BC Exchange The Palms DST D/A $87.44M in equity, sold $79.35M, 84 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

0001845829

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

Name of Issuer

BC Exchange The Palms DST

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BC Exchange The Palms DST
Street Address 1		Street Address 2
518 17TH STREET		17TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DENVER	COLORADO	802020	866-324-7348

3. Related Persons

Last Name	First Name	Middle Name
Black Creek Group Exchange LLC	n/a
Street Address 1	Street Address 2
518 17th Street	17th Floor
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Sponsor of the Issuer

Last Name	First Name	Middle Name
BC Exchange The Palms TRS LLC	n/a
Street Address 1	Street Address 2
518 17th Street	17th Floor
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Depositor

Last Name	First Name	Middle Name
BC Exchange The Palms Manger LLC	n/a
Street Address 1	Street Address 2
518 17th Street	17th Floor
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Manager

Last Name	First Name	Middle Name
Widoff	Joshua
Street Address 1	Street Address 2
518 17th Street	17th Floor
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing director and CLO of the GP of the parent company 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	X	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	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 $500,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
AMERIPRISE FINANCIAL SERVICES, LLC	6363
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
707 2ND AVENUE SOUTH
City	State/Province/Country	ZIP/Postal Code
MINNEAPOLIS	MINNESOTA	55402
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA GEORGIA HAWAII IDAHO MASSACHUSETTS NEW HAMPSHIRE NEW JERSEY OREGON TENNESSEE VIRGINIA WASHINGTON

Recipient	Recipient CRD Number None
WINTRUST INVESTMENTS LLC	875
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
231 SOUTH LASALLE STREET	13TH FLOOR
City	State/Province/Country	ZIP/Postal Code
CHICAGO	ILLINOIS	60604
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
DAI Securities, LLC	36673
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2200 CENTURY PARKWAY NE	SUITE 435
City	State/Province/Country	ZIP/Postal Code
ATLANTA	GEORGIA	30345
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
Emerson Equity, LLC	130032
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
155 BOVET ROAD	SUITE 725
City	State/Province/Country	ZIP/Postal Code
SAN MATEO	CALIFORNIA	94402
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MARYLAND

Recipient	Recipient CRD Number None
GREAT POINT CAPITAL LLC	114203
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
200 WEST JACKSON BLVD.	SUITE 1000
City	State/Province/Country	ZIP/Postal Code
CHICAGO	ILLINOIS	60606
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MINNESOTA TEXAS

Recipient	Recipient CRD Number None
Morgan Stanley	149777
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2000 WESTCHESTER AVENUE
City	State/Province/Country	ZIP/Postal Code
PURCHASE	NEW YORK	10577
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ARIZONA CALIFORNIA FLORIDA HAWAII ILLINOIS MARYLAND NEW YORK NORTH CAROLINA SOUTH CAROLINA WASHINGTON

Recipient	Recipient CRD Number None
THORNHILL SECURITIES, INC.	22333
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
111 CONGRESS AVE.	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
CALIFORNIA NEW YORK

Recipient	Recipient CRD Number None
WESTERN INTERNATIONAL SECURITIES, INC.	39262
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
70 S. LAKE AVE.	STE. 700
City	State/Province/Country	ZIP/Postal Code
PASADENA	CALIFORNIA	91101
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
AURORA SECURITIES	46147
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2565 WEST MAPLE
City	State/Province/Country	ZIP/Postal Code
TROY	MICHIGAN	48084
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
WASHINGTON

Recipient	Recipient CRD Number None
CONCORDE INVESTMENT SERVICES, LLC	151604
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
19500 VICTOR PARKWAY	SUITE 550
City	State/Province/Country	ZIP/Postal Code
LIVONIA	MICHIGAN	48152
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA CALIFORNIA KENTUCKY TEXAS WASHINGTON

Recipient	Recipient CRD Number None
GREAT POINT CAPITAL LLC	114203
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
200 WEST JACKSON BLVD.	SUITE 1000
City	State/Province/Country	ZIP/Postal Code
CHICAGO	ILLINOIS	60606
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MINNESOTA TEXAS

Recipient	Recipient CRD Number None
Kalos Capital Inc.	44337
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
11525 PARK WOODS CIRCLE	SUITE 280
City	State/Province/Country	ZIP/Postal Code
ALPHARETTA	GEORGIA	30005
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA

Recipient	Recipient CRD Number None
SANCTUARY SECURITIES, INC.	205
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
250 W. 96TH ST.	#300
City	State/Province/Country	ZIP/Postal Code
INDIANAPOLIS	INDIANA	46260
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

13. Offering and Sales Amounts

Total Offering Amount	$87,438,017	USD	or Indefinite
Total Amount Sold	$79,350,000	USD
Total Remaining to be Sold	$8,088,017	USD	or Indefinite

Clarification of Response (if Necessary):

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:

84

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	$4,371,901	USD	X Estimate
Finders' Fees	$0	USD	X Estimate

Clarification of Response (if Necessary):

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.

$3,716,115 USD X Estimate

Clarification of Response (if Necessary):

Estimate includes 1.5% Dealer Manager Fee, 1.5% Facilitation Fee, and 1.25% Organizational Expense and Real Estate Transaction Cost Allowance

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
BC Exchange The Palms DST	Joshua Widoff	Joshua Widoff	Managing director and CLO of GP of parent company of issuer	2021-09-24

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.