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
0001974175
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
GCDP II REIT Feeder, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GCDP II REIT Feeder, LLC
Street Address 1 Street Address 2
GRIFFIN CAPITAL PLAZA 266 KANSAS STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
EL SEGUNDO CALIFORNIA 90245 (310) 469-6100

3. Related Persons

Last Name First Name Middle Name
Shields Kevin A.
Street Address 1 Street Address 2
Griffin Capital Plaza 266 Kansas Street
City State/Province/Country ZIP/PostalCode
El Segundo CALIFORNIA 90245
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Executive Officer of the Manager of the Issuer
Last Name First Name Middle Name
Griffin Capital Company, LLC N/A
Street Address 1 Street Address 2
Griffin Capital Plaza 266 Kansas Street
City State/Province/Country ZIP/PostalCode
El Segundo CALIFORNIA 90245
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Sponsor of the Issuer
Last Name First Name Middle Name
GCDP II GP, LLC N/A
Street Address 1 Street Address 2
Griffin Capital Plaza 266 Kansas Street
City State/Province/Country ZIP/PostalCode
El Segundo CALIFORNIA 90245
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Manager 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 2023-06-21    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 $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Brian Bessner 5103138
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Lincoln Financial Securities Corporation 3870
Street Address 1 Street Address 2
4925 Greenville Avenue Suite 1110
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75206
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
Ryan Baker 4732504
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Lincoln Financial Advisors Corporation 3978
Street Address 1 Street Address 2
3000 Executive Parkway Suite 400
City State/Province/Country ZIP/Postal Code
San Ramon CALIFORNIA 94583
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
IDAHO
Recipient
Recipient CRD Number    None
Thomas Strohl 3041376
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Lincoln Financial Advisors Corporation 3978
Street Address 1 Street Address 2
3000 Executive Parkway Suite 400
City State/Province/Country ZIP/Postal Code
San Ramon CALIFORNIA 94583
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
Robert Kimmel 3094471
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Lincoln Financial Securities Corporation 3870
Street Address 1 Street Address 2
8447 East Biscayne Way
City State/Province/Country ZIP/Postal Code
Orange CALIFORNIA 92869
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
William Morrow 836500
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Concorde Investment Services, LLC 151604
Street Address 1 Street Address 2
5075 Shoreham Place Suite 2300
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92122
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
DFPG Investments, LLC 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
MARYLAND
PENNSYLVANIA
Recipient
Recipient CRD Number    None
Justin Wine 4088317
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Emerson Equity LLC 130032
Street Address 1 Street Address 2
18117 Biscayne Boulevard #1539
City State/Province/Country ZIP/Postal Code
Miami FLORIDA 3316
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
John Bussa 4418922
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Lincoln Financial Advisors Corporation 3978
Street Address 1 Street Address 2
20505 West 12 Mile Road
City State/Province/Country ZIP/Postal Code
Southfield MICHIGAN 48076
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
Craig DeZiel 7579280
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
KCD Financial, Inc. 127473
Street Address 1 Street Address 2
6125 Blue Circle Drive
City State/Province/Country ZIP/Postal Code
Minnetonka MINNESOTA 55343
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
Recipient
Recipient CRD Number    None
Jason Stone 5455271
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Arkadios Capital 282710
Street Address 1 Street Address 2
333 City Boulevard West Suite 2050
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
CALIFORNIA
Recipient
Recipient CRD Number    None
Independent Financial Group, LLC 7717
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
12671 High Bluff Drive Suite 200
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92130
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
FLORIDA
NORTH CAROLINA
PENNSYLVANIA
TEXAS
Recipient
Recipient CRD Number    None
Cambridge Investment Research, Inc. 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 Road
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
ILLINOIS
KENTUCKY
MICHIGAN
NEVADA
OHIO

13. Offering and Sales Amounts

Total Offering Amount $145,000,000 USD
or    Indefinite
Total Amount Sold $15,911,680 USD
Total Remaining to be Sold $129,088,320 USD
or    Indefinite

Clarification of Response (if Necessary):

Regarding Item 11, the Issuer may accept smaller investments in the Issuer'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:
155

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 $0 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Placement fees may be waived in whole or in part by the Isssuer in its discretion.

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.

$0 USD
X Estimate

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
GCDP II REIT Feeder, LLC /s/ Daniel Snell Daniel Snell Chief Financial Officer of the Sponsor of the Issuer 2025-01-10

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.