UNITED STATES
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Year Ended December 31, 2011
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to _____________
Commission file number: 333-155428
REDWOOD MORTGAGE INVESTORS IX, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 26-3541068 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
| 900 Veterans Blvd., Suite 500, Redwood City, CA | 94063-1743 |
| (Address of principal executive offices) | (Zip Code) |
(650) 365-5341
(Registrant's telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | |
| Securities registered pursuant to Section 12(g) of the Act: | None |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] YES [X] NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] YES [X] NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
| Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] YES [X] NO
The registrant’s units of membership interests are not publicly traded and therefore have no market value. The registrant is currently conducting the ongoing initial public offering of its units pursuant to a Registration Statement on Form S-11, which are being sold at $1.00 per unit.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Prospectus, dated June 8, 2009, and the supplement to the prospectus, included as part of the Post Effective Amendment No. 5 to the Registration Statement on Form S-11 (SEC File No. 333-155428) filed with the SEC on January 30, 2012, are incorporated by reference in the following sections of this report:
| · | Part I – Item 1 – Business |
| · | Part III – Item 11 – Executive Compensation |
| · | Part III – Item 13 – Certain Relationships and Related Transactions, and Director Independence |
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EXPLANATORY NOTE
Redwood Mortgage Investors IX, LLC (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission March 28, 2012 (the “Annual Report”), to make a correction to the cover page and to amend Part IV, Item 15, to reflect that Exhibits 3.5 and 99.1 are being filed herewith, and to include Exhibits 3.5 and 99.1 as exhibits to the Annual Report, and to make certain revisions to the footnotes to the Exhibit Index.
No other revisions or amendments have been made to the Annual Report. This Amendment No. 1 to the Annual Report does not otherwise update information in the Annual Report to reflect facts or events occurring subsequent to the date of the original filing of the Annual Report. Certain currently-dated certifications from the Company’s principal executive officer and principal financial officer have been included as exhibits to this Amendment No. 1.
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Part IV
Item 15 – Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
| 3. | Exhibits. See Exhibit Index for a list of the exhibits being filed or furnished with or incorporated by reference into this report. |
| Exhibit No. | Description of Exhibits |
| 3.1 | * | Limited Liability Company Operating Agreement |
| 3.2 | * | Certificate of Formation |
| 3.3 | * | Amended and Restated Limited Liability Company Operating Agreement |
| 3.4 | * | Second Amended and Restated Limited Liability Company Operating Agreement |
| 3.5 | Third Amended and Restated Limited Liability Company Operating Agreement | |
| 10.1 | * | Distribution Reinvestment Plan |
| 10.2 | * | Loan Servicing Agreement |
| 10.3 | (a) * | Form of Note secured by Deed of Trust for Construction Loans, which provides for interest only payments |
| (b) * | Form of Note secured by Deed of Trust for Commercial Loans which provides for interest only payments | |
| (c) * | Form of Note secured by Deed of Trust for Commercial Loans which provides for principal and interest payments | |
| (d) * | Form of Note secured by Deed of Trust for Residential Loans, which provides for interest only payments. | |
| (e) * | Form of Note secured by Deed of Trust for Residential Loans which provides for interest and principal prepayments | |
| 10.4 | (a) * | Construction Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing to accompany Exhibit 10.3(a) |
| (b) * | Deed of Trust, Assignment of Leases and Rents, and Security Agreement and Fixture Filing to accompany Exhibits 10.3(b) and 10.3(c) | |
| (c) * | Deed of Trust, Assignment of Leases and Rents, and Security Agreement and Fixture Filing to accompany Exhibit 10.3(d) and 10.3(e) | |
| 10.5 | * | Agreement to Seek a Lender |
| 10.6 | * | Formation Loan Promissory Note |
| 31.1 | Certification of Manager pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Manager pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | * | Certification of Manager pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | * | Certification of Manager pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.1 | Selected Portions of the Registrant’s Prospectus, dated June 8, 2009, and the supplement to the prospectus, included as part of the Post Effective Amendment No. 5 to the Registration Statement on Form S-11 (SEC File No. 333-155428) filed with the SEC on January 30, 2012 | |
| 101.INS | *† | XBRL Instance Document |
| 101.SCH | *† | XBRL Taxonomy Extension Schema Document |
| 101.CAL | *† | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | *† | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | *† | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | *† | XBRL Taxonomy Extension Presentation Linkbase Document |
* These exhibits were previously filed as exhibits to Registrant’s Registration Statement on Form S-11 (Registration No. 333-155428) or as exhibits to Post-Effective Amendments to such Registration Statement, and are incorporated by reference herein).
† XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized on the 27th day of April, 2012.
| REDWOOD MORTGAGE INVESTORS IX, LLC |
| By: | Redwood Mortgage Corp., Manager | |||
| By: | /S/ Michael R. Burwell | |||
| Michael R. Burwell, President, | ||||
| Secretary/Treasurer | ||||
| By: | Gymno LLC, Manager | |||
| By: | /S/ Michael R. Burwell | |||
| Michael R. Burwell, Manager | ||||
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity indicated on the 27th day of April, 2012.
| Signature | Title | Date |
| /S/ Michael R. Burwell | ||||
| Michael R. Burwell | President, Secretary/Treasurer of Redwood Mortgage Corp. (Principal Financial and Accounting Officer); Director of Redwood Mortgage Corp. | April 27, 2012 |
| /S/ Michael R. Burwell | ||||
| Michael R. Burwell | Manager of Gymno LLC | April 27, 2012 |
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