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 |
0002018496 |
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Corporation |
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Limited Partnership |
X |
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 |
INVESTX SERIES (SPX-U3), A SERIES OF INVESTX MASTER LLC |
Jurisdiction of Incorporation/Organization |
DELAWARE |
Year of Incorporation/Organization |
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Over Five Years Ago |
X |
Within Last Five Years (Specify Year) |
2024 |
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Yet to Be Formed |
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2. Principal Place of Business and Contact Information
Name of Issuer |
INVESTX SERIES (SPX-U3), A SERIES OF INVESTX MASTER LLC |
Street Address 1 |
Street Address 2 |
19 FULTON STREET |
SUITE 300 |
City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
DENVER |
COLORADO |
80202 |
212-390-9270 |
3. Related Persons
Last Name |
First Name |
Middle Name |
InvestX Asset Management LLC |
null |
Street Address 1 |
Street Address 2 |
19 Fulton Street |
Suite 300 |
City |
State/Province/Country |
ZIP/PostalCode |
New York |
NEW YORK |
10038 |
Relationship: |
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Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
Manager of the Issuer
Last Name |
First Name |
Middle Name |
InvestX Markets LLC |
null |
Street Address 1 |
Street Address 2 |
19 Fulton Street |
Suite 300 |
City |
State/Province/Country |
ZIP/PostalCode |
New York |
NEW YORK |
10038 |
Relationship: |
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Executive Officer |
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Director |
X |
Promoter |
Clarification of Response (if Necessary):
Affiliate of the Manager of the Issuer
Last Name |
First Name |
Middle Name |
Great Lakes Fund Solutions, Inc. |
null |
Street Address 1 |
Street Address 2 |
500 Park Avenue |
Suite 114 |
City |
State/Province/Country |
ZIP/PostalCode |
Lake Villa |
ILLINOIS |
60046 |
Relationship: |
X |
Executive Officer |
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Director |
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Promoter |
Clarification of Response (if Necessary):
Administrative Manager of the Issuer
Last Name |
First Name |
Middle Name |
McLamore |
Robert |
Street Address 1 |
Street Address 2 |
c/o Great Lakes Fund Solutions, Inc. |
500 Park Avenue, Suite 114 |
City |
State/Province/Country |
ZIP/PostalCode |
Lake Villa |
ILLINOIS |
60046 |
Relationship: |
X |
Executive Officer |
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Director |
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Promoter |
Clarification of Response (if Necessary):
Officer of the Administrative Manager 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 |
X |
Pooled Investment Fund |
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Hedge Fund |
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Private Equity Fund |
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Venture Capital Fund |
X |
Other 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 |
X |
Decline to Disclose |
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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 506(b) |
| X |
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 |
2024-03-19 |
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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)
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Equity |
X |
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 |
$25,000
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USD |
12. Sales Compensation
Recipient |
Recipient CRD Number |
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None |
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Daniel Bernard Savoie |
569391 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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InvestX Markets LLC |
148248 |
Street Address 1 |
Street Address 2 |
19 Fulton Street |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10038 |
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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Ashley Mofrad |
7286124 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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InvestX Markets LLC |
148248 |
Street Address 1 |
Street Address 2 |
19 Fulton Street |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10038 |
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 |
FLORIDA |
IDAHO |
NEW JERSEY |
TEXAS |
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Recipient |
Recipient CRD Number |
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None |
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Namhee Park |
6724895 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
110 East Wilshire Avenue |
Suite 301 |
City |
State/Province/Country |
ZIP/Postal Code |
Fullerton |
CALIFORNIA |
92832 |
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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John Jason Ferneau |
6136562 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
975 Lincoln Street |
Suite 204 |
City |
State/Province/Country |
ZIP/Postal Code |
Denver |
COLORADO |
80203 |
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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ARIZONA |
CALIFORNIA |
COLORADO |
NEBRASKA |
WASHINGTON |
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Recipient |
Recipient CRD Number |
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None |
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Han Gu |
6863727 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
2 Overhill Road |
Suite 400 |
City |
State/Province/Country |
ZIP/Postal Code |
Scarsdale |
NEW YORK |
10583 |
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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Rhett Price Grimes |
6283241 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
11440 West Bernardo Court |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
San Diego |
CALIFORNIA |
92127 |
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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NORTH CAROLINA |
SOUTH CAROLINA |
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Recipient |
Recipient CRD Number |
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None |
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Morris Gordon Nutt |
2891940 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
1730 South Germantown Road |
Suite 224 |
City |
State/Province/Country |
ZIP/Postal Code |
Germantown |
TENNESSEE |
38138 |
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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Gary Glenn Garcia II |
5027185 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
106 South Tampania Avenue |
Suite 202 |
City |
State/Province/Country |
ZIP/Postal Code |
Tampa |
FLORIDA |
33609 |
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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Daniel M. King |
5954543 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
11440 West Bernardo Court |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
San Diego |
CALIFORNIA |
92127 |
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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Judson Harris Gee |
2453009 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
2616 Fort Street |
City |
State/Province/Country |
ZIP/Postal Code |
Charlotte |
NORTH CAROLINA |
28205 |
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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Aaron Wall |
7805948 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Fidelis Capital |
322287 |
Street Address 1 |
Street Address 2 |
7200 Wisconsin Avenue |
City |
State/Province/Country |
ZIP/Postal Code |
Bethesda |
MARYLAND |
20814 |
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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Justin Dale Tompkins |
6319600 |
(Associated) Broker or Dealer |
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None |
|
(Associated) Broker or Dealer CRD Number |
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None |
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InvestX Markets LLC |
148248 |
Street Address 1 |
Street Address 2 |
19 Fulton Street |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10038 |
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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Marcus A. New |
7235082 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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InvestX Markets LLC |
148248 |
Street Address 1 |
Street Address 2 |
19 Fulton Street |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10038 |
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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Svitlana S. Kyrukhina |
5894900 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
1140 West Bernardo Court |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
Sand Diego |
CALIFORNIA |
92127 |
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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Kyle Rodgers |
6811728 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Kingswood Capital Partners, LLC |
288898 |
Street Address 1 |
Street Address 2 |
1717 Main Street |
Suite 5650 |
City |
State/Province/Country |
ZIP/Postal Code |
Dallas |
TEXAS |
75201 |
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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13. Offering and Sales Amounts
Total Offering Amount |
|
USD |
|
Total Amount Sold |
$4,385,000
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USD |
Total Remaining to be Sold |
|
USD |
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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. |
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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: |
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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 |
$197,325
|
USD |
|
Finders' Fees |
$0
|
USD |
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Clarification of Response (if Necessary):
The Issuer may require investors brought by a registered broker-dealer to pay up to 4.5% of the investor's commitment to such dealer-broker. In addition, selling agents and referring firms may receive a carried interest of 5.0%.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):
Represents a 3.0% one-time upfront management fee plus a 5.0% setup fee for organizational and operating expenses plus a 2.0% fee for assisting with setup of brokers and other selling participants, and other processing and documentation work.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).
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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 |
INVESTX SERIES (SPX-U3), A SERIES OF INVESTX MASTER LLC |
/s/ Marcus A. New |
Marcus A. New |
Officer |
2024-07-03 |
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.