Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
SPRUILL SALLAHDEEN SPRUILL
Jurisdiction of Incorporation/Organization
Year of Incorporation/Organization
Yet to be Formed

Previous Name(s)

Entity Type
GENERAL PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

C/O 740 SE GREENVILLE BLVD.,
STE 315
GREENVILLE, NC 27858
Phone Number: subscription required

Item 3. Related Persons

Name
JOHN F REMONDI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
JHON F. REMONDI IS THE CHEIF EXECUTIVE OFFICER FOR NAVIENT CORP.

Item 4. Industry Group

POOLED INVESTMENT FUND - VENTURE CAPITAL FUND

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
01/27/2012

Item 8. Duration of Offering

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

Item 9. Type(s) of Securities Offered

  • Debt
  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
  • Pooled Investment Fund Interests
  • Tenant-in-Common Securities

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response
BENEFICIAL OWNER/ISSUER

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
5000000

Item 12. Sales Compensation

Recipient
NAVIENT CORP.
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
J.P. MORGAN SECURITIES LLC
(Associated) Broker or Dealer CRD Number
79
Address
270 PARK AVENUE
FLOOR 41,42,43,45,48
NEW YORK, NY 10007
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
1000000000
Total Remaining to be Sold
INDEFINITE
Clarification of Response
SECURITIES TO BE ACQUIRED UPON THE EXERCISE OR EXCHANGE OF THE SECURITIES OR PROPERTY AND THE EXERCISE PRICE OR EXERCISE OR EXCHANGE VALUE IS NOT CURRENTLY KNOWN.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
7

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
600000000.0 Is an estimate
Finders' Fees
350000000.0
Clarification of Response
TOTAL VALUE OF CUSIP=$1,000,000,000. TWO ISSUES UNDER THE SAME CUSIP FOR THE SAME DATE. $750,000,000 AND $350,000,000. 60% COMMISSION AND 35% CONCESSION

Item 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.
2000000.0 Is an estimate
Clarification of Response
UPON ACQUISTION OF SECURITIES $3,000,0000 COMMON STOCK $2,000,000 CASH TRANSFER.

Signature and Submission

Issuer Name
SPRUILL SALLAHDEEN SPRUILL
Issuer Signature
SALLAHDEEN SPRUILL
Signer Name
SALLAHDEEN SPRUILL
Signer Title
OWNER
Signature Date
11/17/2017
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