This is the Primary Document downloaded from EDGAR on 2/11/2021 10:30:06 AM EST for EFDID 363228 and Accession Number 0001842343-21-000002.

Please note that this is not the current Accession Number for this EFDId.

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
0001842343
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Delaware Statutory Trust
Name of Issuer
CX Evergreens at Mahan, 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
CX Evergreens at Mahan, DST
Street Address 1 Street Address 2
4890 WEST KENNEDY BOULEVARD SUITE 200
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
TAMPA FLORIDA 33609 (813) 281-1023

3. Related Persons

Last Name First Name Middle Name
Carter John E.
Street Address 1 Street Address 2
4890 West Kennedy Boulevard Suite 200
City State/Province/Country ZIP/PostalCode
Tampa FLORIDA 33609
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

President of the Manager of the Issuer
Last Name First Name Middle Name
Carter Exchange Fund Management Company, LLC N/A
Street Address 1 Street Address 2
4890 West Kennedy Boulevard Suite 200
City State/Province/Country ZIP/PostalCode
Tampa FLORIDA 33609
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Sponsor of the Issuer
Last Name First Name Middle Name
CX Evergreens at Mahan Manager, LLC N/A
Street Address 1 Street Address 2
4890 West Kennedy Boulevard Suite 200
City State/Province/Country ZIP/PostalCode
Tampa FLORIDA 33609
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Manager and Signatory Trustee of the Issuer
Last Name First Name Middle Name
CX Evergreens at Mahan Depositor, LLC N/A
Street Address 1 Street Address 2
4890 West Kennedy Boulevard Suite 200
City State/Province/Country ZIP/PostalCode
Tampa FLORIDA 33609
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Depositor of the Issuer

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 2021-01-20    First Sale Yet to Occur
X Amendment

8. Duration of Offering

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

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

X Equity X 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?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Roger Boggess 5007422
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Great Point Capital LLC 114203
Street Address 1 Street Address 2
200 W. Jackson Boulevard 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		    All States
   Foreign/non-US
MARYLAND
Recipient
Recipient CRD Number    None
Roger Bowlin 1905652
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Concorde Investment Services, LLC 151604
Street Address 1 Street Address 2
2731-77th Avenue SE Suite 100
City State/Province/Country ZIP/Postal Code
Mercer Island WASHINGTON 98040
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
WASHINGTON
Recipient
Recipient CRD Number    None
Peter Dorn 1089858
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Cape Securities Inc. 7072
Street Address 1 Street Address 2
1600 Pennsylvania Avenue
City State/Province/Country ZIP/Postal Code
McDonough GEORGIA 30253
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
Recipient
Recipient CRD Number    None
Gary Chapman 5244594
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Concorde Investment Services, LLC 151604
Street Address 1 Street Address 2
111 Monument Circle Suite 2700
City State/Province/Country ZIP/Postal Code
Indianapolis INDIANA 46204
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
Recipient
Recipient CRD Number    None
Deborah Stackpole 4969850
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Stonecrest Capital Markets, Inc. 39616
Street Address 1 Street Address 2
45 N. Broad Street Suite 401
City State/Province/Country ZIP/Postal Code
Ridgewood NEW JERSEY 07450
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
Recipient
Recipient CRD Number    None
Edward Kasperavich 4970038
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Stonecrest Capital Markets, Inc. 396616
Street Address 1 Street Address 2
45 N. Broad Street Suite 401
City State/Province/Country ZIP/Postal Code
Ridgewood NEW JERSEY 07450
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
Recipient
Recipient CRD Number    None
Robert Langhorst 1832998
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Dempsey Lord Smith, LLC 141238
Street Address 1 Street Address 2
276 Curtis Parkway
City State/Province/Country ZIP/Postal Code
Calhoun GEORGIA 30701
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MISSOURI
Recipient
Recipient CRD Number    None
Benjamin Carmona 5120428
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Emerson Equity LLC 130032
Street Address 1 Street Address 2
9940 Research Drive Suite 200
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92618
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
David Levinson 705929
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
American Trust Investment Services, Inc. 3001
Street Address 1 Street Address 2
4722 Main Street
City State/Province/Country ZIP/Postal Code
Lisle ILLINOIS 60532
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Kyle Cowand 2317710
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Coastal Equities, Inc. 23769
Street Address 1 Street Address 2
12304 Alcanza Drive
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78739
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Frank Piscitelli 6935623
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Lightpath Capital, Inc. 34617
Street Address 1 Street Address 2
848 Prospect Street Suite B
City State/Province/Country ZIP/Postal Code
La Jolla CALIFORNIA 92037
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEVADA

13. Offering and Sales Amounts

Total Offering Amount $33,792,545 USD
or    Indefinite
Total Amount Sold $5,402,528 USD
Total Remaining to be Sold $28,390,017 USD
or    Indefinite

Clarification of Response (if Necessary):

Regarding Item 11, the Issuer may accept smaller investments in the Issuer'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:
14

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 $3,125,811 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Sales Commissions include estimates of the maximum amount of Selling Commissions, Dealer Fees and Expense Reimbursements that may be paid to one or more Related Persons.

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.

$1,717,925 USD
X Estimate

Clarification of Response (if Necessary):

Item 16 is an estimate of acquisition fees, reimbursements for certain acquisition and financing costs, and offering and organizational expenses that may accrue to one or more Related Persons.

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
CX Evergreens at Mahan, DST /s/ Robert Dallas Whitaker, Jr Robert Dallas Whitaker, Jr. Vice President of the Manager of the Issuer 2021-02-11

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.