Form D Cinnaire Mid-Atlantic

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September 29, 2022 4:23 PM EDT

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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
Expires:	August 31, 2015
Estimated average burden
hours per response:		4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001947619

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

Name of Issuer

Cinnaire Mid-Atlantic Capital Fund 7 Limited Partnership

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Cinnaire Mid-Atlantic Capital Fund 7 Limited Partnership
Street Address 1		Street Address 2
100 WEST 10TH STREET		SUITE 502
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
WILMINGTON	DELAWARE	19801	302-655-1420

3. Related Persons

Last Name	First Name	Middle Name
Cinnaire Mid Atlantic Capital Fund 7, Inc.	n/a
Street Address 1	Street Address 2
100 West 10th Street	Suite 502
City	State/Province/Country	ZIP/PostalCode
Wilmington	DELAWARE	19801

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

General Partner of Issuer

Last Name	First Name	Middle Name
Cinnaire Corporation	n/a
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Sole Stockholder of General Partner

Last Name	First Name	Middle Name
McDaniel	Mark	S.
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer of the General Partner

Last Name	First Name	Middle Name
Oumedian	Brett	S.
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Chief Financial Officer of the General Partner

Last Name	First Name	Middle Name
Crawley	Kevin
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Chief Operating Officer of the General Partner

Last Name	First Name	Middle Name
Everhart	Jennifer
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Executive Vice President of the General Partner

Last Name	First Name	Middle Name
Forth	Katherine	P.
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Executive Vice President of the General Partner

Last Name	First Name	Middle Name
Frank	Susan
Street Address 1	Street Address 2
100 West 10th Street	Suite 502
City	State/Province/Country	ZIP/PostalCode
Wilmington	DELAWARE	19801

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Executive Vice President of the General Partner

Last Name	First Name	Middle Name
Logue III	James	L.
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Executive Vice President of the General Partner

Last Name	First Name	Middle Name
Robinson	Ryan
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Executive Vice President of the General Partner

Last Name	First Name	Middle Name
Toby	Deb
Street Address 1	Street Address 2
1118 South Washington
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48910

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Executive Vice President of the General Partner

Last Name	First Name	Middle Name
Johns	Wendell
Street Address 1	Street Address 2
5117 Warren Place
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20016

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Chairman of the Board of Directors of General Partner and Director of General Partner

Last Name	First Name	Middle Name
Taylor	Michael	J.
Street Address 1	Street Address 2
1900 E. Ninth Street	Locator BY-YB13-34-4
City	State/Province/Country	ZIP/PostalCode
Cleveland	OHIO	44114-3484

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director of the General Partner

Last Name	First Name	Middle Name
Benson	Jeffrey
Street Address 1	Street Address 2
P.O. Box 22158
City	State/Province/Country	ZIP/PostalCode
Lansing	MICHIGAN	48909

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director of the General Partner

Last Name	First Name	Middle Name
Collins	Derrick
Street Address 1	Street Address 2
9501 S. King Drive	BHS 602
City	State/Province/Country	ZIP/PostalCode
Chicago	ILLINOIS	60628-1598

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director of the General Partner

Last Name	First Name	Middle Name
Roberson Connally	Quinetta
Street Address 1	Street Address 2
632 Bogue Street	Room N475
City	State/Province/Country	ZIP/PostalCode
East Lansing	MICHIGAN	48824

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director of the General Partner

Last Name	First Name	Middle Name
Hobbs	Christine
Street Address 1	Street Address 2
3605 Norton Place NW
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20016

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director of the General Partner

Last Name	First Name	Middle Name
Macleod	Brett
Street Address 1	Street Address 2
901 15th Street NW
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20005

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director of the General Partner

Last Name	First Name	Middle Name
Tucker	Donald	F.
Street Address 1	Street Address 2
277 Southview Ledge Road
City	State/Province/Country	ZIP/PostalCode
Landrum	SOUTH CAROLINA	29356

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director of the General Partner

Last Name	First Name	Middle Name
Weaver	Paul	J.
Street Address 1	Street Address 2
8120 Meadowbrook Drive
City	State/Province/Country	ZIP/PostalCode
Indianapolis	INDIANA	46240

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director of the General Partner

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

	Hedge Fund
X	Private Equity Fund
	Venture Capital Fund
	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes

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

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
	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))

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)

Rule 504 (b)(1)(i)

Rule 504 (b)(1)(ii)

Rule 504 (b)(1)(iii)

Rule 505

Rule 506(b)

Rule 506(c)

Securities Act Section 4(a)(5)

7. Type of Filing

X	New Notice			Date of First Sale	2022-09-22				First Sale Yet to Occur
	Amendment

8. Duration of Offering

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

Yes

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

Equity	X	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

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor

$1,000,000

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Dennis Donovan

4373215

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

BofA Securities, Inc.

283942

Street Address 1

Street Address 2

555 California Street

MS CA5-705-04-03

City

State/Province/Country

ZIP/Postal Code

San Francisco

CALIFORNIA

94104-1503

State(s) of Solicitation (select all that apply)
Check “All States” or check individual States

All States

Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount

$65,000,000

USD

Indefinite

Total Amount Sold

$65,000,000

USD

Total Remaining to be Sold

USD

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:

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

$139,750

USD

Estimate

Finders' Fees

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.

$5850000

USD

Estimate

Clarification of Response (if Necessary):

Estimate of max. amount of proceeds to be paid to General Partner of the Issuer and Sole Stockholder of General Partner for expenses associated with the offering and the organization of the Issuer and for evaluating, negotiating and closing investments.

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 Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 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
Cinnaire Mid-Atlantic Capital Fund 7 Limited Partnership	/s/ Brett S. Oumedian	Brett S. Oumedian	Chief Financial Officer of General Partner of Issuer	2022-09-29

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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