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
0001710485
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
X Business Trust
   Other (Specify)

Name of Issuer
Denver MSA Multifamily II DST
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2017
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Denver MSA Multifamily II DST
Street Address 1 Street Address 2
C/- INLAND PRIVATE CAPITAL CORPORATION 2901 BUTTERFIELD ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
OAK BROOK ILLINOIS 60523 6302184916

3. Related Persons

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

Clarification of Response (if Necessary):

Signatory Trustee of the Issuer
Last Name First Name Middle Name
IPCC Multifamily Depositor DST N/A
Street Address 1 Street Address 2
c/o Inland Private Capital Corporation
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

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 2017-07-07    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
WealthForge Securities LLC 152550
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Chay Lapin 6275140
Street Address 1 Street Address 2
6800 Paragon Place Suite 200
City State/Province/Country ZIP/Postal Code
Richmond VIRGINIA 23230
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
CALIFORNIA
Recipient
Recipient CRD Number    None
Cambridge Investment Research, Inc 39543
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Ann Stewart 2388888
Street Address 1 Street Address 2
2114 N. Lincoln Ave #206
City State/Province/Country ZIP/Postal Code
Loveland COLORADO 80538
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
Recipient
Recipient CRD Number    None
Kovack Securities, Inc 44848
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Douglas Lagerstrom 2177433
Street Address 1 Street Address 2
5850 Canoga Avenue Suite 315
City State/Province/Country ZIP/Postal Code
Woodland Hills CALIFORNIA 91367
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
Concorde Investment Services, LLC 151604
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Robert Smith 1412333
Street Address 1 Street Address 2
5000 Meadows Road Suite 230
City State/Province/Country ZIP/Postal Code
Lake Oswego OREGON 97035
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
DFPG Investments, Inc 155576
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Scott Sheehan 2328614
Street Address 1 Street Address 2
2 Orr Hatch Drive
City State/Province/Country ZIP/Postal Code
Cornwall NEW YORK 12518
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number    None
Concorde Investment Services LLC 151604
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Timothy Stauffer 4178198
Street Address 1 Street Address 2
333 Fiddlers Cove
City State/Province/Country ZIP/Postal Code
Fort Wayne INDIANA 46825
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
INDIANA
Recipient
Recipient CRD Number    None
Concorde Investment Services, LLC 151604
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Nathan Kuhn 4624143
Street Address 1 Street Address 2
120 W Eastman Suite 300
City State/Province/Country ZIP/Postal Code
Arlington Heights ILLINOIS 60004
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
Boustead Securities, LLC 141391
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Edward Fernandez 2956661
Street Address 1 Street Address 2
6 Venture Suite 325
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92618
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Parkland Securities, LLC 115368
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Blayne Anderson 5727397
Street Address 1 Street Address 2
810 Pancheri Drive
City State/Province/Country ZIP/Postal Code
Idaho Falls IDAHO 83402
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
Lion Street Financial, LLC 165828
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Courtney Stewart 5261708
Street Address 1 Street Address 2
3 Centerpointe Dr Suite 160
City State/Province/Country ZIP/Postal Code
Lake Oswego OREGON 97035
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
OREGON
Recipient
Recipient CRD Number    None
First Allied Securities, Inc 32444
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Robert Cheney 2825660
Street Address 1 Street Address 2
158 Goya Road
City State/Province/Country ZIP/Postal Code
Portola Valley CALIFORNIA 94028
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
Concorde Investment Services LLC 151604
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Joseph Michaletz 1327534
Street Address 1 Street Address 2
150 St. Andrews Ct Suite 210
City State/Province/Country ZIP/Postal Code
Mankato MINNESOTA 56001
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
Recipient
Recipient CRD Number    None
Vanderbilt FInancial Group 37891
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Jeffrey Baker 2102752
Street Address 1 Street Address 2
12 E. Water Street
City State/Province/Country ZIP/Postal Code
Newburgh INDIANA 47629
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
INDIANA
Recipient
Recipient CRD Number    None
H.D. Vest Investment Securities Inc 13686
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Frank Douglass 5577855
Street Address 1 Street Address 2
123-B Library Hill Lane
City State/Province/Country ZIP/Postal Code
Lexington SOUTH CAROLINA 29072
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH CAROLINA
Recipient
Recipient CRD Number    None
H.D. Vest Investment Securities Inc 13686
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Victor Hazard 1617276
Street Address 1 Street Address 2
25124 Narbonne Ave Suite 205
City State/Province/Country ZIP/Postal Code
Lomita CALIFORNIA 90717
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
1st Global Capital Corporation 30349
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
LeAnn Grover 3146835
Street Address 1 Street Address 2
404 Main Street
City State/Province/Country ZIP/Postal Code
Zumbrota MINNESOTA 55992
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
Recipient
Recipient CRD Number    None
Lincoln Financial Advisors 3978
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Brandon Nelson 3125377
Street Address 1 Street Address 2
3165 East Millrock Drive Suite 300
City State/Province/Country ZIP/Postal Code
Salt Lake City UTAH 84121
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
Sagepoint Financial, Inc 133763
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Mark Iskander 2326918
Street Address 1 Street Address 2
7700 Irvine Center Drive Suite 800
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92618
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Cetera Advisors, LLC 10299
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Melinda Olbert 2893793
Street Address 1 Street Address 2
9012 N Kelley Ave
City State/Province/Country ZIP/Postal Code
Oklahoma City OKLAHOMA 73131
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
OKLAHOMA
Recipient
Recipient CRD Number    None
Commonwealth Financial Network 8032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Robert Condon 823679
Street Address 1 Street Address 2
1312 9th Street
City State/Province/Country ZIP/Postal Code
Berkeley CALIFORNIA 94710
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
Commonwealth Financial Network 8032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Hiro Kagiyama 5443419
Street Address 1 Street Address 2
1312 9th Street
City State/Province/Country ZIP/Postal Code
Berkeley CALIFORNIA 94710
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
Cambridge Investment Research 39543
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
John Wells 2479784
Street Address 1 Street Address 2
222 W Coleman Blvd Suite 124
City State/Province/Country ZIP/Postal Code
Mount Pleasant SOUTH CAROLINA 29464
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH CAROLINA

13. Offering and Sales Amounts

Total Offering Amount $53,962,913 USD
or    Indefinite
Total Amount Sold $7,136,443 USD
Total Remaining to be Sold $46,826,470 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:
27

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 $4,263,070 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.

$2,628,799 USD
X 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
Denver MSA Multifamily II DST /s/ Keith D. Lampi Keith D. Lampi President of Member of Signatory Trustee of the Issuer 2017-08-02

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.