Form D DAKOTA UPREIT LP

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	X None	Entity Type
0001157887			Corporation X Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify)
Name of Issuer
DAKOTA UPREIT LP
Jurisdiction of Incorporation/Organization
NORTH DAKOTA
Year of Incorporation/Organization
X Over Five Years Ago Within Last Five Years (Specify Year)   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
DAKOTA UPREIT LP
Street Address 1		Street Address 2
3003 3nd Avenue South		Suite 250
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Fargo	NORTH DAKOTA	58103	7012396689

3. Related Persons

Last Name	First Name	Middle Name
Pedersen	Matthew
Street Address 1	Street Address 2
558 4th Avenue SW
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

President and member of Board of Governors of Issuer's General Partner

---

Last Name	First Name	Middle Name
Haley	James
Street Address 1	Street Address 2
3003 32nd Avenue	Suite 250
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Treasurer of Issuer's General Partner

---

Last Name	First Name	Middle Name
Otterstatter	Jon
Street Address 1	Street Address 2
558 4th Avenue SW
City	State/Province/Country	ZIP/PostalCode
Valley City	NORTH DAKOTA	58123

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member and Chair of the Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Jung	Danel
Street Address 1	Street Address 2
3003 3nd Avenue South	Suite 250
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Executive Vice President of Issuer's General Partner

---

Last Name	First Name	Middle Name
Banks	Jerry
Street Address 1	Street Address 2
3003 3nd Avenue South	Suite 250
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Barker	John
Street Address 1	Street Address 2
Eglethun Capital Management	231 South Phillips Avenue, Suite 201
City	State/Province/Country	ZIP/PostalCode
Sioux Falls	SOUTH DAKOTA	57104

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Christianson	Kevin
Street Address 1	Street Address 2
Paces Lodging	4265 45th Street South
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58104

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Fay	Bradley
Street Address 1	Street Address 2
3003 3nd Avenue South	Suite 250
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Henderson	Andrew
Street Address 1	Street Address 2
3003 3nd Avenue South	Suite 250
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Knutson	Jim
Street Address 1	Street Address 2
1268 West Main Street
City	State/Province/Country	ZIP/PostalCode
Valley City	NORTH DAKOTA	58972

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Lloyd	Craig
Street Address 1	Street Address 2
101 South Reid Street
City	State/Province/Country	ZIP/PostalCode
Sioux Falls	SOUTH DAKOTA	57105

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Pfannkuch	Angie
Street Address 1	Street Address 2
3003 3nd Avenue South	Suite 250
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Sheppard	Roy
Street Address 1	Street Address 2
PO Box 1007
City	State/Province/Country	ZIP/PostalCode
Jamestown	NORTH DAKOTA	58402

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Slusky	Jerry
Street Address 1	Street Address 2
8712 Dodge Road
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68114

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Smith	Lisa
Street Address 1	Street Address 2
3003 3nd Avenue South	Suite 250
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

Last Name	First Name	Middle Name
Wheeler	Lisa
Street Address 1	Street Address 2
3003 3nd Avenue South
City	State/Province/Country	ZIP/PostalCode
Fargo	NORTH DAKOTA	58103

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Member of Board of Trustees of Issuer's General Partner

---

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 X 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		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
X	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	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
X	Rule 506(b)
	Rule 506(c)
	Securities Act Section 4(a)(5)

7. Type of Filing

X	New Notice			Date of First Sale	2024-12-31				First Sale Yet to Occur
	Amendment

8. Duration of Offering

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

X Yes    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?

X Yes    No

Clarification of Response (if Necessary):

Limited Partnership Units are issued for contribution of interests in real estate and additional units may be issued to those that elect to participate in distribution reinvestment plan.

11. Minimum Investment

Minimum investment accepted from any outside investor

$10,000

USD

12. Sales Compensation

13. Offering and Sales Amounts

Total Offering Amount	$	USD	or X Indefinite
Total Amount Sold	$575,596	USD
Total Remaining to be Sold	$	USD	or X Indefinite

Clarification of Response (if Necessary):

As of 12/31/2024, single investor contributed interest in real estate for Limited Partnership Units and has requested to receive additional units in lieu of payment of distributions.

14. Investors

X	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.	0
	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:	1

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	$0	USD	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.

$0

USD

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 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
DAKOTA UPREIT LP	/s/ Matthew Pedersen	Matthew Pedersen	President of general partner	2025-01-03

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.

---

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• From Living Rooms to Garages: GARVEE Expands Affordable Cooling Solutions for Summer 2026
• MAK Canadian Immigration Services Announces Expanded Focus On Client Education And Transparent RCIC-Led Guidance
• THE WEEKND KICKS OFF EUROPEAN LEG OF RECORD-BREAKING AFTER HOURS TIL DAWN TOUR WITH TWO SOLD-OUT SHOWS AT COPENHAGEN'S PARKEN STADIUM