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Arcadian Quay Holdings, LLC – ‘D/A’ on 12/6/16

On:  Tuesday, 12/6/16, at 1:48pm ET   ·   Effective:  12/6/16   ·   Accession #:  1687115-16-2   ·   File #:  21-272520

Previous ‘D’:  ‘D’ on 10/14/16   ·   Latest ‘D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size

12/06/16  Arcadian Quay Holdings, LLC       D/A        12/06/16    1:13K

Amendment to Notice of an Offering of Securities Made Without Registration   —   Form D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: D/A         Amendment to Notice of an Offering of Securities    HTML     14K 
                          Made Without Registration --                           
                          primary_doc.xml/7.7                                    




        

This ‘D/A’ Document is an XML Data File that may be rendered in various formats:

  Form D    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Amendment to Notice of an Exempt Offering of Securities
 

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
XNone
Entity Type
1687115
  Corporation
  Limited Partnership
XLimited Liability Company
  General Partnership
  Business Trust
  Other (Specify)

Name of Issuer
Arcadian Quay Holdings, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
  Over Five Years Ago
XWithin Last Five Years (Specify Year)2016
  Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Arcadian Quay Holdings, LLC
Street Address 1Street Address 2
3424 PEACHTREE ROAD, NE, SUITE 1550
CityState/Province/CountryZIP/PostalCodePhone Number of Issuer
ATLANTAGEORGIA30326470-440-3300

3. Related Persons

Last NameFirst NameMiddle Name
MuCulloughRobertM.
Street Address 1Street Address 2
3424 PEACHTREE ROAD, NE, SUITE 1550
CityState/Province/CountryZIP/PostalCode
AtlantaGEORGIA30326
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Financial Officer of EcoVest Capital, Inc., managing entity
Last NameFirst NameMiddle Name
SolonAlanN.
Street Address 1Street Address 2
3424 PEACHTREE ROAD, NE, SUITE 1550
CityState/Province/CountryZIP/PostalCode
AtlantaGEORGIA30326
Relationship:XExecutive OfficerXDirector  Promoter

Clarification of Response (if Necessary):

Chairman and CEO of EcoVest Capital, Inc., managing entity
Last NameFirst NameMiddle Name
LinsiderJedC.
Street Address 1Street Address 2
3424 PEACHTREE ROAD, NE, SUITE 1550
CityState/Province/CountryZIP/PostalCode
AtlantaGEORGIA30326
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

Sr. Vice President, Investments of EcoVest Capital, Inc., managing entity
Last NameFirst NameMiddle Name
LloydAdam
Street Address 1Street Address 2
3424 PEACHTREE ROAD, NE, SUITE 1550
CityState/Province/CountryZIP/PostalCode
AtlantaGEORGIA30326
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

Sr. Vice President, Chief Operating Officer of EcoVest Capital, Inc., managing entity
Last NameFirst NameMiddle Name
Teal, Jr.Ralph
Street Address 1Street Address 2
2002 N. Oak St., Suite 200
CityState/Province/CountryZIP/PostalCode
Myrtle BeachSOUTH CAROLINA29577
Relationship:  Executive OfficerXDirector  Promoter

Clarification of Response (if Necessary):

Vice Chairman of EcoVest Capital, Inc., managing entity

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
XOther Real Estate
  
Retailing
  
Restaurants
Technology
  Computers
  Telecommunications
  Other Technology
Travel
  Airlines & Airports
  Lodging & Conventions
  Tourism & Travel Services
  Other Travel
  
Other

5. Issuer Size

Revenue RangeORAggregate 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
XDecline 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
XRule 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 12/2/16   First Sale Yet to Occur
XAmendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
  YesXNo

9. Type(s) of Securities Offered (select all that apply)

XEquity  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?
  YesXNo

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor$13,984USD

12. Sales Compensation

Recipient
Recipient CRD Number  None
Center Street Securities, Inc.26898
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
2740 Old Elm Hill Pike, Suite 201
CityState/Province/CountryZIP/Postal Code
NashvilleTENNESSEE37214
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
  All States
  Foreign/non-US
ARIZONA
CALIFORNIA
TEXAS

Recipient
Recipient CRD Number  None
DFPG Investments155576
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
406 W. South Jordan Pkwy, Ste. 240
CityState/Province/CountryZIP/Postal Code
South JordanUTAH84095
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
  All States
  Foreign/non-US
CALIFORNIA
COLORADO
SOUTH CAROLINA
TEXAS

Recipient
Recipient CRD Number  None
Kalos Capital, inc.44337
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
11525 Park Woods Circle, Suite 280
CityState/Province/CountryZIP/Postal Code
AlpharettaGEORGIA30005
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
  All States
  Foreign/non-US
ARIZONA
CALIFORNIA
DELAWARE
FLORIDA
GEORGIA
IDAHO
MARYLAND
NORTH CAROLINA
UTAH
VIRGINIA
WASHINGTON

Recipient
Recipient CRD Number  None
Money Concepts Capital Corp.12963
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
11440 North Jog Road
CityState/Province/CountryZIP/Postal Code
Palm Beach GardensFLORIDA33418
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
  All States
  Foreign/non-US
LOUISIANA

Recipient
Recipient CRD Number  None
The Strategic Financial Alliance, Inc.126514
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
2200 Century Parkway, Suite 500
CityState/Province/CountryZIP/Postal Code
AtlantaGEORGIA30345
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
  All States
  Foreign/non-US
ALABAMA
ARIZONA
CALIFORNIA
COLORADO
FLORIDA
GEORGIA
KANSAS
MICHIGAN
MISSOURI
NEVADA
NEW JERSEY
NORTH CAROLINA
OREGON
SOUTH CAROLINA
TENNESSEE
TEXAS
VIRGINIA
WISCONSIN

Recipient
Recipient CRD Number  None
Triloma Securities, LLC173059
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
201 North New York Avenue, Suite 250
CityState/Province/CountryZIP/Postal Code
Winter ParkFLORIDA32789
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
  All States
  Foreign/non-US
FLORIDA

13. Offering and Sales Amounts

Total Offering Amount$14,180,492USD
or  Indefinite
Total Amount Sold$14,180,492USD
Total Remaining to be Sold$0USD
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:
168

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$1,675,724USD
  Estimate
Finders' Fees$0USD
  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.

$0USD
  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 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 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.

IssuerSignatureName of SignerTitleDate
Arcadian Quay Holdings, LLCRobert M. McCulloughRobert M. McCulloughSr. V.P. & CFO of EcoVest Capital, Inc., managing entity 12/6/16

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.


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