As filed with the Securities and Exchange Commission on September 29, 2015

Registration No. 333-203707

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

SHEPHERD’S FINANCE, LLC

(Exact Name of Registrant as Specified in Its Governing Instruments)

12627 San Jose Blvd., Suite 203

Jacksonville, FL 32223

(302) 752-2688

(Address, Including Zip Code and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Daniel M. Wallach

Chief Executive Officer

12627 San Jose Blvd., Suite 203

Jacksonville, FL 32223

(302) 752-2688

(Name, Address, Including Zip Code and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:

Michael K. Rafter, Esq.

Nelson Mullins Riley & Scarborough LLP

Atlantic Station

201 17^th Street NW, Suite 1700

Atlanta, Georgia  30363

Telephone: (404) 322-6627

Facsimile: (404) 322-6050

Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x Registration No. 333-203707

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

Large accelerated filer  ¨	Accelerated filer   ¨
Non-accelerated filer    ¨ (Do not check if a smaller reporting company)	Smaller reporting company  x

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

This Post-Effective Amendment No. 1 to the Registration Statement (Registration No. 333-203707) of Shepherd’s Finance, LLC is filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, solely to file exhibits on Form S-1 not previously filed with respect to such Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits

(b) Exhibits:

Exhibit
No.	Description
4.1	Indenture Agreement (including Form of Note)
5.1	Opinion of Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”) as to the legality of securities

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on the 29th day of September, 2015.

SHEPHERD’S FINANCE, LLC
By:	/s/ Daniel M. Wallach
Daniel M. Wallach
Chief Executive Officer and Manager

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Daniel M. Wallach
Daniel M. Wallach	Chief Executive Officer and Manager (Principal Executive Officer and Principal Financial and Accounting Officer)	September 29, 2015
/s/ Bill Myrick**		September 29, 2015
Bill Myrick	Manager
/s/ Kenneth Summers**
Kenneth Summers	Manager	September 29, 2015
/s/ Eric A. Rauscher**
Eric A. Rauscher	Manager	September 29, 2015

**By:	/s/ Daniel M. Wallach
	Daniel M. Wallach
	Attorney-in-Fact