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 |
|
Entity Type |
| 0001581874 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| Terra Secured Income Fund 5, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2013 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Terra Secured Income Fund 5, LLC |
| Street Address 1 |
Street Address 2 |
| 805 THIRD AVENUE |
8TH FLOOR |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| NEW YORK |
NEW YORK |
10022 |
212-753-5100 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Milde |
Simon |
J. |
| Street Address 1 |
Street Address 2 |
| 805 Third Avenue |
8th Floor |
| City |
State/Province/Country |
ZIP/PostalCode |
| New York |
NEW YORK |
10022 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Chairman
| Last Name |
First Name |
Middle Name |
| Batkin |
Bruce |
D. |
| Street Address 1 |
Street Address 2 |
| 805 Third Avenue |
8th Floor |
| City |
State/Province/Country |
ZIP/PostalCode |
| New York |
NEW YORK |
10022 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Chief Executive Officer
| Last Name |
First Name |
Middle Name |
| Hamrick |
Stephen |
H. |
| Street Address 1 |
Street Address 2 |
| 805 Third Avenue |
8th Floor |
| City |
State/Province/Country |
ZIP/PostalCode |
| New York |
NEW YORK |
10022 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
President
| Last Name |
First Name |
Middle Name |
| Pinkus |
Gregory |
M. |
| Street Address 1 |
Street Address 2 |
| 805 Third Avenue |
8th Floor |
| City |
State/Province/Country |
ZIP/PostalCode |
| New York |
NEW YORK |
10022 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Chief Financial Officer and Chief Operations Officer
| Last Name |
First Name |
Middle Name |
| Cooperman |
Daniel |
J. |
| Street Address 1 |
Street Address 2 |
| 805 Third Avenue |
8th Floor |
| City |
State/Province/Country |
ZIP/PostalCode |
| New York |
NEW YORK |
10022 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Chief Originations Officer
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
|
|
|
|
|
|
|
|
|
| |
Manufacturing |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
Retailing |
|
Restaurants |
|
Technology |
|
|
|
|
|
|
|
Travel |
|
|
|
|
|
| |
Tourism & Travel Services |
|
|
|
|
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) |
|
| |
Rule 505 |
|
| 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) |
|
|
|
7. Type of Filing
| |
New Notice |
|
Date of First Sale |
2016-01-15 |
|
|
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):
This is a concurrent private placement being made in connection with the merger of Terra 1 (CIK: 0001468889), Terra 2 (CIK: 0001521512), Terra 3 (CIK: 0001541160), and Terra 4 (CIK: 0001559121) into subsidiary funds of Terra Secured Income 5, LLC.11. Minimum Investment
| Minimum investment accepted from any outside investor |
$0
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
|
None |
|
| Terra Capital Markets, LLC |
123762 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 805 Third Avenue |
8th Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| New York |
NEW YORK |
10022 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Lifemark Securities Corp. |
16204 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 400 West Metro Park |
| City |
State/Province/Country |
ZIP/Postal Code |
| Rochester |
NEW YORK |
14623 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| 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 |
|
| IBN Financial Services, Inc. |
42360 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 8035 Oswego Road |
| City |
State/Province/Country |
ZIP/Postal Code |
| Liverpool |
NEW YORK |
13090 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| VERMONT |
| VIRGINIA |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| EDI Financial, Inc. |
15699 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1431 Greenway Drive |
Suite 330 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Irving |
TEXAS |
75038 |
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 |
| 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 |
|
| World Equity Group, Inc. |
29087 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1650 N. Arlington Heights Rd. |
Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Arlington Heights |
ILLINOIS |
60004-3984 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Transam Securities, Inc. |
18923 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1111 Douglas Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| Altamonte Springs |
FLORIDA |
32714 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| INDIANA |
| MASSACHUSETTS |
| MICHIGAN |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| SOUTH CAROLINA |
| TEXAS |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Silver Oak Securities, Incorporated |
46947 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 3339 N. Highland Ave |
| City |
State/Province/Country |
ZIP/Postal Code |
| Jackson |
TENNESSEE |
38305 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Security Research Associates, Inc. |
8200 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 100 Pine Street |
Suite 605 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Francisco |
CALIFORNIA |
94111 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| IDAHO |
| ILLINOIS |
| KENTUCKY |
| MARYLAND |
| MASSACHUSETTS |
| MINNESOTA |
| MISSOURI |
| MONTANA |
| NEW JERSEY |
| NEW YORK |
| OHIO |
| PENNSYLVANIA |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Madison Avenue Securities, LLC |
23224 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 15050 Avenue of Science |
Suite 150 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Diego |
CALIFORNIA |
92128 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Financial Goal Securities, Inc. |
19066 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 35-900 Bob Hope Drive |
Suite 202 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Rancho Mirage |
CALIFORNIA |
92270 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| ILLINOIS |
| INDIANA |
| IOWA |
| MARYLAND |
| MASSACHUSETTS |
| MINNESOTA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| PENNSYLVANIA |
| TEXAS |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Center Street Securities, Inc. |
26898 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 2740 Old Elm Hill Pike |
Suite 201 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Nashville |
TENNESSEE |
37214 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| 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 |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Bank Fund Equities, Inc. |
24999 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 955 W. Main Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Abingdon |
VIRGINIA |
24210 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| FLORIDA |
| IOWA |
| TENNESSEE |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Ausdal Financial Partners, Inc. |
7995 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 5187 Utica Ridge Rd |
| City |
State/Province/Country |
ZIP/Postal Code |
| Davenport |
IOWA |
52807 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Arque Capital, Ltd. |
121192 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 7501 E. McCormick Pkwy |
Ste 111N |
| City |
State/Province/Country |
ZIP/Postal Code |
| Scottsdale |
ARIZONA |
85258 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Sandlapper Securities, LLC |
137906 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 800 E. North Street |
2nd Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| Greenville |
SOUTH CAROLINA |
29601 |
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 |
|
| National Securities Corporation |
7569 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1001 Fourth Avenue |
Suite 3750 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Seattle |
WASHINGTON |
98154-1100 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Lowell & Company, Inc. |
24913 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 4021 84th St |
Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Lubbock |
TEXAS |
79423 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| KANSAS |
| LOUISIANA |
| MICHIGAN |
| MISSISSIPPI |
| MISSOURI |
| NEW MEXICO |
| NORTH CAROLINA |
| OKLAHOMA |
| TEXAS |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Kovack Securities Inc. |
44848 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 6451 N. Federal Hwy. |
Suite 1201 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Ft. Lauderdale |
FLORIDA |
33308 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Sunbelt Securities, Inc. |
42180 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 5065 Westheimer |
Suite 600 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Houston |
TEXAS |
77056 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| HAWAII |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| NEBRASKA |
| NEVADA |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| IMS Securities, Inc. |
35567 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 10205 Westheimer |
Suite 500 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Houston |
TEXAS |
77042 |
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 |
| 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 |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Arete Wealth Management, LLC |
44856 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1101 W Lake Street |
1st Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| Chicago |
ILLINOIS |
60607 |
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 |
|
| WFG Investments, Inc. |
22704 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 2711 N Haskell Ave. |
Suite 2900 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Dallas |
TEXAS |
75204 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| 1st Discount Brokerage, Inc. |
39164 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 8927 Hypoluxo Road |
Suite A5 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Lake Worth |
FLORIDA |
33467 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Advisory Group Equity Services Ltd. |
15427 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 444 Washington Street |
Suite 407 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Woburn |
MASSACHUSETTS |
01801 |
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 |
| ILLINOIS |
| INDIANA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Source Capital Group, Inc. |
36719 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 276 Post Road West |
| City |
State/Province/Country |
ZIP/Postal Code |
| Westport |
CONNECTICUT |
06880 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Crown Capital Securities, L.P. |
6312 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 725 Town & Country Road |
Suite 530 |
| 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 |
| 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 |
|
| Financial West Group |
16668 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 4510 E. Thousand Oaks Blvd. |
| City |
State/Province/Country |
ZIP/Postal Code |
| Westlake Village |
CALIFORNIA |
91362 |
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 |
|
| Newbridge Securities Corporation |
104065 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 5200 Town Center Circle |
Tower 1, Suite 306 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Boca Raton |
FLORIDA |
33486 |
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 |
| 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 |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| IDB Capital Corp. |
106032 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 511 Fifth Avenue |
4th Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| New York |
NEW YORK |
10017 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TEXAS |
| UTAH |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Worden Capital Management LLC |
148366 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 100 Ring Road West |
Suite 210 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Garden City |
NEW YORK |
11530 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| 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 |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
13. Offering and Sales Amounts
| Total Offering Amount |
$75,000,000
|
USD |
|
| Total Amount Sold |
$894,887
|
USD |
| Total Remaining to be Sold |
$74,105,113
|
USD |
|
Clarification of Response (if Necessary):
The Manager may increase the total offering amount at its discretion to accommodate additional demand.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 |
$3,750,000
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
Assumes maximum offering proceeds are received.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):
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 Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) 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 |
| Terra Secured Income Fund 5, LLC |
/s/ Gregory M. Pinkus |
Gregory M. Pinkus |
Chief Financial Officer and Chief Operating Officer |
2016-01-27 |
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.