SEC Comment Letter 0000000000-23-008417 to Fundrise Growth eREIT III, LLC (CIK 0001758744)
Fundrise Growth eREIT III, LLC (CIK 0001758744)
Date: Aug. 4, 2023 · CIK: 0001758744 · Accession: 0000000000-23-008417
AI Filing Summary & Sentiment
File numbers found in text: 024-12267
Letter
United States securities and exchange commission logo August 4, 2023 Benjamin S. Miller Chief Executive Officer Fundrise Growth eREIT III, LLC 11 Dupont Circle NW 9th Floor Washington, D.C. 20036 Re:Fundrise Growth eREIT III, LLC Amendment No. 1 to Offering Statement on Form 1-A Filed July 18, 2023 File No. 024-12267 Dear Benjamin S. Miller: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 29, 2023 letter. Amendment No. 1 to Offering Statement on Form 1-A General 1.We note your response to prior comment 1. Additionally, we note your $30 million investment in a non-controlling member interest in SW4 JV LP. We also note that it appears SW4 JV LP is controlled by American Landmark Apartments. Accordingly, it appears that American Landmark Apartments is also your sponsor. Please provide the disclosure referenced in Industry Guide 5. Please provide the prior performance narrative and prior performance tables for American Landmark Apartments required by Item 8. Refer to Release No. 33-6900 (June 17, 1991), Item 7(c) of Part II of Form 1-A and CF Disclosure Guidance Topic No. 6.
FirstName LastNameBenjamin S. Miller Comapany NameFundrise Growth eREIT III, LLC August 4, 2023 Page 2 FirstName LastName Benjamin S. Miller Fundrise Growth eREIT III, LLC August 4, 2023 Page 2 2.We note that your $30 million investment in a non-controlling member interest in SW4 JV LP is 83.5% of total assets. Please provide a detailed legal analysis explaining why you believe you are not an “investment company” as defined in the Investment Company Act of 1940 (the “1940 Act”). Please tell us which exclusions from the 1940 Act you are relying on (if any) and provide us with a detailed legal analysis supporting your determination that an exclusion is available to you. Your analysis should include all facts upon which your determination is based. Please note that we may have further comments after reviewing your response. You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark Schonberger
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United States securities and exchange commission logo
August 4, 2023
Benjamin S. Miller
Chief Executive Officer
Fundrise Growth eREIT III, LLC
11 Dupont Circle NW
9th Floor
Washington, D.C. 20036
Re:Fundrise Growth eREIT III, LLC
Amendment No. 1 to Offering Statement on Form 1-A
Filed July 18, 2023
File No. 024-12267
Dear Benjamin S. Miller:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 29, 2023 letter.
Amendment No. 1 to Offering Statement on Form 1-A
General
1.We note your response to prior comment 1. Additionally, we note your $30
million investment in a non-controlling member interest in SW4 JV LP. We also note
that it appears SW4 JV LP is controlled by American Landmark Apartments.
Accordingly, it appears that American Landmark Apartments is also your sponsor. Please
provide the disclosure referenced in Industry Guide 5. Please provide the prior
performance narrative and prior performance tables for American Landmark Apartments
required by Item 8. Refer to Release No. 33-6900 (June 17, 1991), Item 7(c) of Part II of
Form 1-A and CF Disclosure Guidance Topic No. 6.
FirstName LastNameBenjamin S. Miller
Comapany NameFundrise Growth eREIT III, LLC
August 4, 2023 Page 2
FirstName LastName
Benjamin S. Miller
Fundrise Growth eREIT III, LLC
August 4, 2023
Page 2
2.We note that your $30 million investment in a non-controlling member interest in SW4 JV
LP is 83.5% of total assets. Please provide a detailed legal analysis explaining why you
believe you are not an “investment company” as defined in the Investment Company Act
of 1940 (the “1940 Act”). Please tell us which exclusions from the 1940 Act you are
relying on (if any) and provide us with a detailed legal analysis supporting your
determination that an exclusion is available to you. Your analysis should include all facts
upon which your determination is based. Please note that we may have further comments
after reviewing your response.
You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Mark Schonberger