This is the Primary Document downloaded from EDGAR on 9/7/2021 1:25:58 PM EST for EFDID 388844 and Accession Number 0001866896-21-000001.

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

SEC FORM D

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
0001866896
Corporation
Limited Partnership
X Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Turkey Bluff Partners, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2021
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Turkey Bluff Partners, LLC
Street Address 1 Street Address 2
2015 3RD AVENUE NORTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BIRMINGHAM ALABAMA 35203 205.410.1376

3. Related Persons

Last Name First Name Middle Name
Rock Management, LLC Green
Street Address 1 Street Address 2
2015 3rd Avenue North
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Ayers Robert Todd
Street Address 1 Street Address 2
2015 3rd Avenue North
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mobley Clayton
Street Address 1 Street Address 2
2015 3rd Avenue North
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Devine Chris
Street Address 1 Street Address 2
2015 3rd Avenue North
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Grayson David
Street Address 1 Street Address 2
2015 3rd Avenue North
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Rock, LLC Green
Street Address 1 Street Address 2
2015 3rd Avenue North
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship: Executive Officer X Director 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?
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

X New Notice Date of First Sale 2021-08-30 First Sale Yet to Occur
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 $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
John C Ravsten 5634077
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Vistia Capital, LLC 311342
Street Address 1 Street Address 2
202 6TH STREET, SUITE 303
City State/Province/Country ZIP/Postal Code
CASTLE ROCK COLORADO 80104
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
ARIZONA
IDAHO
UTAH
Recipient
Recipient CRD Number None
Michael Rose 2954324
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Saxony Securities, Inc. 115547
Street Address 1 Street Address 2
119 WASHINGTON AVENUE Suite 400
City State/Province/Country ZIP/Postal Code
Miami Beach FLORIDA 33139
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
ARIZONA
FLORIDA
NEW JERSEY
SOUTH CAROLINA
Recipient
Recipient CRD Number None
Sudhir Pai 5928622
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Emerson Equity LLC 130032
Street Address 1 Street Address 2
4512 Legacy Drive Suite 100
City State/Province/Country ZIP/Postal Code
Plano TEXAS 75024
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
CALIFORNIA
FLORIDA
ILLINOIS
NEW JERSEY
PENNSYLVANIA
TEXAS
Recipient
Recipient CRD Number None
Rick Martinez 6524415
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Great Point Capital LLC 114203
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		 All States
Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number None
Pete Covino 3107080
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Legacy Wealth Management, LLC 174767
Street Address 1 Street Address 2
13965 W. CHINDEN BLVD. SUITE 100
City State/Province/Country ZIP/Postal Code
Boise IDAHO 83713
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
COLORADO
FLORIDA
IDAHO
Recipient
Recipient CRD Number None
Michael Mandarino 4443175
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
G.A. Repple & Company 17486
Street Address 1 Street Address 2
6917 MAKERS WAY
City State/Province/Country ZIP/Postal Code
Apollo Beach FLORIDA 33572
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number None
Bryan A. Repple 3200280
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
G.A. Repple & Company 17486
Street Address 1 Street Address 2
6917 MAKERS WAY
City State/Province/Country ZIP/Postal Code
Apollo Beach FLORIDA 33572
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
FLORIDA
NEVADA
Recipient
Recipient CRD Number None
Michael Hazen 6103556
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Vistia Capital, LLC 311342
Street Address 1 Street Address 2
202 6TH STREET, SUITE 303
City State/Province/Country ZIP/Postal Code
Castle Rock COLORADO 80104
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number None
Jason Hawke 4177415
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
D.H. Hill Securities, LLLP 41528
Street Address 1 Street Address 2
2484 Stokesberry Pl
City State/Province/Country ZIP/Postal Code
Meridian IDAHO 83646
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
IDAHO
UTAH
Recipient
Recipient CRD Number None
Andy Rad 6121333
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Legacy Wealth Management, LLC 174767
Street Address 1 Street Address 2
13965 W. CHINDEN BLVD. SUITE 100
City State/Province/Country ZIP/Postal Code
Boise IDAHO 83713
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
IDAHO
Recipient
Recipient CRD Number None
Jeffrey Kennedy 5094149
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Center Street Securities, Inc. 26898
Street Address 1 Street Address 2
721 N 24TH ST
City State/Province/Country ZIP/Postal Code
Quincy ILLINOIS 62301
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
Darren Whissen 4716755
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Atomi Financial Advisors 171787
Street Address 1 Street Address 2
20 EXECUTIVE PARK STE 120
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
Foreign/non-US
UTAH
Recipient
Recipient CRD Number None
Brian Crane 7115486
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Legacy Wealth Management, LLC 174767
Street Address 1 Street Address 2
13965 W. CHINDEN BLVD. SUITE 100
City State/Province/Country ZIP/Postal Code
Boise IDAHO 83713
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
UTAH
Recipient
Recipient CRD Number None
Justin Martin 5423666
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Legacy Wealth Management 174767
Street Address 1 Street Address 2
839 N Camille Cir
City State/Province/Country ZIP/Postal Code
Centerville UTAH 84014
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
UTAH

13. Offering and Sales Amounts

Total Offering Amount $8,120,000 USD
or Indefinite
Total Amount Sold $7,012,078 USD
Total Remaining to be Sold $1,107,922 USD
or Indefinite

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:
51

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 $329,018 USD
Estimate
Finders' Fees $0 USD
Estimate

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.

$1,057,500 USD
X Estimate

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
Turkey Bluff Partners, LLC Anthony Georgiafandis Anthony Georgiafandis Counsel 2021-09-07

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.