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
0001587701
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
X Business Trust
   Other (Specify)

Name of Issuer
Naples Multifamily DST
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
Naples Multifamily DST
Street Address 1 Street Address 2
C/O INLAND PRIVATE CAPITAL CORP. 2901 BUTTERFIELD ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
OAK BROOK ILLINOIS 60523 630-218-4916

3. Related Persons

Last Name First Name Middle Name
Naples Multifamily, L.L.C. N/A
Street Address 1 Street Address 2
c/o Inland Private Capital Corporation 2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Depositor of the Issuer
Last Name First Name Middle Name
Naples Multifamily Exchange, L.L.C. N/A
Street Address 1 Street Address 2
c/o Inland Private Capital Corporation 2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Signatory Trustee and Manager of the Issuer
Last Name First Name Middle Name
Inland Private Capital Corporation N/A
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Sponsor of the Issuer

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
X Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   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 2013-09-30    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 $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Inland Securities Corporation 15807
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Inland Securities Corporation 15807
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/Postal Code
Oakbrook ILLINOIS 60523
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 X None
Gregory Block None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
225 W Plaza Street Suite 105
City State/Province/Country ZIP/Postal Code
Solana Beach CALIFORNIA 92075-1164
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IDAHO
Recipient
Recipient CRD Number    None
Eric Bricknese 2829451
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Nationwide Planning Associates, Inc. 31029
Street Address 1 Street Address 2
115 West Century Road Suite 360
City State/Province/Country ZIP/Postal Code
Paramus NEW JERSEY 07652
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DISTRICT OF COLUMBIA
NEW YORK
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 1151604
Street Address 1 Street Address 2
1120 East long Lake Road Ste. 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
   Foreign/non-US
ARIZONA
CALIFORNIA
MICHIGAN
MISSOURI
NEW YORK
OREGON
VIRGINIA
Recipient
Recipient CRD Number    None
National Securities Corporation 7569
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
National Securities Corporation 7569
Street Address 1 Street Address 2
1001 Fourth Avenue Ste 3750
City State/Province/Country ZIP/Postal Code
Seattle WASHINGTON 98154-1100
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
NEW JERSEY
NEW YORK
Recipient
Recipient CRD Number    None
John S. Weiss 1097536
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Crown Capital Securities L.P. 6312
Street Address 1 Street Address 2
18 Crow Canyon Ct Ste 325
City State/Province/Country ZIP/Postal Code
San Ramon CALIFORNIA 94583
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Christina Nielson 4866971
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Primex 29394
Street Address 1 Street Address 2
349 Gulf Stream Way
City State/Province/Country ZIP/Postal Code
Costa Mesa CALIFORNIA 92627
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
Recipient
Recipient CRD Number    None
William Aubrey Morrow 836500
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Independent Financial Group, LLC 7717
Street Address 1 Street Address 2
5075 Shoreham Place Ste 200
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92122
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Edwin T. Suzuki 4851317
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Newport Coast Securities, Inc. 16944
Street Address 1 Street Address 2
18872 MacArthur Blvd Ste 100
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
Recipient
Recipient CRD Number    None
Peter McNeil 4378567
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Independent Financial Group, LLC 7717
Street Address 1 Street Address 2
5075 Shoreham Place Ste 200
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92122
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Craig A. Hoff 1936893
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
DFPG Investments Inc. 155576
Street Address 1 Street Address 2
8910 University Center Lane Ste 485
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92122
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
John W. Goff 1919761
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Investacorp, Inc. 7684
Street Address 1 Street Address 2
770 North Cotner Blvd. Ste 401
City State/Province/Country ZIP/Postal Code
Lincoln NEBRASKA 68505
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
Recipient
Recipient CRD Number    None
Patrick R. Conway 1337831
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Investacorp, Inc. 7684
Street Address 1 Street Address 2
770 North Cotner Blvd. Ste 401
City State/Province/Country ZIP/Postal Code
Lincoln NEBRASKA 68505
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
Mike Newton 2185103
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Investment Planners, Inc. 18557
Street Address 1 Street Address 2
191 W. Professional Park Ct. Ste 2-B
City State/Province/Country ZIP/Postal Code
Bowling Green KENTUCKY 42104
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
KENTUCKY
Recipient
Recipient CRD Number    None
Peter A. Finnegan 1336798
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Phalanx Trading, LLC 146993
Street Address 1 Street Address 2
65 Washington Street
City State/Province/Country ZIP/Postal Code
Hanover MASSACHUSETTS 02339
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Wenjinn J. Chang 4536266
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Independent Financial Group 7717
Street Address 1 Street Address 2
5075 Shoreham Place Ste 200
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92122
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MICHIGAN
Recipient
Recipient CRD Number    None
Leonard Gayle Morgeson 1230450
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Lowell & Company Inc. 24913
Street Address 1 Street Address 2
4021 84th Street Suite 100
City State/Province/Country ZIP/Postal Code
Lubbock TEXAS 79423
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Craig M. Rollins 1896698
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
DFPG Investments, Inc. 155576
Street Address 1 Street Address 2
406 W. South Jordan Pkwy Ste 240
City State/Province/Country ZIP/Postal Code
South Jordan UTAH 84095
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
UTAH
Recipient
Recipient CRD Number    None
Jennifer J. Homman 4303375
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Harbour Investments, Inc. 19258
Street Address 1 Street Address 2
321 North Main Street
City State/Province/Country ZIP/Postal Code
DeForest WISCONSIN 53532
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN

13. Offering and Sales Amounts

Total Offering Amount $7,868,793 USD
or    Indefinite
Total Amount Sold $7,868,792 USD
Total Remaining to be Sold $1 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:
33

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 $680,651 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.

$479,500 USD
X Estimate

Clarification of Response (if Necessary):

Transaction based fees accruing to related parties.

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
Naples Multifamily DST /s/ Keith Lampi Keith Lampi COO of Member of Signatory Trustee 2014-03-21

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.