
COLORADO
KENTUCKY
ARKANSAS
CONNECTICUT
PENNSYLVANIA
LOUISIANA
NORTH CAROLINA
NORTH DAKOTA
NEBRASKA
RHODE ISLAND
ARIZONA
NEW HAMPSHIRE
NEW JERSEY
VERMONT
DISTRICT OF COLUMBIA
NEW MEXICO
Recipient
Recipient CRD Number None
Arete Wealth Management, LLC 44856
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1115 W Fulton Market 3rd Floor
City State/Province/Country ZIP/Postal Code
Chicago ILLINOIS 60607
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Center Street 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
2 International Plaza Suite 301
City State/Province/Country ZIP/Postal Code
Nashville TENNESSEE 37217
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
CoreCap Investments, LLC 37068
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
27777 Franklin Road Suite 700
City State/Province/Country ZIP/Postal Code
Southfield MICHIGAN 48034
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
D-Merc Services 292310
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
375 Balsam St
City State/Province/Country ZIP/Postal Code
Lakewood COLORADO 80226
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
MINNESOTA
OREGON
MASSACHUSETTS
TEXAS
NORTH CAROLINA
MARYLAND
ARIZONA
NEW YORK
COLORADO
CALIFORNIA
Recipient
Recipient CRD Number None
Great Point Capital LLC 114203
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 West Jackson Blvd. Suite 1000
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
Foreign/non-US
Recipient
Recipient CRD Number None
Innovation Partners LLC 146344
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5950 Fairview Road Suite 140
City State/Province/Country ZIP/Postal Code
Charlotte NORTH CAROLINA 28210
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
DELAWARE
TEXAS
MASSACHUSETTS
MARYLAND
IOWA
IDAHO
MICHIGAN
UTAH
MINNESOTA
MISSOURI
ILLINOIS
INDIANA
MISSISSIPPI
MONTANA
ALASKA
ALABAMA
VIRGINIA
ARKANSAS
NORTH CAROLINA
NORTH DAKOTA
NEBRASKA
RHODE ISLAND
ARIZONA
NEW HAMPSHIRE
NEW JERSEY
VERMONT
NEW MEXICO
FLORIDA
NEVADA
WASHINGTON
NEW YORK
SOUTH CAROLINA
SOUTH DAKOTA
WISCONSIN
OHIO
GEORGIA
OKLAHOMA
CALIFORNIA
WEST VIRGINIA
WYOMING
OREGON
KANSAS
COLORADO
KENTUCKY
CONNECTICUT
PENNSYLVANIA
LOUISIANA
TENNESSEE
DISTRICT OF COLUMBIA
Recipient
Recipient CRD Number None
International Assets Advisory, LLC 10645
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
390 North Orange Avenue 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		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Kalos Capital, Inc. 44337
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11525 Park 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		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Landolt Securities, Inc. 28352
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
41412 N. Hwy 83
City State/Province/Country ZIP/Postal Code
Antioch ILLINOIS 60002
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Moloney Securities Co., Inc 38535
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13537 Barrett Parkway Drive #300
City State/Province/Country ZIP/Postal Code
Manchester MISSOURI 63021
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Newbridge Securities Corporation 104065
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1200 North Federal Highway Suite 400
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		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Nova Capital Solutions, LLC 174636
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1600 SE 15th Street #305
City State/Province/Country ZIP/Postal Code
Fort Lauderdale FLORIDA 33316
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
SOUTH CAROLINA
MISSOURI
TEXAS
NORTH CAROLINA
FLORIDA
ARIZONA
NEW YORK
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
16775 Addison Road Suite 525
City State/Province/Country ZIP/Postal Code
Addison TEXAS 75001
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
HAWAII
TEXAS
FLORIDA
NEVADA
WASHINGTON
NEW YORK
SOUTH CAROLINA
SOUTH DAKOTA
WISCONSIN
MARYLAND
OHIO
GEORGIA
IDAHO
MICHIGAN
OKLAHOMA
CALIFORNIA
UTAH
WEST VIRGINIA
MINNESOTA
MISSOURI
WYOMING
ILLINOIS
OREGON
INDIANA
MISSISSIPPI
KANSAS
VIRGINIA
COLORADO
ARKANSAS
PENNSYLVANIA
LOUISIANA
NORTH CAROLINA
NEBRASKA
ARIZONA
TENNESSEE
NEW JERSEY
NEW MEXICO
Recipient
Recipient CRD Number None
Westpark Capital, Inc. 39914
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1900 Avenue of the Stars Suite 310
City State/Province/Country ZIP/Postal Code
Los Angeles CALIFORNIA 90067
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $150,000,000 USD
or Indefinite
Total Amount Sold $22,863,000 USD
Total Remaining to be Sold $127,137,000 USD
or Indefinite

Clarification of Response (if Necessary):

The offering is subject to two increases of up to $150,000,000 each, at the Manager's sole discretion.

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:
250

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 $13,350,000 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Sales Commissions of up to $13,350,000 for CORE Bonds.

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.

$3,000,000 USD
X Estimate

Clarification of Response (if Necessary):

An organization and offering expenses fee equal to 2.0% of the gross proceeds payable to the Manager of the Issuer.

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
Red Oak Income Opportunity Fund, LLC /s/ Gary Bechtel Gary Bechtel Chief Executive Officer of the Manager of the Issuer 2021-08-10

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.