HPI Real Estate Fund X D $150M in equity

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

0001933027

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

Name of Issuer

HPI Real Estate Fund X LLC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
HPI Real Estate Fund X LLC
Street Address 1		Street Address 2
2 HUNTLEY ROAD
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
OLD LYME	CONNECTICUT	06371	860-598-4300

3. Related Persons

Last Name	First Name	Middle Name
Sharp	Matthew	A.
Street Address 1	Street Address 2
c/o Hamilton Point Investments LLC	2 Huntley Road
City	State/Province/Country	ZIP/PostalCode
Old Lyme	CONNECTICUT	06371

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Mr. Sharp is a Manager of Hamilton Point Investments LLC, the Manager of the issuer.

Last Name	First Name	Middle Name
Kelsey	J.	David
Street Address 1	Street Address 2
c/o Hamilton Point Investments LLC	2 Huntley Road
City	State/Province/Country	ZIP/PostalCode
Old Lyme	CONNECTICUT	06371

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Mr. Kelsey is a Manager of Hamilton Point Investments LLC, the Manager of the issuer.

Last Name	First Name	Middle Name
Hamilton Point Investments LLC	none	A.
Street Address 1	Street Address 2
2 Huntley Road
City	State/Province/Country	ZIP/PostalCode
Old Lyme	CONNECTICUT	06371

Relationship: Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Hamilton Point Investments LLC is the Manager 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 X 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 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

X	New Notice	Date of First Sale	X	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes 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 $50,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Orchard Securities LLC	133378
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
365 Garden Grove Lane	Suite 100
City	State/Province/Country	ZIP/Postal Code
Pleasant Grove	UTAH	84062
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
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 X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Chelsea Morgan Securities, Inc.	47770
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
242 Main Street
City	State/Province/Country	ZIP/Postal Code
Staten Island	NEW YORK	10307
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
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 X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Sunbelt Securities, Inc.	42180
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2700 Post Oak Boulevard	Suite 1700
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77056
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
Integrated Advisors Network LLC	171991
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
75 Malaga Coe Plaza	Suite 11
City	State/Province/Country	ZIP/Postal Code
Palos Verdes Estates	CALIFORNIA	90274
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ARIZONA CALIFORNIA COLORADO CONNECTICUT DELAWARE FLORIDA GEORGIA ILLINOIS KANSAS LOUISIANA MASSACHUSETTS MARYLAND MAINE MICHIGAN NORTH CAROLINA NEW MEXICO NEVADA NEW YORK OKLAHOMA OREGON PENNSYLVANIA SOUTH CAROLINA TENNESSEE TEXAS VIRGINIA WASHINGTON

Recipient	Recipient CRD Number None
Benning Financial Group, LLC	136256
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2801 Waterman Boulevard	Suite 270
City	State/Province/Country	ZIP/Postal Code
Fairfield	CALIFORNIA	94534
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
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 Boulevard	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 X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Gramercy Securities, Inc.	8177
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
3949 Old Post Road
City	State/Province/Country	ZIP/Postal Code
Charleston	RHODE ISLAND	02813
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARIZONA CALIFORNIA COLORADO CONNECTICUT FLORIDA GEORGIA HAWAII NEW MEXICO NEW YORK OKLAHOMA OREGON RHODE ISLAND TEXAS UTAH VIRGINIA VERMONT WASHINGTON WYOMING

Recipient	Recipient CRD Number None
Cabin Securities, Inc.	137608
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
6240 W. 135th Street	Suite 214
City	State/Province/Country	ZIP/Postal Code
Overland Park	KANSAS	66223
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALASKA ALABAMA ARKANSAS ARIZONA CALIFORNIA COLORADO CONNECTICUT DELAWARE FLORIDA GEORGIA HAWAII IOWA IDAHO ILLINOIS INDIANA KANSAS KENTUCKY LOUISIANA MARYLAND MICHIGAN MINNESOTA MISSOURI MISSISSIPPI MONTANA NORTH CAROLINA NORTH DAKOTA NEBRASKA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEVADA NEW YORK OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VIRGINIA VERMONT WASHINGTON WISCONSIN WEST VIRGINIA WYOMING

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 X All States	Foreign/non-US

Recipient	Recipient CRD Number None
American Trust Investment Services, Inc.	3001
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1244 119th Street
City	State/Province/Country	ZIP/Postal Code
Whiting	INDIANA	46394-1003
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
Arete Wealth Management, LLC	44856
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1115 W. Fulton Market	3rd Floor
City	State/Province/Country	ZIP/Postal Code
Chicago	ILLINOIS	60607
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
Innovation Partners LLC	146344
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
5950 Fairview Road	Suite 140
City	State/Province/Country	ZIP/Postal Code
Charlotte	NORTH CAROLINA	28210
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
Lion Street Financial, LLC	165828
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
515 Congress Avenue	Suite 2500
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 X All States	Foreign/non-US

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 X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$150,000,000	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$150,000,000	USD	or Indefinite

Clarification of Response (if Necessary):

The amount of this offering may be increased up to $200,000,000 in the sole discretion of Hamilton Point Investments LLC, the Manager of the issuer.

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:

0

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	$9,000,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Represents selling commissions if the maximum offering amount is sold. The estimated sales commission will be $12,000,000 if the maximum offering amount is increased to $200,000,000.

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.

$0

USD

Estimate

Clarification of Response (if Necessary):

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
HPI Real Estate Fund X LLC	/s/ J. David Kelsey	J. David Kelsey	Manager of the Manager of the issuer	2022-06-15

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.