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 |
| 0001925102 |
| JLLX Friendship Distribution Center, DST |
|
| |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| X |
Other (Specify) |
Statutory Trust |
| Name of Issuer |
|---|
| JLLX Friendship Distribution, DST |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2022 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| JLLX Friendship Distribution, DST |
| Street Address 1 |
Street Address 2 |
| 333 W WACKER DRIVE |
SUITE 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| CHICAGO |
ILLINOIS |
60606 |
3128974000 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| JLL Exchange TRS,LLC |
JLL Exchange TRS, LLC |
| Street Address 1 |
Street Address 2 |
| 333 W Wacker Drive |
Suite 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Chicago |
ILLINOIS |
60606 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Sponsor of Issuer
| Last Name |
First Name |
Middle Name |
| LaSalle Investment Management, Inc. |
LaSalle Investment Management, Inc. |
| Street Address 1 |
Street Address 2 |
| 333 W Wacker Drive |
Suite 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Chicago |
ILLINOIS |
60606 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Sponsor of Issuer
| Last Name |
First Name |
Middle Name |
| Falk |
Gregory |
A, |
| Street Address 1 |
Street Address 2 |
| 333 W Wacker Drive |
Suite 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Chicago |
ILLINOIS |
60606 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| LIPT Distribution Parkway, LLC |
LIPT Distribution Parkway, LLC |
| Street Address 1 |
Street Address 2 |
| 333 W Wacker Drive |
Suite 2300 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Chicago |
ILLINOIS |
60606 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
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 |
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Restaurants |
|
Technology |
|
|
|
|
|
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Travel |
|
|
|
|
|
| |
Tourism & Travel Services |
|
|
|
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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) |
|
|
|
7. Type of Filing
| |
New Notice |
|
Date of First Sale |
2022-04-11 |
|
|
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):
11. Minimum Investment
| Minimum investment accepted from any outside investor |
$75,000
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
|
None |
|
| LaSalle Investment Management Distributors, LLC |
157625 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 333 W Wacker Drive |
Suite 2300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Chicago |
ILLINOIS |
60606 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| MICHAEL J CRONIN |
4737860 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| HUNTWICKE SECURITIES LLC |
146993 |
| Street Address 1 |
Street Address 2 |
| 7 Grove Street, Suite 201 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Topsfield, MA 01983 |
MASSACHUSETTS |
01983 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| MASSACHUSETTS |
| FLORIDA |
| CALIFORNIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| JESSE PARKS |
1027968 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| JANNEY MONTGOMERY SCOTT LLC |
463 |
| Street Address 1 |
Street Address 2 |
| 204 Malloy Street, Suite B |
| City |
State/Province/Country |
ZIP/Postal Code |
| Goldsboro, NC 27534 |
NORTH CAROLINA |
27534 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| TEXAS |
| MASSACHUSETTS |
| MARYLAND |
| IOWA |
| MAINE |
| IDAHO |
| MICHIGAN |
| UTAH |
| MINNESOTA |
| MISSOURI |
| ILLINOIS |
| INDIANA |
| MISSISSIPPI |
| MONTANA |
| ALABAMA |
| VIRGINIA |
| ARKANSAS |
| NORTH CAROLINA |
| NORTH DAKOTA |
| NEBRASKA |
| RHODE ISLAND |
| ARIZONA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| VERMONT |
| NEW MEXICO |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| WISCONSIN |
| OHIO |
| GEORGIA |
| OKLAHOMA |
| CALIFORNIA |
| WEST VIRGINIA |
| WYOMING |
| OREGON |
| KANSAS |
| COLORADO |
| KENTUCKY |
| CONNECTICUT |
| PENNSYLVANIA |
| LOUISIANA |
| TENNESSEE |
| DISTRICT OF COLUMBIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| ROBERT B FISCHER |
4221955 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| JANNEY MONTGOMERY SCOTT LLC |
463 |
| Street Address 1 |
Street Address 2 |
| 20 Montchanin Road, Suite 120 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Greenville, DE 19807 |
DELAWARE |
19807 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| TEXAS |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| MASSACHUSETTS |
| MARYLAND |
| IOWA |
| MAINE |
| OHIO |
| GEORGIA |
| IDAHO |
| MICHIGAN |
| CALIFORNIA |
| UTAH |
| WEST VIRGINIA |
| MINNESOTA |
| MISSOURI |
| ILLINOIS |
| OREGON |
| INDIANA |
| MONTANA |
| ALABAMA |
| VIRGINIA |
| COLORADO |
| ARKANSAS |
| CONNECTICUT |
| PENNSYLVANIA |
| LOUISIANA |
| NORTH CAROLINA |
| NEBRASKA |
| RHODE ISLAND |
| ARIZONA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| VERMONT |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| JOSEPH P WERNER |
6645379 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| LaSalle Investment Management Distributors, LLC |
157625 |
| Street Address 1 |
Street Address 2 |
| 333 W Wacker Drive |
Suite 2300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Chicago |
ILLINOIS |
60606 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| FRANK T WOOTON IV |
5950299 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 200 Meeting Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Charleston |
SOUTH CAROLINA |
29401 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| ILLINOIS |
| FLORIDA |
| WASHINGTON |
| NEW YORK |
| VIRGINIA |
| SOUTH CAROLINA |
| CONNECTICUT |
| MASSACHUSETTS |
| NORTH CAROLINA |
| MARYLAND |
| GEORGIA |
| MICHIGAN |
| NEW JERSEY |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| THERESA ELENA CHACOPULOS |
2280421 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 14850 North Scottsdale Road, Suite 600 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Scottsdale |
ARIZONA |
85254 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| MINNESOTA |
| ILLINOIS |
| TEXAS |
| FLORIDA |
| MONTANA |
| WASHINGTON |
| NEW YORK |
| COLORADO |
| MASSACHUSETTS |
| NORTH CAROLINA |
| NEBRASKA |
| ARIZONA |
| OHIO |
| GEORGIA |
| TENNESSEE |
| MICHIGAN |
| OKLAHOMA |
| CALIFORNIA |
| DISTRICT OF COLUMBIA |
| UTAH |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| DAVID C RANKIN |
2782425 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RBC CAPITAL MARKETS LLC |
31194 |
| Street Address 1 |
Street Address 2 |
| 3000 Atrium Way, Suite 500 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Mount Laurel |
NEW JERSEY |
08054-3914 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| MISSOURI |
| ILLINOIS |
| OREGON |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| COLORADO |
| SOUTH CAROLINA |
| PENNSYLVANIA |
| MASSACHUSETTS |
| LOUISIANA |
| NORTH CAROLINA |
| ARIZONA |
| GEORGIA |
| IDAHO |
| NEW JERSEY |
| CALIFORNIA |
| DISTRICT OF COLUMBIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| DOUGLAS KENNETH MACFARLANE |
3201306 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| ROBERT W BAIRD & CO INC |
8158 |
| Street Address 1 |
Street Address 2 |
| 1400 Rocky Ridge Drive, Suite 250 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Roseville |
CALIFORNIA |
95661 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| HAWAII |
| ILLINOIS |
| OREGON |
| TEXAS |
| FLORIDA |
| MONTANA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| VIRGINIA |
| COLORADO |
| SOUTH CAROLINA |
| MASSACHUSETTS |
| MAINE |
| ARIZONA |
| OHIO |
| NEW HAMPSHIRE |
| TENNESSEE |
| IDAHO |
| CALIFORNIA |
| UTAH |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| LEIGHTON LILES |
5936070 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| ROBERT W BAIRD & CO INC |
8158 |
| Street Address 1 |
Street Address 2 |
| 1600 West End Ave, Suite 1100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Nashville |
TENNESSEE |
37203 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| TEXAS |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| MASSACHUSETTS |
| MARYLAND |
| IOWA |
| OHIO |
| GEORGIA |
| IDAHO |
| OKLAHOMA |
| CALIFORNIA |
| UTAH |
| WEST VIRGINIA |
| MINNESOTA |
| MISSOURI |
| WYOMING |
| ILLINOIS |
| OREGON |
| INDIANA |
| MISSISSIPPI |
| MONTANA |
| ALABAMA |
| VIRGINIA |
| COLORADO |
| KENTUCKY |
| CONNECTICUT |
| PENNSYLVANIA |
| LOUISIANA |
| NORTH CAROLINA |
| NEBRASKA |
| ARIZONA |
| TENNESSEE |
| DISTRICT OF COLUMBIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| WILLIAM LILES |
5680369 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| ROBERT W BAIRD & CO INC |
8158 |
| Street Address 1 |
Street Address 2 |
| 1600 West End Ave, Suite 1100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Nashville |
TENNESSEE |
37203 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| TEXAS |
| FLORIDA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| MASSACHUSETTS |
| IOWA |
| OHIO |
| GEORGIA |
| IDAHO |
| MICHIGAN |
| OKLAHOMA |
| CALIFORNIA |
| UTAH |
| WEST VIRGINIA |
| MISSOURI |
| WYOMING |
| ILLINOIS |
| OREGON |
| INDIANA |
| MISSISSIPPI |
| MONTANA |
| ALABAMA |
| VIRGINIA |
| COLORADO |
| KENTUCKY |
| CONNECTICUT |
| PENNSYLVANIA |
| LOUISIANA |
| NORTH CAROLINA |
| ARIZONA |
| TENNESSEE |
| DISTRICT OF COLUMBIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| STEVEN R GERAGHTY |
1028353 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 609 Deep Valley Drive, Suite 400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Rolling Hills Estates |
CALIFORNIA |
90274 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| HAWAII |
| TEXAS |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| WISCONSIN |
| MASSACHUSETTS |
| MARYLAND |
| GEORGIA |
| IDAHO |
| MICHIGAN |
| OKLAHOMA |
| CALIFORNIA |
| MINNESOTA |
| WYOMING |
| ILLINOIS |
| OREGON |
| KANSAS |
| ALASKA |
| VIRGINIA |
| COLORADO |
| CONNECTICUT |
| PENNSYLVANIA |
| NORTH CAROLINA |
| RHODE ISLAND |
| ARIZONA |
| TENNESSEE |
| DISTRICT OF COLUMBIA |
| NEW MEXICO |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| JAHAN K JEWAYNI |
4839007 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| ROCKEFELLER FINANCIAL LLC |
291361 |
| Street Address 1 |
Street Address 2 |
| 900 17th St NW, Suite 603 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Washington |
DISTRICT OF COLUMBIA |
20006 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| HAWAII |
| TEXAS |
| FLORIDA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| MASSACHUSETTS |
| MARYLAND |
| OHIO |
| GEORGIA |
| MICHIGAN |
| CALIFORNIA |
| WEST VIRGINIA |
| WYOMING |
| ILLINOIS |
| OREGON |
| MONTANA |
| KANSAS |
| ALABAMA |
| VIRGINIA |
| COLORADO |
| CONNECTICUT |
| PENNSYLVANIA |
| NORTH CAROLINA |
| NORTH DAKOTA |
| RHODE ISLAND |
| ARIZONA |
| TENNESSEE |
| NEW JERSEY |
| DISTRICT OF COLUMBIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| JACOB ADAMS |
4975889 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| THORNHILL SECURITIES, INC |
22333 |
| Street Address 1 |
Street Address 2 |
| 400 W. 15TH ST. SUITE 700 |
| City |
State/Province/Country |
ZIP/Postal Code |
| AUSTIN |
TEXAS |
78701 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| HAWAII |
| TEXAS |
| MASSACHUSETTS |
| MARYLAND |
| IOWA |
| MAINE |
| IDAHO |
| MICHIGAN |
| UTAH |
| MINNESOTA |
| MISSOURI |
| ILLINOIS |
| INDIANA |
| MISSISSIPPI |
| MONTANA |
| ALASKA |
| ALABAMA |
| VIRGINIA |
| ARKANSAS |
| NORTH CAROLINA |
| NORTH DAKOTA |
| NEBRASKA |
| RHODE ISLAND |
| ARIZONA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| VERMONT |
| NEW MEXICO |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| WISCONSIN |
| OHIO |
| GEORGIA |
| OKLAHOMA |
| CALIFORNIA |
| WEST VIRGINIA |
| WYOMING |
| OREGON |
| KANSAS |
| COLORADO |
| KENTUCKY |
| CONNECTICUT |
| PENNSYLVANIA |
| LOUISIANA |
| TENNESSEE |
| DISTRICT OF COLUMBIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| ROBERT CHARLES BOLAND |
2730853 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RBC CAPITAL MARKETS LLC |
31194 |
| Street Address 1 |
Street Address 2 |
| 130 N. 18th Street |
One Logan Square, 17th Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| Philadelphia |
PENNSYLVANIA |
19103-6933 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| TEXAS |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| MASSACHUSETTS |
| MARYLAND |
| OHIO |
| GEORGIA |
| IDAHO |
| MICHIGAN |
| CALIFORNIA |
| UTAH |
| MINNESOTA |
| ILLINOIS |
| MONTANA |
| KANSAS |
| ALASKA |
| VIRGINIA |
| COLORADO |
| CONNECTICUT |
| PENNSYLVANIA |
| NORTH CAROLINA |
| RHODE ISLAND |
| ARIZONA |
| TENNESSEE |
| NEW JERSEY |
| VERMONT |
| DISTRICT OF COLUMBIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| CHRISTINA NIELSON |
4866971 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DAI SECURITIES, LLC |
36673 |
| Street Address 1 |
Street Address 2 |
| 650 Town Center Drive?Suite 1400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Costa Mesa |
CALIFORNIA |
92626 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| HAWAII |
| TEXAS |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| MASSACHUSETTS |
| IOWA |
| MAINE |
| OHIO |
| IDAHO |
| MICHIGAN |
| OKLAHOMA |
| CALIFORNIA |
| UTAH |
| OREGON |
| MONTANA |
| COLORADO |
| KENTUCKY |
| ARKANSAS |
| CONNECTICUT |
| PENNSYLVANIA |
| NORTH CAROLINA |
| ARIZONA |
| NEW MEXICO |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| PETER G. OPP |
2103454 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RBC CAPITAL MARKETS LLC |
31194 |
| Street Address 1 |
Street Address 2 |
| 7650 Edinborough Way, Suite 800 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Edina |
MINNESOTA |
55435-5982 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| MINNESOTA |
| ILLINOIS |
| OREGON |
| FLORIDA |
| WASHINGTON |
| NEW YORK |
| COLORADO |
| KENTUCKY |
| SOUTH CAROLINA |
| CONNECTICUT |
| PENNSYLVANIA |
| WISCONSIN |
| NORTH CAROLINA |
| NORTH DAKOTA |
| MARYLAND |
| IOWA |
| ARIZONA |
| OHIO |
| GEORGIA |
| NEW JERSEY |
| CALIFORNIA |
| WEST VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| ARTHUR RAMIREZ NATIVIDAD |
5633477 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 4401 82nd Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Lubbock |
TEXAS |
79424 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ILLINOIS |
| TEXAS |
| FLORIDA |
| MISSISSIPPI |
| WASHINGTON |
| NEW YORK |
| VIRGINIA |
| COLORADO |
| ARKANSAS |
| MASSACHUSETTS |
| LOUISIANA |
| IOWA |
| ARIZONA |
| GEORGIA |
| MICHIGAN |
| OKLAHOMA |
| CALIFORNIA |
| NEW MEXICO |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| JOHN C. RAPPORT |
5748254 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| ROCKEFELLER FINANCIAL LLC |
291361 |
| Street Address 1 |
Street Address 2 |
| 115 West Century Road |
| 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 |
|
|
| DELAWARE |
| TEXAS |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| MASSACHUSETTS |
| MARYLAND |
| MAINE |
| OHIO |
| GEORGIA |
| OKLAHOMA |
| CALIFORNIA |
| ILLINOIS |
| OREGON |
| MISSISSIPPI |
| MONTANA |
| VIRGINIA |
| COLORADO |
| CONNECTICUT |
| PENNSYLVANIA |
| NORTH CAROLINA |
| RHODE ISLAND |
| ARIZONA |
| NEW HAMPSHIRE |
| TENNESSEE |
| NEW JERSEY |
| VERMONT |
| DISTRICT OF COLUMBIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| ADAM S. BOOLE |
6352662 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MORGAN STANLEY |
149777 |
| Street Address 1 |
Street Address 2 |
| 8889 Pelican Bay Boulevard |
| City |
State/Province/Country |
ZIP/Postal Code |
| Naples |
FLORIDA |
34108 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| PUERTO RICO |
| TEXAS |
| FLORIDA |
| NEVADA |
| WASHINGTON |
| NEW YORK |
| SOUTH CAROLINA |
| WISCONSIN |
| MASSACHUSETTS |
| MARYLAND |
| IOWA |
| MAINE |
| OHIO |
| GEORGIA |
| IDAHO |
| MICHIGAN |
| OKLAHOMA |
| CALIFORNIA |
| UTAH |
| WEST VIRGINIA |
| MINNESOTA |
| MISSOURI |
| ILLINOIS |
| OREGON |
| INDIANA |
| KANSAS |
| ALABAMA |
| VIRGINIA |
| COLORADO |
| KENTUCKY |
| ARKANSAS |
| CONNECTICUT |
| PENNSYLVANIA |
| LOUISIANA |
| NORTH CAROLINA |
| NEBRASKA |
| RHODE ISLAND |
| ARIZONA |
| NEW HAMPSHIRE |
| TENNESSEE |
| NEW JERSEY |
| VERMONT |
| DISTRICT OF COLUMBIA |
| NEW MEXICO |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| TIMOTHY CECCHIN |
2922677 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RBC CAPITAL MARKETS LLC |
31194 |
| Street Address 1 |
Street Address 2 |
| 345 California Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Francisco |
CALIFORNIA |
94104-2642 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| DELAWARE |
| MINNESOTA |
| ILLINOIS |
| OREGON |
| TEXAS |
| NEVADA |
| WASHINGTON |
| ALABAMA |
| NEW YORK |
| VIRGINIA |
| COLORADO |
| SOUTH CAROLINA |
| CONNECTICUT |
| MASSACHUSETTS |
| LOUISIANA |
| NORTH CAROLINA |
| MARYLAND |
| NEW JERSEY |
| CALIFORNIA |
| DISTRICT OF COLUMBIA |
|
13. Offering and Sales Amounts
| Total Offering Amount |
$62,978,850
|
USD |
|
| Total Amount Sold |
$53,227,534
|
USD |
| Total Remaining to be Sold |
$9,751,316
|
USD |
|
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: |
|
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 |
$4,408,520
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
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 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 |
| JLLX Friendship Distribution, DST |
Gregory A. Falk |
Gregory A. Falk |
Vice President of the Signatory Trustee |
2022-09-29 |
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.