This is the Primary Document downloaded from EDGAR on 2/24/2021 6:01:57 AM EST for EFDID 352948 and Accession Number 0001829203-21-000001.
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
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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 |
| 0001829203 |
|
| |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| X |
Other (Specify) |
Statutory Trust |
| Name of Issuer |
|---|
| Passco Preserve DST |
| 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 |
|---|
| Passco Preserve DST |
| Street Address 1 |
Street Address 2 |
| 2050 MAIN STREET, SUITE 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| IRVINE |
CALIFORNIA |
92614 |
(949) 263-7900 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Sullivan |
Larry |
K |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
President of the Sole Member of the Issuer's Manager
| Last Name |
First Name |
Middle Name |
| Passo |
William |
O. |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Brown |
Belden |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Jahncke |
Thomas |
B. |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Passco Companies, LLC |
Passco Companies, LLC |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Passco Preserve Depositor, LLC |
Passco Preserve Depositor, LLC |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Passco Preserve Manager, LLC |
Passco Preserve Manager, LLC |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| 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? |
|
|
| |
Other Banking & Financial Services |
|
| |
Business Services |
|
Energy |
|
|
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Health Care |
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| |
Manufacturing |
|
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 |
|
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) |
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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) |
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Section 3(c)(12) |
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| |
Section 3(c)(5) |
|
Section 3(c)(13) |
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| |
Section 3(c)(6) |
|
Section 3(c)(14) |
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|
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7. Type of Filing
| |
New Notice |
|
Date of First Sale |
2020-10-28 |
|
|
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 |
$25,000
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
|
None |
|
| William Olaf Passo |
1577661 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Passco Capital, Inc. |
117323 |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Irvine |
CALIFORNIA |
92614 |
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 |
| DISTRICT OF COLUMBIA |
| 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 |
|
| Norman Dwight Loofbourrow |
1310725 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| American Investors Company |
38 |
| Street Address 1 |
Street Address 2 |
| 2410 Camino Ramon, #185 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Ramon |
CALIFORNIA |
94583 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| IDAHO |
| NEVADA |
| OREGON |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Kirk Dudley Dobson |
4049865 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Ameritas Investment Company, LLC |
14869 |
| Street Address 1 |
Street Address 2 |
| 3150 Crow Canyon Place, #200 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Ramon |
CALIFORNIA |
94583 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| OREGON |
| TEXAS |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Christopher Alan Riel |
6222615 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Ameritas Investment Company, LLC |
14869 |
| Street Address 1 |
Street Address 2 |
| 3150 Crow Canyon Place, #200 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Ramon |
CALIFORNIA |
94583 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| COLORADO |
| NEW YORK |
| NORTH CAROLINA |
| OREGON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Anthony Nori |
1238551 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Centaurus Financial, Inc. |
30833 |
| Street Address 1 |
Street Address 2 |
| 4500 W. Eldorado Parkway, Suite 1350 |
| City |
State/Province/Country |
ZIP/Postal Code |
| McKinney |
TEXAS |
75070 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| MICHIGAN |
| MISSISSIPPI |
| MISSOURI |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OREGON |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Mark Joseph Menne |
5878556 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Centaurus Financial, Inc. |
30833 |
| Street Address 1 |
Street Address 2 |
| 31 Humboldt Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Simi Valley |
CALIFORNIA |
93065 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| CONNECTICUT |
| IDAHO |
| TEXAS |
| UTAH |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Surya Joshua Kane Metzler |
4558292 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Centaurus Financial, Inc. |
30833 |
| Street Address 1 |
Street Address 2 |
| 4695 Macarthur Court, Suite 1100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Newport Beach |
CALIFORNIA |
92660 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| NEVADA |
| NEW YORK |
| TEXAS |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Concorde Investment Services, LLC |
151604 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 19500 Victor Parkway, Suite 550 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Livonia |
MICHIGAN |
48152 |
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 |
| DISTRICT OF COLUMBIA |
| 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 |
|
| Christina Suzanne 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 |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| MONTANA |
| NEVADA |
| NEW JERSEY |
| NEW YORK |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| TEXAS |
| UTAH |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Joseph William Kantakevich |
5624294 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DAI Securities, LLC |
36673 |
| Street Address 1 |
Street Address 2 |
| 1101 Wootton Parkway, Suite 400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Rockville |
MARYLAND |
20852 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| COLORADO |
| DISTRICT OF COLUMBIA |
| KENTUCKY |
| MARYLAND |
| NORTH CAROLINA |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Nathaniel Michael Kuhn |
4624143 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DAI Securities, LLC |
36673 |
| Street Address 1 |
Street Address 2 |
| 120 W Eastman Street, #300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Arlington Heights |
ILLINOIS |
60004 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| ILLINOIS |
| INDIANA |
| MINNESOTA |
| NEW JERSEY |
| OHIO |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Michael Allan Bendix |
5379777 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DFPG Investments, LLC |
155576 |
| Street Address 1 |
Street Address 2 |
| 903 Springwood Lane |
| City |
State/Province/Country |
ZIP/Postal Code |
| Encinitas |
CALIFORNIA |
92024 |
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 |
| HAWAII |
| IDAHO |
| ILLINOIS |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| MASSACHUSETTS |
| MISSOURI |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| OHIO |
| OREGON |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Scott Sheehan |
2328614 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DFPG Investments, LLC |
155576 |
| Street Address 1 |
Street Address 2 |
| 2 Orr Hatch Drive |
| City |
State/Province/Country |
ZIP/Postal Code |
| Cornwall |
NEW YORK |
12518 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| IDAHO |
| ILLINOIS |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| NEVADA |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| TEXAS |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Thomas Haneman Shanley |
2127985 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DFPG Investments, LLC |
155576 |
| Street Address 1 |
Street Address 2 |
| 7287 Greenridge Road, Suite 4 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Windsor |
COLORADO |
80550 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| TEXAS |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Jeffrey MacDonald Holt |
1334807 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| FMN Capital Corporation |
38105 |
| Street Address 1 |
Street Address 2 |
| 26041 Acero |
| City |
State/Province/Country |
ZIP/Postal Code |
| Mission Viejo |
CALIFORNIA |
92691 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| GEORGIA |
| HAWAII |
| IDAHO |
| TEXAS |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Joyce An Thomas |
2713664 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Independent Financial Group, LLC |
7717 |
| Street Address 1 |
Street Address 2 |
| 660 N. Diamond Bar Blvd, #268 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Diamond Bar |
CALIFORNIA |
91765 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| NEVADA |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Kelly H. Clyde |
4825839 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Independent Financial Group, LLC |
7717 |
| Street Address 1 |
Street Address 2 |
| 4041 MacArthur Blvd., Suite 240 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Newport Beach |
CALIFORNIA |
92660 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| IDAHO |
| NEVADA |
| NEW YORK |
| TENNESSEE |
| TEXAS |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Wenjinn James Chang |
4536266 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Independent Financial Group, LLC |
7717 |
| Street Address 1 |
Street Address 2 |
| 15245 Shady Grover Road, Suite 310 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Rockville |
MARYLAND |
20850 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| ILLINOIS |
| INDIANA |
| MARYLAND |
| MICHIGAN |
| MISSISSIPPI |
| NEVADA |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| PENNSYLVANIA |
| TEXAS |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| George Martin Hjorth |
2209607 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Innovation Partners LLC |
146344 |
| 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 |
|
|
| ARIZONA |
| CALIFORNIA |
| NEVADA |
| NORTH CAROLINA |
| SOUTH CAROLINA |
| UTAH |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Curtis Jerome Sathre III |
2459115 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| JRL Capital Corporation |
10225 |
| Street Address 1 |
Street Address 2 |
| 23121 Verdugo Drive, Suite 205 |
| 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 |
|
|
| ARIZONA |
| CALIFORNIA |
| FLORIDA |
| IDAHO |
| OREGON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Robert Alan Horning |
2311640 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| McDermott Investment Services, LLC |
154926 |
| Street Address 1 |
Street Address 2 |
| 6633 S. Halm Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| Los Angeles |
CALIFORNIA |
90056 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| FLORIDA |
| HAWAII |
| ILLINOIS |
| IOWA |
| LOUISIANA |
| NEVADA |
| NEW YORK |
| SOUTH DAKOTA |
| TEXAS |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Eric Arthur Bicknese |
2829451 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Nationwide Planning Associates Inc. |
31029 |
| Street Address 1 |
Street Address 2 |
| 405 Lexington Avenue, 9th Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| New York |
NEW YORK |
10174 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| INDIANA |
| LOUISIANA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TEXAS |
| VERMONT |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Michael Gregory Stafford |
2108900 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Nationwide Planning Associates Inc. |
31029 |
| Street Address 1 |
Street Address 2 |
| 232 Boulevard, Suite 4 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Hasbrouck Heights |
NEW JERSEY |
07604 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| FLORIDA |
| MAINE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| PENNSYLVANIA |
| SOUTH CAROLINA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Athan Antonopoulos |
4946791 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Oak Tree Securities, Inc. |
18126 |
| Street Address 1 |
Street Address 2 |
| 1872 Homestead Road |
| City |
State/Province/Country |
ZIP/Postal Code |
| Santa Clara |
CALIFORNIA |
95050 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| NEVADA |
| TENNESSEE |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Scott Neal Glazer |
1236789 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Precision Securities, LLC |
103976 |
| Street Address 1 |
Street Address 2 |
| 16885 Via Del Campo Court, Suite 120 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Diego |
CALIFORNIA |
92127 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| NEW YORK |
| OREGON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| April Diane Guinchard |
1729146 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RCX Capital Group, LLC |
114290 |
| Street Address 1 |
Street Address 2 |
| 271 Bamboo Road |
| City |
State/Province/Country |
ZIP/Postal Code |
| Boone |
NORTH CAROLINA |
28607 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| ILLINOIS |
| MINNESOTA |
| MISSISSIPPI |
| NEW JERSEY |
| NEW YORK |
| OHIO |
| SOUTH CAROLINA |
| TEXAS |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Jean Louis Guinchard |
1983431 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RCX Capital Group, LLC |
114290 |
| Street Address 1 |
Street Address 2 |
| 271 Bamboo Road |
| City |
State/Province/Country |
ZIP/Postal Code |
| Boone |
NORTH CAROLINA |
28607 |
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 |
| DISTRICT OF COLUMBIA |
| 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 |
|
| Paul M. Grumann |
4281475 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RCX Capital Group, LLC |
114290 |
| Street Address 1 |
Street Address 2 |
| 3000 Cole Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Golden |
COLORADO |
80401 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| IDAHO |
| MISSOURI |
| NEW YORK |
| TEXAS |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Scott Offerman |
4619093 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| TCFG Wealth Management, LLC |
164153 |
| Street Address 1 |
Street Address 2 |
| 10323 Deerpark Drive |
| City |
State/Province/Country |
ZIP/Postal Code |
| Missouri City |
TEXAS |
77459 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| NEW YORK |
| PENNSYLVANIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Thomas Book Jahncke |
1078444 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Titan Securities |
131392 |
| 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 |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| 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 |
|
| Trawnegan Gall |
6266415 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Wealthforge Securities, LLC |
152550 |
| Street Address 1 |
Street Address 2 |
| 1 City Boulevard West, Suite 870 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Orange |
CALIFORNIA |
92868 |
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 |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| IDAHO |
| INDIANA |
| IOWA |
| KANSAS |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Tomas Juhan Velken |
1600404 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Whitehall-Parker Securities, Inc. |
10608 |
| Street Address 1 |
Street Address 2 |
| 117 Paul Drive, Suite B |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Rafael |
CALIFORNIA |
94903 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Rick Chess |
1127716 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Crescent Securities Group, Inc. |
114993 |
| 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 |
|
All States |
|
|
| CALIFORNIA |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| INDIANA |
| KENTUCKY |
| MARYLAND |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TEXAS |
| VERMONT |
| VIRGINIA |
|
13. Offering and Sales Amounts
| Total Offering Amount |
$30,375,000
|
USD |
|
| Total Amount Sold |
$30,375,000
|
USD |
| Total Remaining to be Sold |
$0
|
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 |
$2,657,813
|
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):
Passco Preserve Depositor, LLC will be responsible for paying certain fees and costs of approximately $4,368,861.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 |
| Passco Preserve DST |
/s/ Larry K. Sullivan |
Larry K. Sullivan |
President of the Sole Member of the Issuer's Manager |
2021-02-23 |
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.