Griffin Capital Qualified Opportunity Zone Fund II D/A $180M in investment fund / equity, sold $115.12M, 262 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001830097

	Corporation
X	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Griffin Capital Qualified Opportunity Zone Fund II, L.P.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Griffin Capital Qualified Opportunity Zone Fund II, L.P.
Street Address 1		Street Address 2
C/O GRIFFIN CAPITAL PLAZA		1520 EAST GRAND AVENUE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
EL SEGUNDO	CALIFORNIA	90245	(310) 469-6100

3. Related Persons

Last Name	First Name	Middle Name
Shields	Kevin	A.
Street Address 1	Street Address 2
Griffin Capital Plaza	1520 E. Grand Avenue
City	State/Province/Country	ZIP/PostalCode
El Segundo	CALIFORNIA	90245

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer of the General Partner of the Issuer

Last Name	First Name	Middle Name
Griffin Capital Company, LLC	N/A
Street Address 1	Street Address 2
Griffin Capital Plaza	1520 E. Grand Avenue
City	State/Province/Country	ZIP/PostalCode
El Segundo	CALIFORNIA	90245

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Sponsor of the Issuer

Last Name	First Name	Middle Name
Griffin Capital QOZ II, LLC	N/A
Street Address 1	Street Address 2
Griffin Capital Plaza	1520 E. Grand Avenue
City	State/Province/Country	ZIP/PostalCode
El Segundo	CALIFORNIA	90245

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

General Partner of the Issuer

4. Industry Group

Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No 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 X 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 Range		OR	Aggregate 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
X	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 504 (b)(1)(i)
	Rule 504 (b)(1)(ii)
	Rule 504 (b)(1)(iii)
X	Rule 506(b)
	Rule 506(c)
	Securities Act Section 4(a)(5)

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	2020-10-13	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity	X	Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	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 X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $150,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Adam M. Carmel	1074710
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Larimer Capital Corporation	18189
Street Address 1	Street Address 2
1720 South Bellaire Street	Suite 1110
City	State/Province/Country	ZIP/Postal Code
Denver	COLORADO	80222
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO

Recipient	Recipient CRD Number None
Mark Herding	2239357
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Harbour Investments, Inc.	19258
Street Address 1	Street Address 2
2198 E. Camelback Road	Suite 315
City	State/Province/Country	ZIP/Postal Code
Phoenix	ARIZONA	85016
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARIZONA

Recipient	Recipient CRD Number None
Timothy Sherer	833618
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Emerson Equity LLC	130032
Street Address 1	Street Address 2
455 Los Gatos Boulevard	Suite 206
City	State/Province/Country	ZIP/Postal Code
Los Gatos	CALIFORNIA	95032
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Ryan Sherer	5952617
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Emerson Equity LLC	130032
Street Address 1	Street Address 2
455 Los Gatos Boulevard	Suite 206
City	State/Province/Country	ZIP/Postal Code
Los Gatos	CALIFORNIA	95032
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Rob Johnson	4318220
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Thornhill Securities, Inc.	22333
Street Address 1	Street Address 2
111 Congress Avenue	Suite 1000
City	State/Province/Country	ZIP/Postal Code
Austin	TEXAS	78701
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
Clay Schmidt	6920482
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Thornhill Securities, Inc.	22333
Street Address 1	Street Address 2
111 Congress Avenue	Suite 1000
City	State/Province/Country	ZIP/Postal Code
Austin	TEXAS	78701
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
Sudhir Pai	5928622
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Emerson Equity LLC	130032
Street Address 1	Street Address 2
4512 Legacy Drive	Suite 100
City	State/Province/Country	ZIP/Postal Code
Plano	TEXAS	75024
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA FLORIDA TEXAS WASHINGTON

Recipient	Recipient CRD Number None
Amanda Steele	6566472
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
McDermott Investment Services, LLC	154926
Street Address 1	Street Address 2
3325 Turnbridge Drive
City	State/Province/Country	ZIP/Postal Code
Raleigh	NORTH CAROLINA	27609
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NORTH CAROLINA

Recipient	Recipient CRD Number None
Betty Friant	2122446
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Growth Capital Services, Inc.	124658
Street Address 1	Street Address 2
1101 Pennsylvania Avenue N.W.	Suite 300
City	State/Province/Country	ZIP/Postal Code
Washington	DISTRICT OF COLUMBIA	20004
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MARYLAND MINNESOTA SOUTH CAROLINA

Recipient	Recipient CRD Number None
David B. Levinson	705929
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
American Trust Investment Services, Inc.	3001
Street Address 1	Street Address 2
4722 Main Street
City	State/Province/Country	ZIP/Postal Code
Lisle	ILLINOIS	60532
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA KENTUCKY

Recipient	Recipient CRD Number None
Steven McNeilly	5614719
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
American Portfolios Financial Services, Inc.	18487
Street Address 1	Street Address 2
7 Cypress Lane
City	State/Province/Country	ZIP/Postal Code
Cedar Grove	NEW JERSEY	07009
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA NEW JERSEY

Recipient	Recipient CRD Number None
Ivan West	4921015
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
American Trust Investment Services, Inc.	3001
Street Address 1	Street Address 2
4722 Main Street
City	State/Province/Country	ZIP/Postal Code
Lisle	ILLINOIS	60532
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
UTAH

Recipient	Recipient CRD Number None
Jennifer Gorlaski	6737853
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Harbour Investments, Inc.	19258
Street Address 1	Street Address 2
2198 E. Camelback Road	Suite 315
City	State/Province/Country	ZIP/Postal Code
Phoenix	ARIZONA	85016
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
James Parry	1877092
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Arkadios Capital	282710
Street Address 1	Street Address 2
2591 Dallas Parkway	#300
City	State/Province/Country	ZIP/Postal Code
Frisco	TEXAS	75034
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
Justin Kiehne	7076691
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Concorde Investment Services, LLC	151604
Street Address 1	Street Address 2
4600 Military Trail	Suite A-224
City	State/Province/Country	ZIP/Postal Code
Jupiter	FLORIDA	33458
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
GEORGIA

Recipient	Recipient CRD Number None
Kent A. Fitzpatrick	1998842
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Concorde Investment Services, LLC	151604
Street Address 1	Street Address 2
24 Superior Drive	Suite 101
City	State/Province/Country	ZIP/Postal Code
Natick	MASSACHUSETTS	01760
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MASSACHUSETTS

Recipient	Recipient CRD Number None
Jerry Dempsey	1869325
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Dempsey Lord Smith LLC	141238
Street Address 1	Street Address 2
901 N. Broad Street	Suite 400
City	State/Province/Country	ZIP/Postal Code
Rome	GEORGIA	30161
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEVADA

Recipient	Recipient CRD Number None
Carmen D. Marrone	1898874
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
National Securities Corporation	7569
Street Address 1	Street Address 2
11 Gay Road
City	State/Province/Country	ZIP/Postal Code
East Hampton	NEW YORK	11937
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number None
Richard Chess	1127716
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Crescent Securities Group, Inc.	114993
Street Address 1	Street Address 2
8750 N. Central Expressway	Suite 750
City	State/Province/Country	ZIP/Postal Code
Dallas	TEXAS	75231
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Brent Honea	2289905
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Crown Capital Securities, LP	6312
Street Address 1	Street Address 2
333 City Boulevard West	Suite 2050
City	State/Province/Country	ZIP/Postal Code
Orange	CALIFORNIA	92868
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Adam Shipley	6482848
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
National Securities Corporation	7569
Street Address 1	Street Address 2
4695 MacArthur Court	Suite 1100
City	State/Province/Country	ZIP/Postal Code
Newport Beach	CALIFORNIA	92660
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Cambridge Investment Research, Inc.	39543
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1776 Pleasant Plain Road
City	State/Province/Country	ZIP/Postal Code
Fairfield	IOWA	52556
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA COLORADO FLORIDA ILLINOIS KENTUCKY MASSACHUSETTS OHIO VIRGINIA

Recipient	Recipient CRD Number None
DFPG Investments, LLC	155576
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
9017 S. Riverside Drive	Suite 210
City	State/Province/Country	ZIP/Postal Code
Sandy	UTAH	84070
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA CALIFORNIA SOUTH CAROLINA UTAH

Recipient	Recipient CRD Number None
Amr Tenney	5506866
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Thornhill Securities, Inc.	22333
Street Address 1	Street Address 2
111 Congress Avenue	Suite 1000
City	State/Province/Country	ZIP/Postal Code
Austin	TEXAS	78701
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
Edward Fernandez	2956661
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Capulent LLC	155155
Street Address 1	Street Address 2
2603 Main Street	Suite 1050
City	State/Province/Country	ZIP/Postal Code
Irvine	CALIFORNIA	92614
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSOURI

Recipient	Recipient CRD Number None
Stacey Morimoto	4420782
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Stax Capital	300607
Street Address 1	Street Address 2
4901 Morena Boulevard	Suite 121
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92117
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Jason Finley	6602034
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Stax Capital	300607
Street Address 1	Street Address 2
4901 Morena Boulevard	Suite 121
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92117
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Barry Levan	1130895
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Crown Capital Securities, LP	6312
Street Address 1	Street Address 2
8383 NE Sandy Boulevard	Suite 420
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97220
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
OREGON

Recipient	Recipient CRD Number None
Blake V. Barnett	5713662
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Associates, Inc.	20999
Street Address 1	Street Address 2
5975 South Quebec Street	Suite 130
City	State/Province/Country	ZIP/Postal Code
Centennial	COLORADO	80111
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO

Recipient	Recipient CRD Number None
Marc Zaro	6613514
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Invicta Cpaital LLC	288101
Street Address 1	Street Address 2
2790 Mosside Boulevard	Suite 530
City	State/Province/Country	ZIP/Postal Code
Monroeville	PENNSYLVANIA	15146
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ILLINOIS

Recipient	Recipient CRD Number None
Gerard P. Gloisten	2579962
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Western International Securities, Inc.	39262
Street Address 1	Street Address 2
558 B Street
City	State/Province/Country	ZIP/Postal Code
Santa Rosa	CALIFORNIA	95401
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Independent Financial Group, LLC	7717
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
12671 High Bluff Drive	Suite 200
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92130
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA NEW JERSEY OREGON UTAH WISCONSIN

Recipient	Recipient CRD Number None
Joseph W. Brezden	1293907
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Lincoln Financial Advisors Corp	3978
Street Address 1	Street Address 2
18400 Von Karman Avenue	Suite 400
City	State/Province/Country	ZIP/Postal Code
Irvine	CALIFORNIA	92612
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Michael J. Brezden	5982363
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Lincoln Financial Advisors Corp	3978
Street Address 1	Street Address 2
18400 Von Karman Avenue	Suite 400
City	State/Province/Country	ZIP/Postal Code
Irvine	CALIFORNIA	92612
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
David O'Brien	2722690
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Concorde Investment Services, LLC	151604
Street Address 1	Street Address 2
24 Superior Drive	Suite 101
City	State/Province/Country	ZIP/Postal Code
Natick	MASSACHUSETTS	01760
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MASSACHUSETTS

Recipient	Recipient CRD Number None
Drew Reynolds	6646813
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Thornhill Securities, Inc.	22333
Street Address 1	Street Address 2
111 Congress Avenue	Suite 1000
City	State/Province/Country	ZIP/Postal Code
Austin	TEXAS	78701
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
Salvadore Salvo	409637
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Purshe Kaplan Sterling Investments	35747
Street Address 1	Street Address 2
4 Campus Drive
City	State/Province/Country	ZIP/Postal Code
Parsippany	NEW JERSEY	07054
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
GEORGIA NEW JERSEY

Recipient	Recipient CRD Number None
Michael MacDougal	2739184
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Purshe Kaplan Sterling Investments	35747
Street Address 1	Street Address 2
4 Campus Drive
City	State/Province/Country	ZIP/Postal Code
Parsippany	NEW JERSEY	07054
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW JERSEY

Recipient	Recipient CRD Number None
William Colvett	4311759
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
H. Beck, Inc.	1763
Street Address 1	Street Address 2
300 Cayuga Road
City	State/Province/Country	ZIP/Postal Code
Lake Orion	MICHIGAN	48362
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

Recipient	Recipient CRD Number None
Kestra Investment Services, LLC	42046
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
5707 Southwest Parkway	Building 2 Suite 400
City	State/Province/Country	ZIP/Postal Code
Austin	TEXAS	78735
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA GEORGIA MINNESOTA TEXAS

Recipient	Recipient CRD Number None
John Bussa	4418922
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Lincoln Financial Advisors Corporation	3978
Street Address 1	Street Address 2
1000 Town Center	26th Floor
City	State/Province/Country	ZIP/Postal Code
Southfield	MICHIGAN	48075
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
OHIO

Recipient	Recipient CRD Number None
Dean Clemons	4118648
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Lincoln Financial Advisors Corporation	3978
Street Address 1	Street Address 2
1000 Town Center	26th Floor
City	State/Province/Country	ZIP/Postal Code
Southfield	MICHIGAN	48075
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
OHIO

Recipient	Recipient CRD Number None
Guy Anthony Harrigan	1817525
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Lion Street Financial, LLC	165828
Street Address 1	Street Address 2
4770 Baseline Road	Suite 380
City	State/Province/Country	ZIP/Postal Code
Boulder	COLORADO	80303
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO

Recipient	Recipient CRD Number None
James B. Teegarden	2812366
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Lion Street Financial, LLC	165828
Street Address 1	Street Address 2
4770 Baseline Road	Suite 380
City	State/Province/Country	ZIP/Postal Code
Boulder	COLORADO	80303
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO

13. Offering and Sales Amounts

Total Offering Amount	$180,000,000	USD	or Indefinite
Total Amount Sold	$115,123,698	USD
Total Remaining to be Sold	$64,876,302	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, and enter the 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:

262

15. Sales Commissions & Finder's 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	$11,700,000	USD	X Estimate
Finders' Fees	$0	USD	X Estimate

Clarification of Response (if Necessary):

Sales Commissions include estimates of the maximum amount of Placement Agent Fees that may be paid to one or more Related Persons.

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.

$1,350,000 USD X 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, in the accordance with applicable law, 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 the issuer 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, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

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.

Issuer	Signature	Name of Signer	Title	Date
Griffin Capital Qualified Opportunity Zone Fund II, L.P.	/s/ Joseph E. Miller	Joseph E. Miller	Chief Financial Officer & Treasurer of the GP of the Issuer	2021-04-29

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.