sec form d affinity ventures capital fund i a-1

8/6/2019 SEC Form D Affinity Ventures Capital Fund I a-1

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A. BASIC IDENTIFICATION DATA

2. Enter the informat ion requested for the fol lowing:

Each promoter of the issuer. if the issuer has been organized within the past five years;

Each beneficial owner having the powcr to vote or d ispose, or d irect the vote or d isposit ion of, 10%or more ofa class of equity securities of the issuer.

Each execut ive officer and di rec tor of corporate issuers and of corporate genera l and managing partners of partnersh ip issuers; and

Each general and managing partner of partnership issuers.

Check Box(es} that Apply: o Promoter o Beneficial Owner 0 Executive Officer 0 Director ~ General and/orManaging Partner

Full Name (Last name first . if individual)

AFFINITY VENTURES, LLC

Business or Residence Address (Number and Street . City. State. Zip Code)211 NORTH ROBINSON, SUITE 210, OKLAHOMA CITY, OK 73102

Check Boxtes) that Apply: o Promoter o Beneficial Owner 0 Executive Officer 0 Director o General and/orManaging Partner

Full Name (Last name first , if individual)

BEVENOLENT HOLDINGS CORPORATION

Business or Residence Address (Number and Street , City, State, Zip Code)

211 NORTH ROBINSON, SUITE 210, OKLAHOMA CITY, OK 73102

o Promoter o Beneficial Owner IZ JExecutive Officer 0 Director o General and/orManaging Partner

Check Box(es) that Apply:

Full Name (Last name first , if individual)ROBERT O. MCDONALD

Business or Residence Address (Number and Street , City, State. Zip Code)

211 NORTH ROBINSON, SUITE 210, OKLAHOMA CITY, OK 73102

Check Box(es) that Apply: o Promoter o Beneficial Owner 0 Executive Officer 0 Director o General and/orManaging Partner


ROBERT G. RADER

Business or Residence Address (Number and Street . Ci ty, State, Zip Code)211 NORTH ROBINSON, SUITE 210, OKLAHOMA CITY, OK 73102

Check Boxtes) that Apply: o Promoter o Beneficial Owner 0 Executive Officer 0 Director o General and/orManaging Partner


Business or Residence Address (Number and Street . City. State. Zip Code)

Check Boxres) that Apply: o Promoter o Beneficial Owner 0 Executive Officer 0 Director o General andforManaging Partner


Business or Residence Address (Number and Street . City. State. Zip Code)

Check Box(es} that Apply: o Promoter o Beneficial Owner 0 Executive Officer 0 Director D General and/orManaging Partner


Business or Residence Address (Number and Street . Ci ty. State. Zip Code)

(Usc blank sheet. or copy and usc additional copies of this sheet. as necessary)

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B. INFORMATION ABOUT OFFERING

Yes NoI. Has the issuer sold, or does the issuer intend to sell, to non-accredited investors in this offering? L' ~

Answer also in Appendix, Column 2, if filing under ULOE.

2. What is the minimum investment that will be accepted from any individual? $ 10,000.00

Yes No3. Does the offering permit joint ownership of a single unit? iii 04. Enter the information requested for each person who has been or will be paid or given, directly or indirectly, any

commission or similar remuneration for solicitation of purchasers in connection with sales of securities in the offering.Ifa person to be listed is an associated person or agent of a broker or dealer registered with the SEC and/or with a stateor states, list the name of the broker or dealer. Ifmore than five (5) persons to be listed are associated persons of sucha broker or dealer, you may set forth the information for that broker or dealer only.

Full Name (Last name first, if individual)CAPITAL WEST SECURITIES, INC.

Business or Residence Address (Number and Street, City. State, Zip Code)

211 NORTH ROBINSON. SUITE 200, OKLAHOMA CITY, OK 73102

Name of Associated Broker or Dealer

States in Which Person Listed Has Solicited or Intends to Solicit Purchasers

(Check "All States" or check individual States) 0 All States

!ALI IAKI !Azi IARI ICAI Icol ICTI IDEI loci !BJ IGAI [BI] [fQ]WJ om DAJ IKSI IKYI ILAI IMEI IMol /MAI []ill] IMNI IMsl lMol[MIl /NEI INVI INHI I NJ I INMI INYI INCI INOI IOHI [QK] IORI IPAI

om Isci [SOl [ T N [ [TXI IUTI [vTI IVAI [WAI [WVI IWII [Wvj [PRI

Full Name (Last name first, if individual)

Business or Residence Address (Number and Street. City, State. Zip Code)



(Check "All States" or check individual States) 0 All States

[ALI IAKI IAZI IARI ICAI lcol ICTI IDEI loci !BJ IGAI [BI] DillWJ om 1m IKSI [KVI ILAI IMEI IMOI IMAI [MIJ IMNI IMSI [MOlIMTI INEI INVI INHI [}ill INMI INVI INCI INOI IOHI lOKI JORI IPAI[IDJ [gJ Isol ITNI ITXI IUTI IVTI IVAI IWAI Iwvl IWII Iwvl IPRI

Full Name (Last name first. if individual)

Business or Residence Address (Number and Street, City, State, Zip Code)



(Check "AIl States" or check individual States) .... ,............................................................................................................ o All StatesIALI IAKI IAZI IARI ICAI Icol ICTI 10EI IDCI !BJ IGAI Dill [JQJ0:0 [ffi] em IKSI IKVI ILAI IMEI IMOI IMAI [MIl IMNI IMSI IMOIIMTI INEI INVI INHI [}ill INMI INYI INCI INOI IOHI lOKI IORI IPAI[]I] Iscl WD ITNI ITXI IUTI IVTI IVAI IWAI [wvl IWII Iwvl IPRJ

(Use blank sheet , or copy and use addi tional copies of this sheet, as necessary.)

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C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

Debt $ _Equity $ _

o Common 0 PreferredConvertible Securities (including warrants) $ $ _

I. Enter the aggregate offering price of securities included in this offering and the total amount alreadysold. Enter "0" if the answer is "none" or "zero." If the transaction is an exchange offering, checkthis box 0 and indicate in the columns below the amounts of the securities offered for exchange andalready exchanged.

Type of SecurityAggregate

Offering PriceAmount Already

Sold

$_----

$_--- --

Partnership Interests $ $ _

Other (Speci fy limi ted liabili ty co units ) $ 3,230,000.00 $ 3,230,000.00

Total $ 3,230,000.00 $ 3,230,000.00

Answer also in Appendix. Column 3, if filing under ULOE.

2. Enter the number of accredited and non-accredited investors who have purchased securities in thisoffering and the aggregate dollar amounts of their purchases. For offerings under Rule 504, indicatethe number of persons who have purchased securities and the aggregate dollar amount of their

purchases on the total lines. Enter "0" if answer is "none" or "zero."

NumberInvestors

Accredited Investors _6_6 _

Non-accredited Investors ""0 _

Total (for filings under Rule 504 only) _0 _

Answer also in Appendix, Column 4, if filing under ULOE.

3. If this filing is for an offering under Rule 504 or 505, enter the information requested for all securitiessold by the issuer. to date, in offerings of the types indicated, in the twelve (12) months prior to thefirst sale of securities in this offering. Classify securities by type listed in Part C - Question 1.

Type ofSecurityype of Offering

Rule 505 .. , , _

Regulation A , _

Rule 504 " ' _

Total _

4 a. Furnish a statement of all expenses in connection with the issuance and distribution of thesecurities in this offering. Exclude amounts relating solely to organization expenses of the insurer.The information may be given as subject to future contingencies. If the amount of an expenditure isnot known, furnish an estimate and check the box to the left of the estimate.

Transfer Agent's Fees .

Printing and Engraving Costs ..

Legal Fees .

Accounting Fees .

Engineering Fees ..

Sales Commissions (specify finders' fees separately) ..

Other Expenses (identify) ~ .

Total .

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AggregateDollar Amountof Purchases

s 3,230,000.00$ 0.00

s 0.00

Dollar AmountSold

$-- -- ~

$_----

$_----

s 0.00

0 $

0s 728.82

0 $ 34,253.50

0 $

0 $

0 $ 161,500.00

0 s

0 s 196,482.32


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C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

b. Enter the difference between the aggregate otTering price given in response to Part C - Question Iand total expenses furnished in response to Part C - Question 4.a. This difference is the "adjusted grossproceeds to the issuer." .

5. Indicate below the amount of the adjusted gross proceed to the issuer used or proposed to be used foreach of the purposes shown. If the amount for any purpose is not known, furnish an estimate andcheck the box to the left of the estimate. The total ofthe payments listed must equal the adjusted grossproceeds to the issuer set forth in response to Part C - Question 4.b above.

s 3,033,517.68

Payments toOfficers,

Directors, &Affiliates

Payments tOthers

Salaries and fees 0 $ 441,870.00 0 $_0_._00Purchase of real estate 0 $ 0 $ .Purchase, rental or leasing and installation of machineryand equipment 0 $ . _ 0$-- __

0$----onstruction or leasing of plant buildings and facilities 0 $ , _Acquisition of other businesses (including the value of securities involved in thisoffering that may be used in exchange for the assets or securities of another

issuer pursuant to a merger) 0$ . _

Repayment of indebtedness 0 $ . _Working capital ........ .. .... .. 0 $ , _Other (specify): VENTURE CAPITAL INVESTMENTS 0 $ . _

0$0$0$0$ 2,591,647.

0$

0$ 2,591,647___________________________ .... ..$ _

Column Totals 0 s 441,870.00

Total Payments Listed (column totals added) . 0$ 3,033,517.68

D. FEDERAL SIGNATURE

The issuer has duly caused this notice to be signed by the undersigned duly authorized person. If this notice is filed under Rule 505, the followingsignature constitutes an undertaking by the issuer to furnish to the U.S. Securities and Exchange Commission, upon written request of its staff,the information furnished by the issuer to any non-accredited investor pursuant to paragraph (b)(2) of Rule 502.

Issuer (Print or Type)

AFFINITY VENTURES CAPITAL FUND I, LLC

Date

/ /-Cj- tJbName of Signer (Print or Type)

Robert O. McDonald

Title of Signer (Print or Type)

President, Affinity Ventures Capital Fund ,LLC

,--------------- ATTENTIONIntentional misstatements or omissions of fact constitute federal criminal violations. (See 18 U.S.C. 1001.)

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E. STATE S[GNATURE

I. Is any party described in 17 eFR 230.262 presently subject to any of the disqualification Yes Noprovisions of such rule? [D ~

See Appendix, Column 5, for state response.

2. The undersigned issuer hereby undertakes to furnish to any state administrator of any state in which this notice is filed a notice on FormD (17 CFR 239.500) at such times as required by state law.

3. The undersigned issuer hereby undertakes to furnish to the state administrators, upon written request, information furnished by theissuer to offerees.

4. The undersigned issuer represents that the issuer is familiar with the conditions that must be satisfied to be entitled to the Uniformlimited Offering Exemption (ULOE) of the state in which this notice is filed and understands that the issuer claiming the availabilityof this exemption has the burden of establishing that these conditions have been satisfied.

The issuer has read this notification and knows the contents to be true and has duly caused this notice to be signed on its behalfby the undersignedduly authorized person.

Issuer (Print or Type)

AFFINITY VENTURES CAPITAL FUND I, LLC

Date

Name (Print or Type)

Robert O. McDonald

1- 1-ob

President , Aff inity Ventures Capital Fund t,

Instruction:

Print the name and title of the signing representative under his signature for the state portion of this form. One copy of every notice on FormD must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printedsignatures.

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APPENDIX

1 2 3

Type of securityIntend to sell and aggregate

to non-accredited offering priceinvestors in State offered in state(Part B-Item 1) (Part C-Item 1)

4 5Disqualification

under State ULOE(if yes, attachexplanation ofwaiver granted)(Part E-Item 1)

Type of investor andamount purchased in State

(Part C-Item 2)

Number ofAccreditedInvestors

Number ofNon-Accredited

State Noes Amount Investors Amount Yes No

AL r I- - - ~

AK !

AZ

AR I .iI .1CA

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ME I - _ __ _ __

MD I :MA -II-MI I_ I iIMN I L- -- - -MS

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APPENDIX

1 2 3 4 5Disqualification

Type of security under State ULOEIntend to sell and aggregate (if yes, attach

to non-accredited offering price Type of investor and explanation ofinvestors in State offered in state amount purchased in State waiver granted)(Part B-Item I) (Part C-Item 1) (Part C-Item 2) (Part E-Itern 1)

Number of Number ofAccredited Non-Accredited

State Yes No Investors Amount Investors Amount Yes No

MO J I ! I. I ~~--~.- -..JMT 1 ._ I I I_~' I~_- .NE I J I 1 _ _ -11 J-. "NV _J I I I I.- ----NH

IL - II. I. J INJ t i I I , D,NM I j 1

[ [ i I_j _NY I I I J !NC 1

I I I INO [. ill. I 1 I_ . - -OH I ill. _ ! I i I

L _ _ _ ~ I L_j I~ _K IL~_---'II I I IOR I__jIL .....-_< i

PA1 - I_.J L_-- -. - -

R r I I ~;I_ ---'SC I I I !L_. - . . . , _ -----.. --- __SO : I Ii I_ _..- . , ..I I : I :I~._N ,J

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. _ iI. r.UT __J-~ .VT II 1 __ _ -~VA II I i L __WA :1 I , I. _~---w v I : ! '-- -_.- :1 . . -w r L . . ~ L .

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APPENDIX

I 2 3 4 5Disqualification

Type of security under State ULOIntend to sel l and aggregate (i f yes, attach

to non-accredited offering price Type of investor and explanation oinvestors in State offered in state amount purchased in State waiver granted(Part B-Item I) (Part C-Item I) (Part C-Item 2) (Part E-Item I

Number of Number ofAccredited Non-Accredited

State Yes No Investors Amount Investors Amount Yes No

I_,

II 'Iy I-..~L _ 'II IR : I-

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sec form d affinity ventures capital fund i a-1

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