SEC filing record
Primary Source · SEC.gov

HGI Opportunity Fund XII, LLC

Fund Vehicle2018 vintageRule 506(b), Section 3(c), Section 3(c)(1)Filing record

Built from the SEC filing index the day the filing landed. The figures below are the issuer's own from Form D; AltStreet's analysis, sponsor link and data flags follow when the entity is enriched.

Raised

$26M

Investors

93

Min Invest

$100,000

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

HGI Opportunity Fund XII, LLC is a Virginia limited liability company organized in 2017 that first filed a Form D on January 31, 2018 and most recently amended it on March 28, 2018, describing itself as a private equity fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(1) and covers pooled investment fund interests. HGI Opportunity Fund XII, LLC reported $25,635,000 sold from 93 investors of a $25,635,000 total offering as of the Form D filed March 28, 2018. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(1), it may have no more than 100 beneficial owners. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $100,000. The Form D names Baruch Labinsky, associated with None; Benzi Kahana, associated with None as recipients of sales compensation. Sales commissions are reported as $0 and finders' fees as $5,500. Form D allows these to be estimates. The issuer's address of record is 999 Waterside Drive, Suite 2300, Norfolk, VA 23510.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001729255
Entity NameHGI Opportunity Fund XII, LLC
ExemptionRule 506(b), Section 3(c), Section 3(c)(1)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners.
Entity TypeLimited Liability Company
Jurisdiction of OrganizationVirginia
Year Organized2017
Issuer Address999 Waterside Drive, Suite 2300, Norfolk, VA 23510
Phone(757) 640-0800
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypePooled investment fund interests
First Sale DateJanuary 19, 2018
Filing DateMarch 28, 2018
Accession Number0001729255-18-000001
Total Offering Amount$25,635,000
Total Amount Sold$25,635,000
Amount Remaining$0
Total Investors93
Non-Accredited InvestorsNone
Minimum Investment$100,000
Offering DurationOne year or less
Sales Commissions$0 (to Baruch Labinsky and 1 other)
Finders' Fees$5,500
Revenue Range$25,000,001 - $100,000,000
State (Issuer Address)VA
Amendment Count3 filings on record

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

Filing events

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none on file

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Statements extracted

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none on file

NAV prints

0

none on file

Offering chains

2

closed, lapsed

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Fund family Part of the HGI Opportunity Fund family: 11 vehicles across 11 generations · full family and the filing behind each link in the terminal

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Managing Co., LLC HGI Opportunity Fund XII

Director · Norfolk, VA

Manager of Issuer

Harbor Group International, LLC

Director · Norfolk, VA

Sole member and Manager of HGI Opportunity Fund XII Managing Co., LLC

Jordan Eric Slone

Director · Norfolk, VA

Manager, Chairman and CEO of Harbor Group International, LLC

Thomas Richard Litton

Executive Officer, Director · Norfolk, VA

President of Harbor Group International, LLC

David Joel Zwiebel

Executive Officer · New York, NY

Manager and Vice Chairman of Harbor Group International, LLC

Saul Joel Lubetski

Director · New York, NY

Manager of Harbor Group International, LLC

Pinchas Joel Mendlovic

Director · New York, NY

Manager of Harbor Group International, LLC

Herbert Kay Bangel

Director · Norfolk, VA

Manager of Harbor Group International, LLC

Carla R. Stoner

Director · NORFOLK, VA

Chief Financial Officer of Harbor Group International, LLC

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

Baruch Labinsky

Associated broker-dealer: None · Ramat Beit Shemesh, L3 and outside the United States

Benzi Kahana

Associated broker-dealer: None · Raanana, L3 and outside the United States

Questions About HGI Opportunity Fund XII, LLC

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is HGI Opportunity Fund XII, LLC?

HGI Opportunity Fund XII, LLC is a Virginia limited liability company organized in 2017 that filed a Form D with the SEC on March 28, 2018 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1) for an offering of pooled investment fund interests.

Is HGI Opportunity Fund XII, LLC legit?

AltStreet does not rate legitimacy; it reports the public record. HGI Opportunity Fund XII, LLC filed a Form D with the SEC on March 28, 2018 claiming Rule 506(b), Section 3(c), Section 3(c)(1). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $25,635,000 sold to 93 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is HGI Opportunity Fund XII, LLC registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that HGI Opportunity Fund XII, LLC claimed Rule 506(b), Section 3(c), Section 3(c)(1) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has HGI Opportunity Fund XII, LLC raised?

HGI Opportunity Fund XII, LLC reported $25,635,000 sold from 93 investors of a $25,635,000 total offering as of the Form D filed March 28, 2018.

Who can invest in HGI Opportunity Fund XII, LLC?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(1), it may have no more than 100 beneficial owners. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $100,000.

What is the minimum investment in HGI Opportunity Fund XII, LLC?

The Form D lists $100,000 as the minimum investment accepted from any outside investor as of March 28, 2018. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling HGI Opportunity Fund XII, LLC and how are they paid?

The Form D names Baruch Labinsky, associated with None; Benzi Kahana, associated with None as recipients of sales compensation. Sales commissions are reported as $0 and finders' fees as $5,500. Form D allows these to be estimates.

Who is behind HGI Opportunity Fund XII, LLC?

The Form D lists 9 related persons: Managing Co., LLC HGI Opportunity Fund XII, director (Manager of Issuer); Harbor Group International, LLC, director (Sole member and Manager of HGI Opportunity Fund XII Managing Co., LLC); Jordan Eric Slone, director (Manager, Chairman and CEO of Harbor Group International, LLC); Thomas Richard Litton, executive officer, director (President of Harbor Group International, LLC); David Joel Zwiebel, executive officer (Manager and Vice Chairman of Harbor Group International, LLC); Saul Joel Lubetski, director (Manager of Harbor Group International, LLC); Pinchas Joel Mendlovic, director (Manager of Harbor Group International, LLC); Herbert Kay Bangel, director (Manager of Harbor Group International, LLC), and 1 more. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is HGI Opportunity Fund XII, LLC located?

The issuer's address on its SEC filings is 999 Waterside Drive, Suite 2300, Norfolk, VA 23510. Its phone number of record is 7576400800. It is organized under the laws of Virginia.

How long is the HGI Opportunity Fund XII, LLC offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 2 amendments are on record for this CIK.

How large is HGI Opportunity Fund XII, LLC?

The Form D reports a revenue range of $25,000,001 - $100,000,000.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.