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
0001793634
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Delaware Statutory Trust
Name of Issuer
Phoenix Senior Living DST
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2019
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Phoenix Senior Living DST
Street Address 1 Street Address 2
2901 BUTTERFIELD ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
OAK BROOK ILLINOIS 60523 (630) 218-4916

3. Related Persons

Last Name First Name Middle Name
Inland Private Capital Corporation n/a
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Sponsor of the Issuer
Last Name First Name Middle Name
Phoenix Senior Living Exchange, L.L.C. n/a
Street Address 1 Street Address 2
c/o Inland Private Capital Corporation 2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Signatory Trustee of the Issuer
Last Name First Name Middle Name
Phoenix Senior Living, L.L.C. n/a
Street Address 1 Street Address 2
c/o Inland Private Capital Corporation 2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Depositor of the Issuer
Last Name First Name Middle Name
Lampi Keith D.
Street Address 1 Street Address 2
c/o Inland Private Capital Corporation 2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

President of the Sole Member of the Signatory Trustee of the Issuer
Last Name First Name Middle Name
Binder Joseph E.
Street Address 1 Street Address 2
c/o Inland Private Capital Corporation 2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President of the Sole Member of the Signatory Trustee 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 2019-11-22    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    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
Arkadios Capital 282710
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
309 EAST PACES FERRY ROAD SUITE 1000
City State/Province/Country ZIP/Postal Code
ATLANTA GEORGIA 30305
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
UTAH
Recipient
Recipient CRD Number    None
Lightpath Capital Inc. 34617
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1453 THIRD STREET PROMENADE SUITE 315
City State/Province/Country ZIP/Postal Code
LOS ANGELES CALIFORNIA 90401
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
DAI Securities LLC 36673
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
150 ST ANDREWS COURT SUITE 210
City State/Province/Country ZIP/Postal Code
MANKATO MINNESOTA 56001
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Avantax Investment Services Inc 13686
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6333 NORTH STATE HIGHWAY 161 4TH FLOOR
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
   Foreign/non-US
CALIFORNIA
NEBRASKA
NEW JERSEY
OREGON
TEXAS
UTAH
Recipient
Recipient CRD Number    None
RCX Capital Group LLC 114290
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2002 TIMBERLOCH PLACE SUITE 200
City State/Province/Country ZIP/Postal Code
THE WOODLANDS TEXAS 77380
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
ILLINOIS
WASHINGTON
Recipient
Recipient CRD Number    None
DFPG Investments, Inc. 155576
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9017 S RIVERSIDE DRIVE SUITE 210
City State/Province/Country ZIP/Postal Code
SANDY UTAH 84070
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
CONNECTICUT
MISSOURI
NEW YORK
Recipient
Recipient CRD Number    None
Concorde Investment Services, LLC 151604
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
19500 VICTOR PARKWAY SUITE 550
City State/Province/Country ZIP/Postal Code
LIVONIA MICHIGAN 48152
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
ILLINOIS
INDIANA
NEW HAMPSHIRE
OREGON
WISCONSIN
Recipient
Recipient CRD Number    None
Thornhill Securities Inc 22333
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5906 OLD FREDERICKSBURG RD. STE. 201
City State/Province/Country ZIP/Postal Code
AUSTIN TEXAS 78749
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
FLORIDA
TEXAS
Recipient
Recipient CRD Number    None
Cambridge Investment Research 39543
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1776 PLEASANT PLAIN RD.
City State/Province/Country ZIP/Postal Code
FAIRFIELD IOWA 52556
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
IDAHO
WASHINGTON
Recipient
Recipient CRD Number    None
JRL Capital Corporation 10225
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
20371 IRVINE AVE SUITE A-140
City State/Province/Country ZIP/Postal Code
NEWPORT BEACH CALIFORNIA 92660
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
Nationwide Planning Associates, Inc 31029
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
115 WEST CENTURY ROAD SUITE 360
City State/Province/Country ZIP/Postal Code
PARAMUS NEW JERSEY 07652
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
Lincoln Financial Advisors 3978
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1300 SOUTH CLINTON STREET SUITE 150
City State/Province/Country ZIP/Postal Code
FORT WAYNE INDIANA 46802
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
MASSACHUSETTS
MINNESOTA
NEW JERSEY
Recipient
Recipient CRD Number    None
Stax Capital 300607
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4901 MORENA BLVD 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
Recipient
Recipient CRD Number    None
Securities America Inc. 10205
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
12325 PORT GRACE BLVD.
City State/Province/Country ZIP/Postal Code
LAVISTA NEBRASKA 68128
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
PENNSYLVANIA
TENNESSEE
Recipient
Recipient CRD Number    None
Sagepoint Financial, Inc. 133763
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
20 E THOMAS RD SUITE 2000
City State/Province/Country ZIP/Postal Code
PHOENIX ARIZONA 85012
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
HAWAII
MINNESOTA
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		    All States
   Foreign/non-US
ILLINOIS
Recipient
Recipient CRD Number    None
Cabin Securities Inc 137608
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6240 W 135TH STREET SUITE 214
City State/Province/Country ZIP/Postal Code
OVERLAND PARK KANSAS 66223
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
International Assets Advisory, LLC 10645
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
390 North Orange Avenue Suite 750
City State/Province/Country ZIP/Postal Code
Orlando FLORIDA 32801
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MICHIGAN
Recipient
Recipient CRD Number    None
Invicta Capital LLC 288101
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2790 Mosside Boulevard Suite 530
City State/Province/Country ZIP/Postal Code
Monroeville PENNSYLVANIA 15146
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MARYLAND
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
   Foreign/non-US
WASHINGTON
Recipient
Recipient CRD Number    None
American Portfolios Financial Services, Inc. 18487
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4250 Veterans Memorial Highway 4th Floor East
City State/Province/Country ZIP/Postal Code
Holbrook NEW YORK 11741
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number    None
Cabot Lodge Securities LLC 159712
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 Vesey Street 24th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10281
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
Lincoln Financial Securities Corporation 3870
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1300 South Clinton Street
City State/Province/Country ZIP/Postal Code
Fort Wayne INDIANA 46802
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH CAROLINA
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		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number    None
Western International Securities, Inc. 39262
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
70 S. Lake Avenue Suite 700
City State/Province/Country ZIP/Postal Code
Pasadena CALIFORNIA 91101
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 $53,544,255 USD
or    Indefinite
Total Amount Sold $30,881,759 USD
Total Remaining to be Sold $22,662,496 USD
or    Indefinite

Clarification of Response (if Necessary):

Regarding Item 11, the Issuer may accept smaller investments in the Sponsor'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:
89

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 $4,229,996 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Sales Commissions include estimates of the maximum amount of Selling Commissions, Dealer Fees and Placement Agent Fee 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.

$1,621,599 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
Phoenix Senior Living DST /s/ Keith D. Lampi Keith D. Lampi President of the Member of the Trustee of the Issuer 2020-02-05

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.