SEC filing record
Primary Source · SEC.gov

ARE-Winter Street REIT, LLC

Fund Vehicle2021 vintage506(b), 3(c)

Raised

$125K

Investors

125

Min Invest

$1,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

ARE-Winter Street REIT, LLC is a Delaware LLC filing under Rule 506(b) and exemption 3(c), raising $125K from 125 investors with a $1K minimum investment. Filed February 5, 2021, this real estate pooled investment fund vehicle lists Joel Marcus and Dean Shigenaga among 15 executive officers and directors.

This real estate pooled investment fund uses the 506(b) private placement exemption with a notably low $1K minimum investment threshold. The filing shows an unusually high investor count (125) relative to the small total raise ($125K), suggesting an average commitment of $1K per investor—substantially below typical real estate fund participation levels.

Data Flags

general125 investors contributing $125K total represents an average check size of $1K, matching the stated minimum; this uniform micro-investment pattern is highly atypical for a pooled real estate fund
related_persons15 executive officers and directors listed for a $125K offering represents unusually high organizational overhead relative to capital raised

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001844538
Entity NameARE-Winter Street REIT, LLC
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
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)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Liability Company
Jurisdiction of OrganizationDelaware
Issuer AddressAlexandria Real Estate Equities, Inc., 26 North Euclid Avenue, Pasadena, CA 91101
Phone(626) 578-0777
Industry / Fund TypeREITS and Finance
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled Investment Fund
First Sale Date—
Filing DateFebruary 5, 2021
Accession Number0001844538-21-000002
Total Offering Amount$125,000
Total Amount Sold$125,000
Amount Remaining$0
Total Investors125
Non-Accredited InvestorsNone
Minimum Investment$1,000
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)CA
Amendment CountOriginal filing only

Filings on Record

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Statements extracted

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NAV prints

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Offering chains

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Related Persons (Form D)

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

Joel Marcus

Executive Officer, Director · Pasadena, CA

Dean Shigenaga

Executive Officer, Director · Pasadena, CA

Jackie Clem

Executive Officer · Pasadena, CA

Stephen Richardson

Executive Officer · Pasadena, CA

Peter Moglia

Executive Officer · Pasadena, CA

Daniel Ryan

Executive Officer · Pasadena, CA

Lawrence Diamond

Executive Officer · Pasadena, CA

Joesph Hakman

Executive Officer · Pasadena, CA

Vincent Ciruzzi

Executive Officer · Pasadena, CA

John Cunningham

Executive Officer · Pasadena, CA

Hunter Kass

Executive Officer · Pasadena, CA

Marc Binda

Executive Officer · Pasadena, CA

Andres Gavinet

Executive Officer · Pasadena, CA

Terezia Nemeth

Executive Officer · Pasadena, CA

Gary Dean

Executive Officer · Pasadena, CA

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.

Charles HarrisonCRD 3071551 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in FL, GA, TX

Lori MayfieldCRD 4899271 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in FL, GA, TX

Patrick WhelchelCRD 5389090 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in GA

Scott HarrisonCRD 4981070 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in FL, GA, TX

Charles MathesCRD 5980160 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in GA, TX

Questions About ARE-Winter Street REIT, LLC

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

What is ARE-Winter Street REIT, LLC?

ARE-Winter Street REIT, LLC is a Delaware limited liability company that filed a Form D with the SEC on February 5, 2021 in the REITS and Finance industry group. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of equity and pooled investment fund interests. AltStreet links the issuer to ARE-Winter Street REIT, LLC.

Is ARE-Winter Street REIT, LLC legit?

AltStreet does not rate legitimacy; it reports the public record. ARE-Winter Street REIT, LLC filed a Form D with the SEC on February 5, 2021 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $125,000 sold to 125 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to ARE-Winter Street REIT, LLC, which AltStreet has reviewed. 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 ARE-Winter Street REIT, 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 ARE-Winter Street REIT, LLC claimed Rule 506(b), Section 3(c), Section 3(c)(7) 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 ARE-Winter Street REIT, LLC raised?

ARE-Winter Street REIT, LLC reported $125,000 sold from 125 investors of a $125,000 total offering as of the Form D filed February 5, 2021.

Who can invest in ARE-Winter Street REIT, 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)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $1,000.

What is the minimum investment in ARE-Winter Street REIT, LLC?

The Form D lists $1,000 as the minimum investment accepted from any outside investor as of February 5, 2021. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling ARE-Winter Street REIT, LLC and how are they paid?

The Form D names Charles Harrison (CRD 3071551), associated with H & L Equities, LLC; Lori Mayfield (CRD 4899271), associated with H & L Equities, LLC; Patrick Whelchel (CRD 5389090), associated with H & L Equities, LLC; Scott Harrison (CRD 4981070), associated with H & L Equities, LLC and 1 other as recipients of sales compensation soliciting in FL, GA, TX.

Who is behind ARE-Winter Street REIT, LLC?

The Form D lists 15 related persons: Joel Marcus, executive officer, director; Dean Shigenaga, executive officer, director; Jackie Clem, executive officer (General Counsel); Stephen A. Richardson, executive officer; Peter M. Moglia, executive officer; Daniel J. Ryan, executive officer; Lawrence J. Diamond, executive officer; Joesph J. Hakman, executive officer, and 7 more. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is ARE-Winter Street REIT, LLC located?

The issuer's address on its SEC filings is Alexandria Real Estate Equities, Inc., 26 North Euclid Avenue, Pasadena, CA 91101. Its phone number of record is 626-578-0777. It is organized under the laws of Delaware.

How long is the ARE-Winter Street REIT, 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, and no amendment is on record yet.

What is ARE-Winter Street REIT, LLC's revenue?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

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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.