SEC Comment Letter for GK Investment Property Holdings II LLC (CIK 0001788427) — Mar 5, 2021
GK Investment Property Holdings II LLC (CIK 0001788427)
Date: March 5, 2021 · CIK: 0001788427 · Accession: 0000000000-21-002701
AI Filing Summary & Sentiment
File numbers found in text: 024-11074
Letter
United States securities and exchange commission logo March 5, 2021 Garo Kholamian Principal Executive Officer GK Investment Property Holdings II LLC 257 East Main Street, Suite 200 Barrington, IL 60010 Re:Amended Form 1-A Post Qualification Amendment Filed February 23, 2021 File No. 024-11074 Dear Mr. Kholamian: We have reviewed your amendment and have the following comment. In our comment, 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 comment applies 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 the comment, we may have additional comments. Form 1-A POS filed February 23, 2021 Certain Relationships and Related Transactions, page 59 1.We note your revised disclosure on page 59 and response to comment 1. Please revise to disclose how the Chief Executive Officer's preferred interests would impact investor returns. For example, please include an illustration of assumed returns from RF Grocery with a clear, quantified explanation of the distribution of returns to the CEO compared to the issuer. Please also include an explanation of any minimum returns before ordinary members are paid and clearer disclosure of the extent to which the CEO has "the right to direct the manager of RF Grocery to distribute" cash to the CEO that would otherwise go to ordinary members. Please include risk factor disclosure. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification.
FirstName LastNameGaro Kholamian Comapany NameGK Investment Property Holdings II LLC March 5, 2021 Page 2 FirstName LastName Garo Kholamian GK Investment Property Holdings II LLC March 5, 2021 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Jim Lopez at 202-551-3536 or Brigitte Lippmann at 202-551-3536 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
March 5, 2021
Garo Kholamian
Principal Executive Officer
GK Investment Property Holdings II LLC
257 East Main Street, Suite 200
Barrington, IL 60010
Re:Amended Form 1-A Post Qualification Amendment
Filed February 23, 2021
File No. 024-11074
Dear Mr. Kholamian:
We have reviewed your amendment and have the following comment. In our comment,
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 comment applies 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 the comment, we may have additional comments.
Form 1-A POS filed February 23, 2021
Certain Relationships and Related Transactions, page 59
1.We note your revised disclosure on page 59 and response to comment 1. Please revise to
disclose how the Chief Executive Officer's preferred interests would impact investor
returns. For example, please include an illustration of assumed returns from RF Grocery
with a clear, quantified explanation of the distribution of returns to the CEO compared to
the issuer. Please also include an explanation of any minimum returns before ordinary
members are paid and clearer disclosure of the extent to which the CEO has "the right to
direct the manager of RF Grocery to distribute" cash to the CEO that would otherwise go
to ordinary members. Please include risk factor disclosure.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
FirstName LastNameGaro Kholamian
Comapany NameGK Investment Property Holdings II LLC
March 5, 2021 Page 2
FirstName LastName
Garo Kholamian
GK Investment Property Holdings II LLC
March 5, 2021
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Jim Lopez at 202-551-3536 or Brigitte Lippmann at 202-551-3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction