redoakiii_1u
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Current Report Pursuant to Regulation A
Date
of Report: April 21, 2021
(Date
of earliest event reported)
RED
OAK CAPITAL FUND III, LLC
(Exact
name of issuer as specified in its charter)
Delaware
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84-2079441
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(State or other
jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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625
Kenmoor Avenue SE, Suite 200
Grand
Rapids, Michigan 49546
(Full
mailing address of principal executive offices)
(616)
734-6099
(Issuer’s
telephone number, including area code)
Title of each class of securities issued
pursuant to Regulation A: Senior Secured Bonds
ITEM 6. CHANGES IN CONTROL OF ISSUER
On
April 21, 2021, the previous sponsor, Red Oak Capital Group, LLC
(“ROCG”), of Red Oak Capital Fund III, LLC (the
“Company”) completed an interest exchange (the
“Exchange”) whereby Red Oak Capital Holdings, LLC
(“ROCH”) acquired all of the equity interests in the
Company’s manager, Red Oak Capital GP, LLC
(“ROGP”), from ROCG (former 90% owner of ROGP) and Mr.
Raymond Davis (former 10% owner of ROGP). As consideration in
the Exchange, each of ROCG and Mr. Davis received non-voting equity
interests in ROCH. Prior to the Exchange, ROCG was
ROGP’s sole manager, and ROCG was managed by a Board of
Managers appointed by Mr. Kevin Kennedy and Mr. Joseph Elias, the
sole equity holders in ROCG. ROCH’s sole manager is Red Oak
Holdings Management, LLC (“ROHM”), and ROHM also holds
all of the voting equity in ROCH. ROHM’s board of
managers is comprised of Mr. Kennedy, Mr. Elias, Mr. Davis, Mr.
Jason Anderson and Mr. Gary Bechtel. The ROHM board members
also collectively own all of the voting equity in ROHM and have the
exclusive right to vote in the election of the ROHM board
members. As a result of the Exchange, Messrs. Kennedy and
Elias no longer have sole control of the Company via their voting
interests in ROCG. However, all of the executive officers
remain the same and the members of the ROHM board of managers are
the same as the members of the ROCG board with the addition of Mr.
Davis.
SIGNATURES
Pursuant to the
requirements of Regulation A, the issuer has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Red
Oak Capital Fund III, LLC,
a
Delaware limited liability company
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Date:
April
27, 2021
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By:
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/s/ Jason
Anderson
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Name: Jason
Anderson
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Title:
Chief
Financial Officer of the Sole Member of the Manager
(Principal
Financial Officer and Principal Accounting Officer)
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