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
0002025425
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
GMI-DFW Preferred, LP
Jurisdiction of Incorporation/Organization
TEXAS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2024
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GMI-DFW Preferred, LP
Street Address 1 Street Address 2
1301 SOLANA BLVD., BUILDING 2
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
WESTLAKE TEXAS 76262 972-759-8725

3. Related Persons

Last Name First Name Middle Name
Glass William P.
Street Address 1 Street Address 2
1301 SOLANA BLVD., BUILDING 2
City State/Province/Country ZIP/PostalCode
Westlake TEXAS 76262
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Palmer Scott
Street Address 1 Street Address 2
1301 SOLANA BLVD., BUILDING 2
City State/Province/Country ZIP/PostalCode
Westlake TEXAS 76262
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?
   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)
   Rule 506(b)
X 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 2024-06-28    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 $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
STERLING HIRSCH 4867105
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
INFINITY FINANCIAL SERVICES 144302
Street Address 1 Street Address 2
34475 YUCAIPA BLVD STE 208
City State/Province/Country ZIP/Postal Code
YUCAIPA CALIFORNIA 92399
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
Christopher Dukes 4712873
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Westpark Capital 39914
Street Address 1 Street Address 2
31194 La Baya Drive Suite 101
City State/Province/Country ZIP/Postal Code
Westlake Village CALIFORNIA 91362
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
MICHAEL DOSE 1747180
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
DEMPSEY LORD SMITH 141238
Street Address 1 Street Address 2
2818 LUNA AVE
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
MICHAEL SIEVERT 2127441
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
ARKADIOS 282710
Street Address 1 Street Address 2
10739 DEERWOOD PARK BLVD 105
City State/Province/Country ZIP/Postal Code
JACKSONVILLE FLORIDA 32256
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
ROBERT OMOHUNDR 2415942
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
ALEXANDER CAPITAL 40077
Street Address 1 Street Address 2
9040 ROSSWELL RD SUITE 350
City State/Province/Country ZIP/Postal Code
ATLANTA GEORGIA 30350
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
GEORGIA
Recipient
Recipient CRD Number    None
GARY MARDER 2066933
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
ALEXANDER CAPITAL 40077
Street Address 1 Street Address 2
10 DRS JAMES PARKER BLVD SUITE 202
City State/Province/Country ZIP/Postal Code
Red Bank NEW JERSEY 07701
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
Recipient
Recipient CRD Number    None
Jennifer Li 4871851
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Arkadios 282710
Street Address 1 Street Address 2
5 Renaissance Sq#PH4G
City State/Province/Country ZIP/Postal Code
White Plains NEW YORK 10601
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
NEW YORK
Recipient
Recipient CRD Number    None
Lena Jo Hartley 2905105
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Arkadios 282710
Street Address 1 Street Address 2
31 Court Street Suite 300
City State/Province/Country ZIP/Postal Code
Auburn MAINE 04210
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MAINE
Recipient
Recipient CRD Number    None
DAN BRAMSCHREIBER 2891694
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
GREAT POINT CAPITAL 114203
Street Address 1 Street Address 2
200 WEST JACKSON BLVD STE 1000
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		    All States
   Foreign/non-US
COLORADO
TEXAS
Recipient
Recipient CRD Number    None
Donald Westlin Gifford Jr 5592011
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
DEMPSEY LORD SMITH 141238
Street Address 1 Street Address 2
320 S Piedmont Street
City State/Province/Country ZIP/Postal Code
Calhoun GEORGIA 30701
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
GEORGIA
Recipient
Recipient CRD Number    None
MICHAEL IHRIE 1394615
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
BOUSTEAD SECURITIES 30770
Street Address 1 Street Address 2
6 VENTURE STE 395
City State/Province/Country ZIP/Postal Code
IRVINE CALIFORNIA 92618
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARKANSAS
Recipient
Recipient CRD Number    None
JONATHAN WRIGHT 6503672
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
INNOVATION PARTNERS 146344
Street Address 1 Street Address 2
5950 FAIRVIEW ROAD STE 140
City State/Province/Country ZIP/Postal Code
CHARLOTTE NORTH CAROLINA 28210
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
VIRGINIA
Recipient
Recipient CRD Number    None
CHRIS ALBERTSON 5701594
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
ARKADIOS 282710
Street Address 1 Street Address 2
1701 RIVER RUN STE 904
City State/Province/Country ZIP/Postal Code
FORT WORTH TEXAS 76107
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS

13. Offering and Sales Amounts

Total Offering Amount $10,318,344 USD
or    Indefinite
Total Amount Sold $3,226,190 USD
Total Remaining to be Sold $7,092,154 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:
37

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 $619,101 USD
X Estimate
Finders' Fees $0 USD
   Estimate

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.

$544,000 USD
   Estimate

Clarification of Response (if Necessary):

Amount shown is payable to an affiliate, to be shared equally by such persons. In addition, the issuer will pay offering and other cost reimbursements and bridge loan repayments to or for such persons or an affiliate.

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
GMI-DFW Preferred, LP William P. Glass William P. Glass manager of the general partner of the issuer 2025-01-06

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.