Form D/A CX Highland, DST

December 8, 2021 10:14 AM EST

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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
XNone
Entity Type
0001889361
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
XOther (Specify)

Name of Issuer
CX Highland, DST
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago
XWithin Last Five Years (Specify Year)2021
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CX Highland, DST
Street Address 1Street Address 2
4890 WEST KENNEDY BOULEVARDSUITE 200
CityState/Province/CountryZIP/PostalCodePhone Number of Issuer
TAMPAFLORIDA33609(813) 281-1023

3. Related Persons

Last NameFirst NameMiddle Name
CarterJohnE.
Street Address 1Street Address 2
4890 West Kennedy BoulevardSuite 200
CityState/Province/CountryZIP/PostalCode
TampaFLORIDA33609
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

President of the Manager of the Issuer
Last NameFirst NameMiddle Name
Carter Exchange Fund Management Company, LLCN/A
Street Address 1Street Address 2
4890 West Kennedy BoulevardSuite 200
CityState/Province/CountryZIP/PostalCode
TampaFLORIDA33609
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

Sponsor of the Issuer
Last NameFirst NameMiddle Name
CX Highland Manager, LLCN/A
Street Address 1Street Address 2
4890 West Kennedy BoulevardSuite 200
CityState/Province/CountryZIP/PostalCode
TampaFLORIDA33609
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
CX Highland Depositor, LLCN/A
Street Address 1Street Address 2
4890 West Kennedy BoulevardSuite 200
CityState/Province/CountryZIP/PostalCode
TampaFLORIDA33609
Relationship:XExecutive OfficerDirectorPromoter

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
 Hedge Fund
 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 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))
   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
XRule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
  

7. Type of Filing

   New NoticeDate of First Sale2021-10-28   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)

XEquityXPooled 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$25,000USD

12. Sales Compensation

Recipient
Recipient CRD Number   None
Robert Boggess5007422
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
Great Point Capital LLC114203
Street Address 1Street Address 2
200 West Jackson BoulevardSuite 1000
CityState/Province/CountryZIP/Postal Code
ChicagoILLINOIS60606
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Jordan Colman5860708
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
Purshe Kaplan Sterling Investments35747
Street Address 1Street Address 2
7676 Hazard Center DriveSuite 1550
CityState/Province/CountryZIP/Postal Code
San DiegoCALIFORNIA92108
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Kurt Volker5495090
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
Purshe Kaplan Sterling Investments35747
Street Address 1Street Address 2
7676 Hazard Center DriveSuite 1550
CityState/Province/CountryZIP/Postal Code
San DiegoCALIFORNIA92108
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Nathan Kuhn4624143
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
DAI Securities, LLC36673
Street Address 1Street Address 2
120 W. Eastman Street#300
CityState/Province/CountryZIP/Postal Code
Arlington HeightsILLINOIS60004
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Steve Haskell6864948
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
Growth Capital Services, Inc.124658
Street Address 1Street Address 2
888 Prospect StreetSuite 200
CityState/Province/CountryZIP/Postal Code
La JollaCALIFORNIA92037
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Roger Bowlin1905652
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
Aurora Securities46147
Street Address 1Street Address 2
2731 77th StreetSuite 100
CityState/Province/CountryZIP/Postal Code
Mercer IslandWASHINGTON98040
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Trawnegan Gall6266415
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
Wealthforge Securities, LLC152550
Street Address 1Street Address 2
130 N. Preston RoadSuite 238
CityState/Province/CountryZIP/Postal Code
ProsperTEXAS75078
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Scott Sheehan2328614
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
DFPG Investments, LLC155576
Street Address 1Street Address 2
240 Hudson Street 
CityState/Province/CountryZIP/Postal Code
Cornwall-On-HudsonNEW YORK12520
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Cory Thomas4234748
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
McDermott Investment Services, LLC154926
Street Address 1Street Address 2
101 Main StreetSuite 260
CityState/Province/CountryZIP/Postal Code
Huntington BeachCALIFORNIA92648
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Daniel Raupp4079107
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
Concorde Investment Services, LLC151604
Street Address 1Street Address 2
417 East Main Street3rd Floor
CityState/Province/CountryZIP/Postal Code
Port JeffersonNEW YORK11777
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Christina Nielson4866971
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
DAI Securities, LLC36673
Street Address 1Street Address 2
650 Town Center DriveSuite 1400
CityState/Province/CountryZIP/Postal Code
Costa MesaCALIFORNIA92626
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Don Meredith1867703
(Associated) Broker or Dealer   None
(Associated) Broker or Dealer CRD Number   None
Lightpath Capital, Inc.34617
Street Address 1Street Address 2
1560 E. Southlake BoulevardSuite 100
CityState/Province/CountryZIP/Postal Code
SouthlakeTEXAS76092
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$36,155,575USD
or   Indefinite
Total Amount Sold$13,173,727USD
Total Remaining to be Sold$22,981,848USD
or  Indefinite

Clarification of Response (if Necessary):

Regarding Item 11, the Issuer may accept smaller investments in the Issuer's sole discretion.

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

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$3,344,392USD
XEstimate
Finders' Fees$0USD
XEstimate

Clarification of Response (if Necessary):

Sales Commissions include estimates of the maximum amount of Selling Commissions, Dealer Fees and Expense Reimbursements that may be paid.

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.

$1889306USD
XEstimate

Clarification of Response (if Necessary):

Item 16 is an estimate of acquisition fees, reimbursements for certain acquisition and financing costs and offering and organizational expenses that may accrue to one or more Related Persons.

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.

IssuerSignatureName of SignerTitleDate
CX Highland, DST/s/ Robert Dallas Whitaker, JrRobert Dallas Whitaker, Jr.Vice President of the Manager of the Issuer2021-12-08

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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