This is the Primary Document downloaded from EDGAR on 8/12/2021 10:25:14 AM EST for EFDID 384650 and Accession Number 0001872631-21-000002.

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
0001872631
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
X Other (Specify)

Delaware Statutory Trust
Name of Issuer
CX Multifamily Portfolio, DST
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
CX Multifamily Portfolio, 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 Multifamily Portfolio 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 Multifamily Portfolio 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 2021-07-20 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 $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
Stacey Morimoto 4420782
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Stax Capital 300607
Street Address 1 Street Address 2
4901 Morena Boulevard Suite 121
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92117
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
CALIFORNIA
NEVADA
WASHINGTON
Recipient
Recipient CRD Number None
Anthony Brown 6900485
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Stax Capital 300607
Street Address 1 Street Address 2
4901 Morena Boulevard Suite 121
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92117
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
CALIFORNIA
NEVADA
WASHINGTON
Recipient
Recipient CRD Number None
Roger Bowlin 1905652
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Aurora Securities 46147
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
WASHINGTON
Recipient
Recipient CRD Number None
Chay Lapin 6275140
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Growth Capital Services, Inc. 124658
Street Address 1 Street Address 2
21515 Hawthorn Boulevard Suite 360
City State/Province/Country ZIP/Postal Code
Torrance CALIFORNIA 90503
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
Orrin Barrow 6784158
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Growth Capital Services, Inc. 124658
Street Address 1 Street Address 2
21515 Hawthorne Boulevard Suite 360
City State/Province/Country ZIP/Postal Code
Torrance CALIFORNIA 90503
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
Zach Brough 5674690
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Emerson Equity LLC 130032
Street Address 1 Street Address 2
7960 B Soquel Drive Suite 253
City State/Province/Country ZIP/Postal Code
Aptos CALIFORNIA 95003
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
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
TEXAS
Recipient
Recipient CRD Number None
Josh Stivers 5708565
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Kalos Capital, Inc. 44337
Street Address 1 Street Address 2
2806 Flintrock Trace Suite A203
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78738
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
Robert Langhorst 1832998
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Concorde Investment Services, LLC 151604
Street Address 1 Street Address 2
325 N. Kirkwood
City State/Province/Country ZIP/Postal Code
Kirkwood MISSOURI 63122
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
Nathan 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
Foreign/non-US
ILLINOIS
Recipient
Recipient CRD Number None
Scott Sheeham 2328614
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
DFPG Investments, LLC 155576
Street Address 1 Street Address 2
240 Hudson Street
City State/Province/Country ZIP/Postal Code
Cornwall-On-Hudson NEW YORK 12520
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
MASSACHUSETTS
Recipient
Recipient CRD Number None
Troy Thomas 4691720
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
McDermott Investment Services, LLC 154926
Street Address 1 Street Address 2
101 Main Street Suite 260
City State/Province/Country ZIP/Postal Code
Huntington Beach CALIFORNIA 92648
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount $67,319,313 USD
or Indefinite
Total Amount Sold $14,368,803 USD
Total Remaining to be Sold $52,950,510 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:
25

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 $6,227,036 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.

$3,427,993 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 Multifamily Portfolio, DST /s/ Robert Dallas Whitaker, Jr Robert Dallas Whitaker, Jr. Vice President of the Manager of the Issuer 2021-08-12

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.