NRI Real Token Form 3 NRI Real Token / Brent Reynolds ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Reynolds Brent

(Last) (First) (Middle)

1340 SOUTH DIXIE HIGHWAY, SUITE 612

(Street)

CORAL GABLES FL 33146

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2022

3. Issuer Name and Ticker or Trading Symbol
NRI Real Token Inc. [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	2,400	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Operating Partnership Units	(1)	(1)	Common Stock, $0.01 par value per share	5,028,549	(1)	I	By NRI Real Token Thesis LLC(1)

Explanation of Responses:

1. Represents 5,028,549 Convertible Operating Partnership Units ("OP Units") of NRI Real Token LP, a Delaware limited partnership, held by NRI Real Token Thesis LLC (the "Sponsor"). The OP Units are convertible into shares of common stock of NRI Real Token Inc. at the option of Sponsor, subject to certain limitations. The sole manager of the Sponsor is NRI Real Token Advisors LLC. The sole member and manager of NRI Real Token Advisors LLC is Nolan Reynolds International, LLC. Nolan Reynolds International, LLC is managed by Nolan Company, LLC and Design Development Investments, LLC. The Reporting Person is a manager of Design Development Investments, LLC. As a result, the Reporting Person holds dispositive and voting power over the OP Units, and therefore may be deemed to be a beneficial owner of the OP Units owned by the Sponsor. The Reporting Person disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Brent Reynolds	05/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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