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
0001568250
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Waveland Drilling Partners III-A, LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2013
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Waveland Drilling Partners III-A, LP
Street Address 1 Street Address 2
19800 MACARTHUR BLVD. SUITE 650
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
IRVINE CALIFORNIA 92612 949-706-5000

3. Related Persons

Last Name First Name Middle Name
Greer Michael J
Street Address 1 Street Address 2
19800 MacArthur Blvd. Suite 650
City State/Province/Country ZIP/PostalCode
Irvine CALIFORNIA 92612
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

CEO of Waveland Energy Partners LLC, Mangager of Waveland Resources LLC, the Managing General Partner of the Issuer
Last Name First Name Middle Name
Greer Vickie J
Street Address 1 Street Address 2
19800 MacArthur Blvd Suite 650
City State/Province/Country ZIP/PostalCode
irvine CALIFORNIA 92612
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Coo of Waveland Energy Partners LLC, Mangager of Waveland Resources LLC, the Managing General Partner of the Issuer
Last Name First Name Middle Name
Dinh Viet
Street Address 1 Street Address 2
19800 MacArthur Blvd Suite 650
City State/Province/Country ZIP/PostalCode
Irvine CALIFORNIA 92612
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Controller of Waveland Energy Partners LLC, Mangager of Waveland Resources LLC, the Managing General Partner 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
X Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   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
X 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
   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 505
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 2013-02-28    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
Waveland Capital Partners LLC 40054
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Waveland Capital Partners LLC 40054
Street Address 1 Street Address 2
19800 MacArthur Blvd. Suite 650
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92612
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
GEORGIA
IOWA
MASSACHUSETTS
NEVADA
TEXAS
Recipient
Recipient CRD Number    None
Ausdal Financial Partners Inc. 7995
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Ausdal Financial Partners Inc. 7995
Street Address 1 Street Address 2
220 N. Main St. Suite 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
   Foreign/non-US
ARIZONA
FLORIDA
ILLINOIS
IOWA
MISSOURI
SOUTH CAROLINA
Recipient
Recipient CRD Number    None
Colorado Financial Service Corporation 104343
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Colorado Financial Service Corporation 104343
Street Address 1 Street Address 2
304 Inverness Way South Suite 355
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
   Foreign/non-US
CALIFORNIA
COLORADO
Recipient
Recipient CRD Number    None
Berthel Fisher & Company Financial Services Inc. 13609
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Berthel Fisher & Company Financial Services Inc. 13609
Street Address 1 Street Address 2
701 Tama St. Bldg B
City State/Province/Country ZIP/Postal Code
Marion IOWA 52302
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
GEORGIA
ILLINOIS
INDIANA
IOWA
KANSAS
LOUISIANA
MINNESOTA
MISSOURI
NEBRASKA
NEVADA
NORTH CAROLINA
Recipient
Recipient CRD Number    None
Concorde Investment Services LLC 151604
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Concorde Investment Services LLC 151604
Street Address 1 Street Address 2
1120 E. Long Lake Rd. Suite 250
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
   Foreign/non-US
CALIFORNIA
NEVADA
TEXAS
Recipient
Recipient CRD Number    None
VSR Financial Services Inc. 14503
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services Inc. 14503
Street Address 1 Street Address 2
8620 W. 110th St. Suite 200
City State/Province/Country ZIP/Postal Code
Overland Park KANSAS 66210
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
DISTRICT OF COLUMBIA
FLORIDA
HAWAII
ILLINOIS
IOWA
KANSAS
KENTUCKY
MASSACHUSETTS
MINNESOTA
MISSOURI
NEBRASKA
NEW JERSEY
NEW YORK
OHIO
PENNSYLVANIA
TEXAS
UTAH
VIRGINIA
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number    None
First Allied Securities, Inc. 32444
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
First Allied Securities, Inc. 32444
Street Address 1 Street Address 2
655 W. Broadway 11th Floor
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92101
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
CALIFORNIA
COLORADO
FLORIDA
ILLINOIS
INDIANA
LOUISIANA
MARYLAND
MICHIGAN
NEVADA
NEW JERSEY
NEW YORK
OHIO
SOUTH DAKOTA
TEXAS
VIRGINIA
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number    None
Independent Financial Group, LLC 7717
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Independent Financial Group, LLC 7717
Street Address 1 Street Address 2
12671 High Bluff Dr. 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
ARIZONA
CALIFORNIA
HAWAII
NEW YORK
TEXAS
Recipient
Recipient CRD Number    None
Centaurus Financial, Inc. 30833
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Centaurus Financial, Inc. 30833
Street Address 1 Street Address 2
2300 E. Katella Ave. Suite 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
   Foreign/non-US
ARIZONA
COLORADO
MICHIGAN
MINNESOTA
NEBRASKA
WASHINGTON
Recipient
Recipient CRD Number    None
MidAmerica Financial Services, Inc. 47351
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
MidAmerica Financial Services, Inc. 47351
Street Address 1 Street Address 2
2230 E. 32nd St. Suite B
City State/Province/Country ZIP/Postal Code
Joplin MISSOURI 64804
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
INDIANA
KANSAS
MISSOURI
Recipient
Recipient CRD Number    None
ProEquities, Inc. 15708
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
ProEquities, Inc. 15708
Street Address 1 Street Address 2
2801 Hwy 280 S.
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
   Foreign/non-US
ALABAMA
ARKANSAS
COLORADO
FLORIDA
IOWA
SOUTH CAROLINA
Recipient
Recipient CRD Number    None
Kalos Capital Inc. 44337
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Kalos Capital Inc. 44337
Street Address 1 Street Address 2
3780 Mansell Rd. Suite 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
   Foreign/non-US
FLORIDA
OHIO
TEXAS

13. Offering and Sales Amounts

Total Offering Amount $75,000,000 USD
or    Indefinite
Total Amount Sold $18,139,165 USD
Total Remaining to be Sold $56,860,835 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:
319

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 $7,500,000 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

7% Sales commissions 3% Non-accountable wholesaling & marketing allowance

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
   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 it 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
Waveland Drilling Partners III-A, LP Vickie J. Greer Vickie J. Greer COO of Waveland Energy Partners LLC, Manager of Waveland Res 2013-11-21

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.