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
0001798264
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Denny Pines Partners LLC
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
Denny Pines Partners LLC
Street Address 1 Street Address 2
2015 3RD AVENUE N
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BIRMINGHAM ALABAMA 35203 765-426-6406

3. Related Persons

Last Name First Name Middle Name
Management, LLC Green Rock
Street Address 1 Street Address 2
2015 3rd Avenue N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Manager of Issuer.
Last Name First Name Middle Name
Mobley Clayton
Street Address 1 Street Address 2
2015 3rd Avenue N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Manager and CEO of Green Rock Management, LLC.
Last Name First Name Middle Name
Devine Chris
Street Address 1 Street Address 2
2015 3rd Avenue N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

COO of Green Rock Management, LLC.
Last Name First Name Middle Name
Rock, LLC Green
Street Address 1 Street Address 2
2015 3rd Avenue N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Sole owner of Green Rock Management, LLC.

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)
X Investment Company Act Section 3(c)
X 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 2019-12-13    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
Patrick Capital Markets, LLC 16518
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Gary Lee Moses 7074013
Street Address 1 Street Address 2
7401 Watson Road Suite 88
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63119
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
FLORIDA
GEORGIA
ILLINOIS
KANSAS
MASSACHUSETTS
OREGON
Recipient
Recipient CRD Number    None
Patrick Capital Markets, LLC 16518
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Michael Hazen 6103556
Street Address 1 Street Address 2
7401 Watson Road Suite 88
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63119
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
CALIFORNIA
COLORADO
MICHIGAN
NEVADA
NEW JERSEY
OREGON
SOUTH CAROLINA
Recipient
Recipient CRD Number    None
Pinnacle Equity Management 106213
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Brian Clark 4802438
Street Address 1 Street Address 2
7401 Watson Road Suite 88
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63119
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
Emerson Equity LLC 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Cameron Foster 2973525
Street Address 1 Street Address 2
5132 N 300 W Suite 260
City State/Province/Country ZIP/Postal Code
Provo UTAH 84604
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
UTAH
Recipient
Recipient CRD Number    None
Emerson Equity 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Craig Riggs 4033340
Street Address 1 Street Address 2
5132 N 300 W Suite 260
City State/Province/Country ZIP/Postal Code
Provo UTAH 84604
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
IDAHO
UTAH
WASHINGTON
Recipient
Recipient CRD Number    None
Legacy Wealth Management 174676
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
David Johan 5881078
Street Address 1 Street Address 2
13965 W. Chinden Blvd. Suite 100
City State/Province/Country ZIP/Postal Code
Boise IDAHO 83713
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
KENTUCKY
Recipient
Recipient CRD Number    None
Patrick Capital Markets, LLC 16518
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Frank Ballard 7125953
Street Address 1 Street Address 2
7401 Watson Road Suite 88
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63119
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
LOUISIANA
NEW YORK
NORTH CAROLINA
TENNESSEE
Recipient
Recipient CRD Number    None
International Assets Advisory LLC 10645
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
James Simmons 2438224
Street Address 1 Street Address 2
1561 Oak Street
City State/Province/Country ZIP/Postal Code
Eugene OREGON 97401
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
ILLINOIS
Recipient
Recipient CRD Number    None
Whitehall Parker 10608
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Ken Zupo 4509502
Street Address 1 Street Address 2
1990 N. California Blvd. 8th Floor
City State/Province/Country ZIP/Postal Code
Walnut Creek CALIFORNIA 94596
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
Kovak Securities 44848
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Michael Karapetian 2904615
Street Address 1 Street Address 2
6928 Owensmouth Ave Suite 200A
City State/Province/Country ZIP/Postal Code
Woodland Hills CALIFORNIA 91303
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
Emerson Equity 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Patrick Lam 4723020
Street Address 1 Street Address 2
455 Los Gatos Blvd. Suite 206
City State/Province/Country ZIP/Postal Code
Los Gatos CALIFORNIA 95032
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
Cabin Securities Inc. 137608
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Sterling Louviere 2021328
Street Address 1 Street Address 2
150 S. Los Robles Avenue Suite 950
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
Recipient
Recipient CRD Number    None
Emerson Equity 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Sudhir Pai 5928622
Street Address 1 Street Address 2
4512 Legacy Drive Suite 100
City State/Province/Country ZIP/Postal Code
Plano TEXAS 75024
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
NEW JERSEY
TEXAS
Recipient
Recipient CRD Number    None
Emerson Equity 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Tim Sherer 833618
Street Address 1 Street Address 2
455 Los Gatos Blvd Suite 206
City State/Province/Country ZIP/Postal Code
Los Gatos CALIFORNIA 95032
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
Emerson Equity 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Ryan J. Sherer 5952617
Street Address 1 Street Address 2
455 Los Gatos Blvd Suite 206
City State/Province/Country ZIP/Postal Code
Los Garos CALIFORNIA 95032
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
Emerson Equity 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Tony Riggs 2394147
Street Address 1 Street Address 2
5132 N 300 W Suite 260
City State/Province/Country ZIP/Postal Code
Provo UTAH 84604
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
UTAH
Recipient
Recipient CRD Number    None
Center Street Securities 26898
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Vince Annable 1033573
Street Address 1 Street Address 2
14354 N Frank Lloyd Wright Blvd. Suite 11
City State/Province/Country ZIP/Postal Code
Scottsdale ARIZONA 85260
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
UTAH

13. Offering and Sales Amounts

Total Offering Amount $9,200,000 USD
or    Indefinite
Total Amount Sold $9,197,205 USD
Total Remaining to be Sold $2,795 USD
or    Indefinite

Clarification of Response (if Necessary):

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:
95

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 $1,109,775 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Selling commissions: $571,963; due diligence fees: $129,263; marketing allowances: $178,619; Managing Broker fee: $229,930

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.

$430,000 USD
   Estimate

Clarification of Response (if Necessary):

$180,000 management fee to Green Rock Management, LLC; $250,000 acquisition fee to Green Rock, LLC pursuant to the Development Agreement

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
Denny Pines Partners LLC /s/ William M. Osterbrock William M. Osterbrock Attorney in Fact 2020-02-26

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.