SEC filing record
Primary Source · SEC.gov

GS AA Naperville HoldCo, LLC

Single-Deal SPV2023 vintage506(b), 3(c)

Raised

$125K

Investors

125

Min Invest

$1,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

GS AA Naperville HoldCo, LLC is a Delaware-based real estate pooled investment fund that raised $125K from 125 investors under Rule 506(b) and Section 3(c) exemptions, as disclosed in its December 21, 2023 Form D filing. The offering has a $1K minimum investment and lists multiple executive officers and directors including J. Ramsey, Wesley Fuller, and Robert Faith. No related entities were identified in EDGAR filings.

This real estate pooled investment fund uses the standard 506(b) private placement exemption with a 3(c) structure typical of smaller exempt funds. The $1K minimum investment is unusually low for institutional real estate offerings and suggests a retail or semi-retail investor base, consistent with the high investor count relative to capital raised.

Data Flags

general125 investors contributing $125K total yields an average check size of exactly $1K per investor, suggesting uniform minimum contributions across the entire investor base
total_amount_soldVery small total raise ($125K) relative to the number of executive officers and directors listed (10 related persons), indicating potential entity formation or seed capital stage

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002003913
Entity NameGS AA Naperville HoldCo, LLC
ExemptionRule 506(b), Section 3(c)(7), Section 3(c)
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)(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. 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.
Entity TypeLimited Liability Company
Jurisdiction of OrganizationDelaware
Issuer AddressC/O Greystar Real Estate Partners, 465 Meeting St., Suite 500, Charleston, SC 29403
Phone(843) 579-9400
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 DateDecember 21, 2023
Accession Number0002003913-23-000001
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)SC
Amendment CountOriginal filing only

Filings on Record

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NAV prints

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Offering chains

1

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Related Persons (Form D)

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

J. Ramsey

Executive Officer, Director · Charleston, SC

Wesley Fuller

Executive Officer, Director · Charleston, SC

Kevin Kaberna

Executive Officer, Director · Charleston, SC

Sam Walsh

Director · Charleston, SC

Hyung Kim

Director · Charleston, SC

Robert Faith

Executive Officer · Charleston, SC

William Maddux

Executive Officer · Charleston, SC

A. Carper

Executive Officer · Charleston, SC

Charlton DeSaussure

Executive Officer · Charleston, SC

Joseph Pistone

Executive Officer · Charleston, SC

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 FL, GA, TX

Scott HarrisonCRD 4981070 on BrokerCheck

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

Questions About GS AA Naperville HoldCo, LLC

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

What is GS AA Naperville HoldCo, LLC?

GS AA Naperville HoldCo, LLC is a Delaware limited liability company that filed a Form D with the SEC on December 21, 2023 in the REITS and Finance industry group. The filing claims Rule 506(b), Section 3(c)(7), Section 3(c) for an offering of equity and pooled investment fund interests. AltStreet links the issuer to GS AA Naperville HoldCo, LLC.

Is GS AA Naperville HoldCo, LLC legit?

AltStreet does not rate legitimacy; it reports the public record. GS AA Naperville HoldCo, LLC filed a Form D with the SEC on December 21, 2023 claiming Rule 506(b), Section 3(c)(7), Section 3(c). 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 GS AA Naperville HoldCo, 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 GS AA Naperville HoldCo, 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 GS AA Naperville HoldCo, LLC claimed Rule 506(b), Section 3(c)(7), Section 3(c) 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 GS AA Naperville HoldCo, LLC raised?

GS AA Naperville HoldCo, LLC reported $125,000 sold from 125 investors of a $125,000 total offering as of the Form D filed December 21, 2023.

Who can invest in GS AA Naperville HoldCo, 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 GS AA Naperville HoldCo, LLC?

The Form D lists $1,000 as the minimum investment accepted from any outside investor as of December 21, 2023. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling GS AA Naperville HoldCo, 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 as recipients of sales compensation soliciting in FL, GA, TX.

Who is behind GS AA Naperville HoldCo, LLC?

The Form D lists 10 related persons: J. Derek Ramsey, executive officer, director (Vice President); Wesley H. Fuller, executive officer, director; Kevin A. Kaberna, executive officer, director (Vice President); Sam A. Walsh, director; Hyung T. Kim, director; Robert A. Faith, executive officer (President); William C. Maddux, executive officer (Vice President); A. Joshua Carper, executive officer (Vice President), and 2 more. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is GS AA Naperville HoldCo, LLC located?

The issuer's address on its SEC filings is C/O Greystar Real Estate Partners, 465 Meeting St., Suite 500, Charleston, SC 29403. Its phone number of record is 843-579-9400. It is organized under the laws of Delaware.

How long is the GS AA Naperville HoldCo, 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 GS AA Naperville HoldCo, 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.