UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number:3235-0076
Expires:June 30, 2012
Estimated average burden
hours per response:4.00
1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)☒NoneEntity Type
0001979731
☐Corporation
☐ Limited Partnership
☐ Limited Liability Company
☐ General Partnership
☐ Business Trust
☒Other
Delaware Statutory Trust
 
Name of Issuer
 AX DG San Antonio, DST
Jurisdiction of Incorporation/Organization
DELAWARE 
Year of Incorporation/Organization
☐Over Five Years Ago
☒Within Last Five Years (Specify Year)
2023
☐Yet to Be Formed
 
2. Principal Place of Business and Contact Information
Name of Issuer
 AX DG San Antonio, DST
Street Address 1Street Address 2
 9 WEST 57TH STREET
 42ND FLOOR
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 NEW YORK
 NEW YORK
 
 10019
 (212) 515-3200 
3. Related Persons
Last NameFirst NameMiddle Name
Apollo RE Exchange, LLC
N/A
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Sponsor of the Issuer
Last NameFirst NameMiddle Name
AX Manager, LLC
N/A
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
AX I Depositor, LLC
N/A
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Depositor of the Issuer
Last NameFirst NameMiddle Name
Na
Nari
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Kleinman
Scott
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Zelter
James
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Breitfelder
Matthew
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Carney
Brian
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Chatterjee
Whitney
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Glatter
Heather
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Israel
Benjamin
Street Address 1Street Address 2
 9 West 57th Floor 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Kelly
Martin
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Kuesel
William
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Lee
Mandee
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Levy
Yael
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Lomm
Jessica
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Mullarney
Catherine
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Newman
Katherine
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Pardue
Hannah
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Rothstein
Stuart
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Shaw-Lorello
Loretta
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Sundel
Stefanie
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Suydam
John
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Verschell
Shari
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
Last NameFirst NameMiddle Name
Worsoe
Johannes
Street Address 1Street Address 2
 9 West 57th Street 
 42nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10019
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Manager and Signatory Trustee of the Issuer
4. Industry Group
 ☐Agriculture
Banking & Financial Services
 ☐ Commercial Banking
 ☐ Insurance
 ☐Investing
 ☐ Investment Banking
 ☐ Pooled Investment Fund

 ☐Other Banking & Financial Services
☐ Business Services
Energy
 ☐ Coal Mining
 ☐ Electric Utilities
 ☐ Energy Conservation
 ☐ Environmental Services
 ☐ Oil & Gas
 ☐ Other Energy
Health Care
 ☐ Biotechnology
 ☐ Health Insurance
 ☐ Hospitals & Physicians
 ☐ Pharmaceuticals
 ☐ Other Health Care
☐ Manufacturing
Real Estate
 ☐Commercial
 ☐Construction
 ☐REITS & Finance
 ☐Residential
☒Other Real Estate
☐ Retailing
☐Restaurants
Technology
☐ Computers
☐ Telecommunications
☐ Other Technology
Travel
☐ Airlines & Airports
☐ Lodging & Conventions
☐ Tourism & Travel Services
☐ Other Travel
☐Other
5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
☐No Revenues☐ No Aggregate Net Asset Value
 $1 - $1,000,000☐$1 - $5,000,000
☐ $1,000,001 - $5,000,000☐ $5,000,001 - $25,000,000
☐$5,000,001 - $25,000,000☐ $25,000,001 - $50,000,000
☐$25,000,001 - $100,000,000☐ $50,000,001 - $100,000,000
☐ Over $100,000,000☐ Over $100,000,000
☒ Decline to Disclose☐ Decline to Disclose
☐ Not Applicable☐ Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
☐Rule 504(b)(1) (not (i), (ii) or (iii))☐Rule 505
☐Rule 504 (b)(1)(i) ☐Rule 506
☐Rule 504 (b)(1)(ii) ☐Securities Act Section 4(6)
☐Rule 504 (b)(1)(iii)☒Investment Company Act Section 3(c)
☐Section 3(c)(1)☐Section 3(c)(9)
☐Section 3(c)(2)☐Section 3(c)(10)
☐Section 3(c)(3)☐Section 3(c)(11)
☐Section 3(c)(4)☐Section 3(c)(12)
☒Section 3(c)(5)☐Section 3(c)(13)
☐Section 3(c)(6)☐Section 3(c)(14)
☐Section 3(c)(7)

7. Type of Filing
☐ New Notice Date of First Sale 
2023-06-22
☐ First Sale Yet to Occur
☒ Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? ☐ Yes ☒ No

9. Type(s) of Securities Offered (select all that apply)
☒Pooled Investment Fund Interests☒Equity
☐Tenant-in-Common Securities ☐Debt
☐Mineral Property Securities☐Option, Warrant or Other Right to Acquire Another Security
☐Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security☐Other (describe)
 

10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? ☐ Yes ☒ No
Clarification of Response (if Necessary)
 
11. Minimum Investment
Minimum investment accepted from any outside investor$
 25,000
USD

12. Sales Compensation
Recipient 
Recipient CRD Number☐None
 Scott Spencer
 2384319
(Associated) Broker or Dealer☐None
(Associated) Broker or Dealer CRD Number ☐None
 Realized Financial, Inc.
 22333
Street Address 1
Street Address 2
400 W. 15th Street
Suite 700
City State/Province/CountryZIP/Postal Code
 Austin TEXAS 78701
State(s) of Solicitation☐All States
☐Foreign/Non-US
 
CALIFORNIA

13. Offering and Sales Amounts
 
Total Offering Amount $
38,670,000
USD or ☐Indefinite
Total Amount Sold $
464,017
USD
Total Remaining to be Sold $
38,205,983
USD or☐Indefinite
Clarification of Response (if Necessary)
Regarding Item 11, the Issuer may accept smaller investments in the Issuer's sole discretion.
14. Investors

☐Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
4
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$
2,315,000
USD☒Estimate
Finders' Fees$
0
USD☒Estimate
Clarification of Response (if Necessary)
Sales Commission include estimates of the maximum amount of Selling Commissions and Dealer Fees that may be paid.
 
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. If the amount is unknown, provide an estimate and check the box next to the amount.
 $ 
1,065,000
USD☒Estimate
Clarification of Response (if Necessary)
Item 16 is an estimate of offering and organizational expenses that may accrue to one or more Related Persons.
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
 In submitting this notice, each Issuer named above is: 
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
 
IssuerSignatureName of SignerTitleDate
AX DG San Antonio, DST/s/ Nari NaNari NaVice President of Manager and Signatory Trustee of Issuer2023-08-29

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.