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 |
|
Entity Type |
| 0001792429 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| HPI Real Estate Fund VIII LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2019 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| HPI Real Estate Fund VIII LLC |
| Street Address 1 |
Street Address 2 |
| 2 HUNTLEY ROAD |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| OLD LYME |
CONNECTICUT |
06371 |
860-598-4300 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Sharp |
Matthew |
A. |
| Street Address 1 |
Street Address 2 |
| c/o HAMILTON POINT INVESTMENTS LLC |
2 HUNTLEY ROAD |
| City |
State/Province/Country |
ZIP/PostalCode |
| OLD LYME |
CONNECTICUT |
06371 |
| Relationship: |
X |
Executive Officer |
X |
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Mr. Sharp is a Manager of Hamilton Point Investments LLC, the Manager of the issuer.
| Last Name |
First Name |
Middle Name |
| Kelsey |
J. |
David |
| Street Address 1 |
Street Address 2 |
| c/o HAMILTON POINT INVESTMENTS LLC |
2 HUNTLEY ROAD |
| City |
State/Province/Country |
ZIP/PostalCode |
| OLD LYME |
CONNECTICUT |
06371 |
| Relationship: |
X |
Executive Officer |
X |
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Mr. Kelsey is a Manager of Hamilton Point Investments LLC, the Manager of the issuer.
| Last Name |
First Name |
Middle Name |
| Hamilton Point Investments LLC |
none |
| Street Address 1 |
Street Address 2 |
| 2 HUNTLEY ROAD |
| City |
State/Province/Country |
ZIP/PostalCode |
| OLD LYME |
CONNECTICUT |
06371 |
| Relationship: |
|
Executive Officer |
X |
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Hamilton Point Investments LLC is the Manager 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? |
|
|
| |
Other Banking & Financial Services |
|
| |
Business Services |
|
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
|
|
|
|
|
|
|
|
|
| |
Manufacturing |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
Retailing |
|
Restaurants |
|
Technology |
|
|
|
|
|
|
|
Travel |
|
|
|
|
|
| |
Tourism & Travel Services |
|
|
|
|
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) |
|
| 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) |
|
|
|
7. Type of Filing
| |
New Notice |
|
Date of First Sale |
2019-11-15 |
|
|
First Sale Yet to Occur |
| X |
Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? |
|
|
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? |
|
|
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 |
|
| Orchard Securities, LLC |
133378 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 365 Garden Grove Lane |
Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Pleasant Grove |
UTAH |
84062 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| American Portfolios Financial Services, Inc. |
18487 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 4250 Veterans Memorial Highway |
4th Floor East |
| 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 |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| American Independent Securities Group, LLC |
135288 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1036 E. Iron Eagle Drive |
Suite 105 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Eagle |
IDAHO |
83616 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALASKA |
| ALABAMA |
| ARKANSAS |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IOWA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| KANSAS |
| LOUISIANA |
| MARYLAND |
| MAINE |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MISSISSIPPI |
| MONTANA |
| NORTH CAROLINA |
| NORTH DAKOTA |
| NEBRASKA |
| NEW JERSEY |
| NEW MEXICO |
| NEVADA |
| NEW YORK |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| VERMONT |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Center Street Securities, Inc. |
26898 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 2 International Plaza |
Suite 301 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Nashville |
TENNESSEE |
37217 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| BD4RIA, Inc. |
290240 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 3520 West Vickery Boulevard |
| City |
State/Province/Country |
ZIP/Postal Code |
| Fort Worth |
TEXAS |
76107 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARKANSAS |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| KANSAS |
| LOUISIANA |
| MISSOURI |
| NEBRASKA |
| NEW MEXICO |
| OKLAHOMA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| 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 |
| 19500 Victor Parkway |
Suite 550 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Livonia |
MICHIGAN |
48152 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| DAI Securities, LLC |
36673 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 150 St. Andrews Court |
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 |
|
|
| ARKANSAS |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| IOWA |
| IDAHO |
| ILLINOIS |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MISSISSIPPI |
| MONTANA |
| NORTH CAROLINA |
| NORTH DAKOTA |
| NEBRASKA |
| NEW MEXICO |
| NEVADA |
| NEW YORK |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| SOUTH DAKOTA |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| DFPG Investments, LLC |
155576 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 9017 S Riverside Drive |
Suite 210 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Sandy |
UTAH |
84070 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Gramercy Securities, Inc. |
8177 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 3949 Old Post Road |
| City |
State/Province/Country |
ZIP/Postal Code |
| Charleston |
RHODE ISLAND |
02813 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| HAWAII |
| NEW MEXICO |
| NEW YORK |
| OKLAHOMA |
| OREGON |
| RHODE ISLAND |
| TEXAS |
| VERMONT |
| WASHINGTON |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Great Point Capital LLC |
114203 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 200 West Jackson Boulevard |
Suite 1000 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Chicago |
ILLINOIS |
60606 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALASKA |
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| IOWA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MASSACHUSETTS |
| MARYLAND |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MONTANA |
| NORTH CAROLINA |
| NORTH DAKOTA |
| NEBRASKA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEVADA |
| NEW YORK |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| VERMONT |
| WASHINGTON |
| WISCONSIN |
|
| 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 |
| 11525 Park Woods Circle |
Suite 280 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Alpharetta |
GEORGIA |
30005 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Lion Street Financial, LLC |
165828 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 515 Congress Avenue |
Suite 2500 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Austin |
TEXAS |
78701 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Sunbelt Securities, Inc. |
42180 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 2700 Post Oak Boulevard |
Suite 1700 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Houston |
TEXAS |
77056 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALASKA |
| ALABAMA |
| ARKANSAS |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IOWA |
| ILLINOIS |
| INDIANA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MASSACHUSETTS |
| MARYLAND |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MISSISSIPPI |
| MONTANA |
| NORTH CAROLINA |
| NORTH DAKOTA |
| NEBRASKA |
| NEW JERSEY |
| NEW MEXICO |
| NEVADA |
| NEW YORK |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
| WEST VIRGINIA |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Wealthforge Securities, LLC |
152550 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 3015 W Moore Street |
Suite 102 |
| 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 |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Westpark Capital, LLC |
39914 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1900 Avenue of the Stars |
Suite 310 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Los Angeles |
CALIFORNIA |
90067 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Emerson Equity LLC |
130032 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 155 Bovet Road |
Suite 725 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Mateo |
CALIFORNIA |
94402 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| AEGIS Capital |
15007 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 810 7th AVENUE |
18th and 22nd FLOOR |
| City |
State/Province/Country |
ZIP/Postal Code |
| NEW YORK |
NEW YORK |
10019 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| American Trust Investment Services, Inc. |
3001 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1244 119th STREET |
| City |
State/Province/Country |
ZIP/Postal Code |
| WHITING |
INDIANA |
46394 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARKANSAS |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IOWA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MASSACHUSETTS |
| MARYLAND |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MONTANA |
| NORTH CAROLINA |
| NORTH DAKOTA |
| NEBRASKA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEVADA |
| NEW YORK |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TEXAS |
| UTAH |
| VIRGINIA |
| VERMONT |
| WASHINGTON |
| WISCONSIN |
| WEST VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Arete Wealth Management, LLC |
44856 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 1115 W FULTON MARKET |
3rd FLOOR |
| City |
State/Province/Country |
ZIP/Postal Code |
| CHICAGO |
ILLINOIS |
60607 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Arkadios Capital |
282710 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 309 EAST PACES FERRY ROAD |
SUITE 1000 |
| City |
State/Province/Country |
ZIP/Postal Code |
| ATLANTA |
GEORGIA |
30305 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALASKA |
| ALABAMA |
| ARKANSAS |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| IOWA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MASSACHUSETTS |
| MARYLAND |
| MAINE |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MISSISSIPPI |
| NORTH CAROLINA |
| NORTH DAKOTA |
| NEBRASKA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEVADA |
| NEW YORK |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| VERMONT |
| WASHINGTON |
| WISCONSIN |
| WEST VIRGINIA |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Berthel Fisher & Company Financial Services, Inc. |
13609 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 4201 42ND STREET NE |
SUITE 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| CEDAR RAPIDS |
IOWA |
52402 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Cabot Lodge Securities LLC |
159712 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 200 VESEY STREET |
24TH FLOOR |
| City |
State/Province/Country |
ZIP/Postal Code |
| NEW YORK |
NEW YORK |
10281 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Colorado Financial Service Corporation |
104343 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 188 INVERNESS DRIVE WEST |
SUITE 100 |
| 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 |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Independent Financial Group, LLC |
7717 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 12671 HIGH BLUFF DRIVE |
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 |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Madison Avenue Securities, LLC |
23224 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 15050 AVENUE OF SCIENCE |
SUITE 150 |
| City |
State/Province/Country |
ZIP/Postal Code |
| SAN DIEGO |
CALIFORNIA |
92128 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| McDermott Investment Services, LLC |
154926 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 44 EAST BROAD STREET |
2ND FLOOR |
| City |
State/Province/Country |
ZIP/Postal Code |
| BETHLEHEM |
PENNSYLVANIA |
18018 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| MH LeBlang, Inc. |
2535 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| EVERSPIRE PLAZA |
6900 S. 900 E., SUITE 200 |
| City |
State/Province/Country |
ZIP/Postal Code |
| MIDVALE |
UTAH |
84047 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| IOWA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| LOUISIANA |
| MARYLAND |
| MICHIGAN |
| NORTH CAROLINA |
| NEW JERSEY |
| NEVADA |
| NEW YORK |
| OHIO |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
| 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 NORTH JOG ROAD |
| 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 |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| National Securities Corporation |
7569 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 5000 T-REX AVENUE |
SUITE 300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| BOCA RATON |
FLORIDA |
33431 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| The 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 |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Triad Advisors LLC |
25803 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 5155 PEACHTREE PARKWAY |
SUITE 3220 |
| 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 |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Vanderbilt Securities, LLC |
5953 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 125 FROEHLICH FARM BLVD. |
| City |
State/Province/Country |
ZIP/Postal Code |
| WOODBURY |
NEW YORK |
11797 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALASKA |
| ALABAMA |
| ARKANSAS |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IOWA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MASSACHUSETTS |
| MARYLAND |
| MAINE |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MISSISSIPPI |
| MONTANA |
| NORTH CAROLINA |
| NEBRASKA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEVADA |
| NEW YORK |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| VERMONT |
| WASHINGTON |
| WISCONSIN |
| WEST VIRGINIA |
| WYOMING |
|
13. Offering and Sales Amounts
| Total Offering Amount |
$125,000,000
|
USD |
|
| Total Amount Sold |
$93,347,230
|
USD |
| Total Remaining to be Sold |
$31,652,770
|
USD |
|
Clarification of Response (if Necessary):
The amount of this offering may be increased up to $150,000,000 in the sole discretion of Hamilton Point Investments LLC, the Manager of the issuer.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 |
$7,090,900
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
Represents selling commissions if the maximum offering amount is sold and includes selling commissions paid to date of $5,191,734. The estimated sales commissions will be $8,590,900 if the maximum offering amount is increased to $150,000,000.16. 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):
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).
|
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 |
| HPI Real Estate Fund VIII LLC |
/s/ J. David Kelsey |
J. David Kelsey |
Manager of the manager of the issuer |
2020-11-13 |
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.