Shepherd's Finance

Filed: 10 Dec 20, 1:20pm






Washington, D.C. 20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 7, 2020


Shepherd’s Finance, LLC

(Exact name of registrant as specified in its charter)


Commission File Number: 333-224557


Delaware 36-4608739
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)


13241 Bartram Park Blvd., Suite 2401, Jacksonville, Florida 32258

(Address of principal executive offices, including zip code)


(302) 752-2688

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
None None None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).


Emerging growth company ☒


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒






Item 3.02.Unregistered Sales of Equity Securities.


On December 7, 2020, Shepherd’s Finance, LLC (the “Registrant”) sold three of its Series C Cumulative Preferred Units (the “Preferred Units”) to an investor for the total price of $300,000 (such transaction, the “Preferred Units Sale Transaction”). The Preferred Units Sale Transaction was effected in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Section 4(a)(2) of the Securities Act. The Preferred Units Sale Transaction did not involve any public offering, was made without general solicitation or advertising, and the buyer represented to the Registrant that the buyer was an “accredited investor” as defined under the Securities Act, with access to all relevant information necessary to evaluate the investment in the Preferred Units.






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Shepherd’s Finance, LLC
Date: December 10, 2020By:/s/ Daniel M. Wallach
  Daniel M. Wallach
  Chief Executive Officer and Manager