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. |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
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OMB APPROVAL |
OMB Number: |
3235-0076 |
Estimated average burden |
hours per response: |
4.00 |
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1. Issuer's Identity
CIK (Filer ID Number) |
Previous Names |
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Entity Type |
0001601708 |
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Corporation |
X |
Limited Partnership |
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Limited Liability Company |
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General Partnership |
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Business Trust |
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Other (Specify) |
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Name of Issuer |
Walton U. S. Land Fund 5, LP |
Jurisdiction of Incorporation/Organization |
DELAWARE |
Year of Incorporation/Organization |
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Over Five Years Ago |
X |
Within Last Five Years (Specify Year) |
2013 |
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Yet to Be Formed |
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2. Principal Place of Business and Contact Information
Name of Issuer |
Walton U. S. Land Fund 5, LP |
Street Address 1 |
Street Address 2 |
4800 N. SCOTTSDALE RD. |
STE. 4000 |
City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
SCOTTSDALE |
ARIZONA |
85251 |
602-264-1298 |
3. Related Persons
Last Name |
First Name |
Middle Name |
Fleming |
Ed |
Street Address 1 |
Street Address 2 |
11800 Sunrise Valley Dr. |
Ste. 300 |
City |
State/Province/Country |
ZIP/PostalCode |
Reston |
VIRGINIA |
20191 |
Relationship: |
X |
Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
Executive Officer and Director of the Manager of the General Partner of the Issuer.
Last Name |
First Name |
Middle Name |
Leinbach |
Robert |
D. |
Street Address 1 |
Street Address 2 |
4800 N. Scottsdale Rd. |
Ste. 4000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
|
Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
Director of the Manager of the General Partner of the Issuer.
Last Name |
First Name |
Middle Name |
Keister |
Matthew |
M. |
Street Address 1 |
Street Address 2 |
4800 N. Scottsdale Rd. |
Ste. 4000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
X |
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer and Director of the Manager of the General Partner of the Issuer.
Last Name |
First Name |
Middle Name |
Price |
Gordon |
A. |
Street Address 1 |
Street Address 2 |
4800 N. Scottsdale Rd. |
Ste. 4000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
X |
Executive Officer |
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Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of the Manager of the General Partner of the Issuer.
4. Industry Group
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Agriculture |
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Banking & Financial Services |
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Commercial Banking |
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Insurance |
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Investing |
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Investment Banking |
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Pooled Investment Fund |
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Is the issuer registered as an investment company under the Investment Company Act of 1940? |
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Other Banking & Financial Services |
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Business Services |
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Energy |
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Health Care |
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Manufacturing |
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Real Estate |
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Retailing |
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Restaurants |
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Technology |
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Travel |
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Tourism & Travel Services |
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Other |
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5. Issuer Size
Revenue Range |
OR |
Aggregate Net Asset Value Range |
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No Revenues |
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No Aggregate Net Asset Value |
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$1 - $1,000,000 |
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$1 - $5,000,000 |
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$1,000,001 - $5,000,000 |
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$5,000,001 - $25,000,000 |
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$5,000,001 - $25,000,000 |
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$25,000,001 - $50,000,000 |
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$25,000,001 - $100,000,000 |
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$50,000,001 - $100,000,000 |
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Over $100,000,000 |
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Over $100,000,000 |
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Decline to Disclose |
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Decline to Disclose |
X |
Not Applicable |
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Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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Rule 504(b)(1) (not (i), (ii) or (iii)) |
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Rule 504 (b)(1)(i) |
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Rule 504 (b)(1)(ii) |
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Rule 504 (b)(1)(iii) |
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Rule 505 |
| X |
Rule 506(b) |
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Rule 506(c) |
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Securities Act Section 4(a)(5) |
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Investment Company Act Section 3(c) |
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Section 3(c)(1) |
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Section 3(c)(9) |
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Section 3(c)(2) |
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Section 3(c)(10) |
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Section 3(c)(3) |
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Section 3(c)(11) |
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Section 3(c)(4) |
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Section 3(c)(12) |
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Section 3(c)(5) |
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Section 3(c)(13) |
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Section 3(c)(6) |
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Section 3(c)(14) |
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7. Type of Filing
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New Notice |
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Date of First Sale |
2014-07-03 |
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First Sale Yet to Occur |
X |
Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
X |
Equity |
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Pooled Investment Fund Interests |
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Debt |
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Tenant-in-Common Securities |
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Option, Warrant or Other Right to Acquire Another Security |
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Mineral Property Securities |
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Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
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Other (describe) |
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10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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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 |
|
Walton Securities, Inc. |
143763 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4800 N. Scottsdale Rd. |
Ste. 4000 |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
ARIZONA |
85251 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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Recipient |
Recipient CRD Number |
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None |
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1st Global Capital Corp. |
30349 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
12750 Merit Dr. |
Ste. 1200 |
City |
State/Province/Country |
ZIP/Postal Code |
Dallas |
TEXAS |
75251 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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CALIFORNIA |
COLORADO |
CONNECTICUT |
FLORIDA |
GEORGIA |
IDAHO |
ILLINOIS |
INDIANA |
IOWA |
KENTUCKY |
LOUISIANA |
MAINE |
MARYLAND |
MASSACHUSETTS |
MINNESOTA |
MISSOURI |
NEW JERSEY |
NEW YORK |
NORTH CAROLINA |
OHIO |
OKLAHOMA |
OREGON |
PENNSYLVANIA |
SOUTH CAROLINA |
TENNESSEE |
TEXAS |
WASHINGTON |
WYOMING |
|
Recipient |
Recipient CRD Number |
|
None |
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American Portfolios Financial Services |
18487 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4250 Veterans Memorial Highway |
Ste. 420E |
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 |
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Recipient |
Recipient CRD Number |
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None |
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Arrow Private Wealth |
166258 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
825 Market Street, Bldg. M |
Ste. 250 |
City |
State/Province/Country |
ZIP/Postal Code |
Allen |
TEXAS |
75013 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
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None |
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Ausdal Financial Partners |
7995 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
220 N. Main St. |
Ste. 400 |
City |
State/Province/Country |
ZIP/Postal Code |
Davenport |
IOWA |
52801 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
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None |
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Austin Wealth Management, LLC |
172793 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3307 Northland Dr. |
Ste. 100 |
City |
State/Province/Country |
ZIP/Postal Code |
Austin |
TEXAS |
78731 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
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None |
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Biltmore Wealth Advisors, LLC |
165557 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
7373 E. Doubltree Ranch Rd. |
Ste. 200 |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
ARIZONA |
85258 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
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None |
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Capital Financial Services |
8408 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
One Main Street North |
City |
State/Province/Country |
ZIP/Postal Code |
Minot |
NORTH DAKOTA |
58703 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
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None |
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Centaurus Financial Inc. |
30833 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
2300 E. Katella Ave. |
Ste. 200 |
City |
State/Province/Country |
ZIP/Postal Code |
Anaheim |
CALIFORNIA |
92806 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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CALIFORNIA |
IDAHO |
MICHIGAN |
NEW HAMPSHIRE |
NEW JERSEY |
NEW YORK |
WASHINGTON |
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Recipient |
Recipient CRD Number |
|
None |
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Clien One Securities, LLC |
152974 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
11460 Tomahawk Creek Pkwy |
Ste. 100 |
City |
State/Province/Country |
ZIP/Postal Code |
Leawood |
KANSAS |
66211 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
|
None |
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Coastal Equities, Inc. |
23769 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1201 N. Orange St. |
Ste. 729 |
City |
State/Province/Country |
ZIP/Postal Code |
Wilmington |
DELAWARE |
19801 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
CALIFORNIA |
MISSOURI |
NEW JERSEY |
NEW YORK |
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Recipient |
Recipient CRD Number |
|
None |
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Coastal Investment Advisors |
105243 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1201 N. Orange St. |
Ste. 729 |
City |
State/Province/Country |
ZIP/Postal Code |
Wilmington |
DELAWARE |
19801 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
|
None |
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Concierge Private Wealth Management, LLC |
152886 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1112 W. Main St. |
Ste. 105 |
City |
State/Province/Country |
ZIP/Postal Code |
Boise |
IDAHO |
83702 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
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Recipient |
Recipient CRD Number |
|
None |
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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 |
1120 East Long Lake Road |
Suite 100 |
City |
State/Province/Country |
ZIP/Postal Code |
Troy |
MICHIGAN |
48085 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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|
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Recipient |
Recipient CRD Number |
|
None |
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Cornerstone Investment Services |
129164 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
245 Waterman Street |
Suite 301 |
City |
State/Province/Country |
ZIP/Postal Code |
Providence |
RHODE ISLAND |
02906 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
CALIFORNIA |
COLORADO |
NORTH CAROLINA |
SOUTH CAROLINA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Crown Capital Securities LP |
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 Rd. |
Ste. 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 |
|
|
CALIFORNIA |
MINNESOTA |
MISSOURI |
OREGON |
|
Recipient |
Recipient CRD Number |
|
None |
|
DH Hill Securities |
41528 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
7821 FM 1960 East |
Suite B |
City |
State/Province/Country |
ZIP/Postal Code |
Humble |
TEXAS |
77346 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
EHD Advisory Services Inc. |
127155 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
115 E. King St. |
City |
State/Province/Country |
ZIP/Postal Code |
Lancaster |
PENNSYLVANIA |
17602 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
First Financial Equity Corporation |
16507 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
73737 N. Scottsdale Rd. |
Ste. D-120 |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
ARIZONA |
85253 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Geneos Wealth Management |
120894 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
9055 East Mineral Circle |
Suite 200 |
City |
State/Province/Country |
ZIP/Postal Code |
Centennial |
COLORADO |
80112 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Girard Securities |
18697 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
9560 Wapples Street |
Suite B |
City |
State/Province/Country |
ZIP/Postal Code |
San Diego |
CALIFORNIA |
92121 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ARIZONA |
CALIFORNIA |
COLORADO |
IDAHO |
PENNSYLVANIA |
TEXAS |
UTAH |
VIRGINIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
IMS Securities Inc. |
35567 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
10205 Westheimer |
Ste. 500 |
City |
State/Province/Country |
ZIP/Postal Code |
Houston |
TEXAS |
77042 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Investacorp., Inc. |
7684 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4400 Biscayne Blvd. |
Ste. 100 |
City |
State/Province/Country |
ZIP/Postal Code |
Mimai |
FLORIDA |
33137 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ARIZONA |
CALIFORNIA |
NEBRASKA |
NEW YORK |
TENNESSEE |
|
Recipient |
Recipient CRD Number |
|
None |
|
JW Cole Financial Inc. |
124583 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4301 Anchor Plaza Prkwy |
Ste. 450 |
City |
State/Province/Country |
ZIP/Postal Code |
Tampa |
FLORIDA |
33634 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ARIZONA |
CALIFORNIA |
FLORIDA |
MINNESOTA |
NEVADA |
OREGON |
PENNSYLVANIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
James Gilbert McClellan |
114230 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
12926 Dairy Ashford Rd. |
Ste. 100 |
City |
State/Province/Country |
ZIP/Postal Code |
Sugar Land |
TEXAS |
77478-3294 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Kaizen Financial Advisors, LLC |
155353 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
777 108th Avenue, NE |
Ste. 1880 |
City |
State/Province/Country |
ZIP/Postal Code |
Bellevue |
WASHINGTON |
98004 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Kalos Capital Inc. |
44337 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
Parkside Terrace West, 3780 Mansell Rd. |
Ste. 150 |
City |
State/Province/Country |
ZIP/Postal Code |
Alpharetta |
GEORGIA |
30022 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
COLORADO |
FLORIDA |
NEW JERSEY |
NORTH CAROLINA |
OHIO |
TENNESSEE |
WASHINGTON |
WISCONSIN |
|
Recipient |
Recipient CRD Number |
|
None |
|
KDWallStreet Investment Advisors, LLC |
141204 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1251 SW Arrowhead Rd. |
Ste. 102 |
City |
State/Province/Country |
ZIP/Postal Code |
Topeka |
KANSAS |
66604 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
LD Lowe Wealth Advisory |
136596 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
8330 LBJ Freeway |
Ste. 500 |
City |
State/Province/Country |
ZIP/Postal Code |
Dallas |
TEXAS |
75243 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Mallard Financial Partners |
169009 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
750 Barksdale Rd. |
Ste. 3 |
City |
State/Province/Country |
ZIP/Postal Code |
Newark |
DELAWARE |
19711 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Moloney Securities Co., LLC |
38535 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
13537 Barrett Parkway Drive |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
Machester |
MISSOURI |
63021 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Momentum Advisors, LLC |
159574 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1120 Avenue of the Americas |
4th Floor |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10036 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Money Concepts Capital Corp. |
12963 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
11440 N. Jog Rd. |
City |
State/Province/Country |
ZIP/Postal Code |
Palm Beach Gardens |
FLORIDA |
33418 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
CONNECTICUT |
FLORIDA |
KENTUCKY |
MAINE |
MISSOURI |
OHIO |
OREGON |
TEXAS |
|
Recipient |
Recipient CRD Number |
|
None |
|
Newport Coast Securities Inc. |
16944 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
76 Beaver Street |
10th Floor |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10005 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Private Group Wealth Management, LLC |
118231 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
221-A Louisiana Ave. |
City |
State/Province/Country |
ZIP/Postal Code |
Corpus Christi |
TEXAS |
78404 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
ProEquities Inc. |
15708 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2801 Hwy 280 South |
City |
State/Province/Country |
ZIP/Postal Code |
Birmingham |
ALABAMA |
35223 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ALABAMA |
ARKANSAS |
FLORIDA |
LOUISIANA |
MARYLAND |
MICHIGAN |
MINNESOTA |
MISSOURI |
NORTH CAROLINA |
OHIO |
PENNSYLVANIA |
SOUTH CAROLINA |
SOUTH DAKOTA |
TEXAS |
|
Recipient |
Recipient CRD Number |
|
None |
|
Purshe Kaplan Sterling |
35747 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
18 Corporate Woods Blvd. |
City |
State/Province/Country |
ZIP/Postal Code |
Albany |
NEW YORK |
12211 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Questar Capital Corporation |
43100 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
5701 Golden Hills Drive |
City |
State/Province/Country |
ZIP/Postal Code |
Minneapolis |
MINNESOTA |
55416 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
CALIFORNIA |
COLORADO |
FLORIDA |
KANSAS |
KENTUCKY |
MAINE |
MICHIGAN |
NEW JERSEY |
TEXAS |
WISCONSIN |
|
Recipient |
Recipient CRD Number |
|
None |
|
Richfield Orion International Inc. |
24433 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
One Oakwood Park Plaza |
Ste. 200 |
City |
State/Province/Country |
ZIP/Postal Code |
Castle Rock |
COLORADO |
80104 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
RNB Wealth Management Group, LLC |
148994 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3451 NE 1st Ave., |
Ste. M-504 |
City |
State/Province/Country |
ZIP/Postal Code |
Miami |
FLORIDA |
33137 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Rowland Carmichael Advisors Inc. |
105766 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
7272 E. Indian School Road |
Ste. 212 |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
ARIZONA |
85251-3970 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
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 |
2800 N. Central Ave. |
Ste. 2100 |
City |
State/Province/Country |
ZIP/Postal Code |
Phoenix |
ARIZONA |
85004 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
SCF Securities, Inc. |
47275 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
155 E. Shaw Ave., |
Ste. 102 |
City |
State/Province/Country |
ZIP/Postal Code |
Fresno |
CALIFORNIA |
93710 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
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 |
La Vista |
NEBRASKA |
68128 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ILLINOIS |
MONTANA |
OKLAHOMA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Strategic Financial Alliance Inc. |
126514 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2200 Century Parkway |
Suite 500 |
City |
State/Province/Country |
ZIP/Postal Code |
Atlanta |
GEORGIA |
30345 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
CALIFORNIA |
GEORGIA |
HAWAII |
NORTH CAROLINA |
VIRGINIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Summit Brokerage Services |
34643 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
595 S. Federal Hwy. |
Ste. 500 |
City |
State/Province/Country |
ZIP/Postal Code |
Boca Raton |
FLORIDA |
33432 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ALABAMA |
MICHIGAN |
MISSOURI |
NEW JERSEY |
PENNSYLVANIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Tital Securities |
131392 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
14801 Quorum Dr., |
Ste. 260 |
City |
State/Province/Country |
ZIP/Postal Code |
Dallas |
TEXAS |
75254 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
TransAM Securities, Inc. |
18923 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1111 Douglas Ave. |
City |
State/Province/Country |
ZIP/Postal Code |
Altamont Springs |
FLORIDA |
32714 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Triad Advisors Inc. |
25803 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
5185 Peachtree Pkwy |
Ste. 280 |
City |
State/Province/Country |
ZIP/Postal Code |
Norcross |
GEORGIA |
30092 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
CALIFORNIA |
COLORADO |
FLORIDA |
GEORGIA |
MICHIGAN |
NEW JERSEY |
OHIO |
TEXAS |
|
Recipient |
Recipient CRD Number |
|
None |
|
United Planners Financial Services |
20804 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
7333 E. Doubletree Ranch Rd. |
Ste. 120 |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
ARIZONA |
85258 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ARIZONA |
CALIFORNIA |
COLORADO |
FLORIDA |
ILLINOIS |
IOWA |
KANSAS |
MAINE |
MARYLAND |
MASSACHUSETTS |
NEW JERSEY |
OREGON |
PENNSYLVANIA |
TENNESSEE |
VIRGINIA |
WASHINGTON |
WISCONSIN |
|
Recipient |
Recipient CRD Number |
|
None |
|
WNA Wealth Advisors Inc. |
106792 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
120 E. Ogden Ave. |
Ste. 120 |
City |
State/Province/Country |
ZIP/Postal Code |
Hinsdale |
ILLINOIS |
60521 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
13. Offering and Sales Amounts
Total Offering Amount |
$100,000,000
|
USD |
|
Total Amount Sold |
$28,898,450
|
USD |
Total Remaining to be Sold |
$71,101,550
|
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 |
$7,000,000
|
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):
Acquisition of interest in real property owned by a subsidiary of the promoter; management fee reserveSignature 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 Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) 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 |
Walton U. S. Land Fund 5, LP |
Gordon A. Price |
Gordon A. Price |
CFO, Walton Land Management (USA), Inc., Mgr. of GP |
2015-02-19 |
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.