NLCA DG Investment Grade Portfolio 1 DST D/A $39.37 mm in other securities, sold $19.90 mm, 35 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

0001948352

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

Delaware Statutory Trust

Name of Issuer

NLCA DG Investment Grade Portfolio 1 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
NLCA DG Investment Grade Portfolio 1 DST
Street Address 1		Street Address 2
C/O NET LEASE CAPITAL ADVISORS LLC		10 TARA BOULEVARD, SUITE 501
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NASHUA	NEW HAMPSHIRE	03062	801-419-9610

3. Related Persons

Last Name	First Name	Middle Name
Blough	Douglas	F.
Street Address 1	Street Address 2
c/o Net Lease Capital Advisors LLC	10 Tara Boulevard, Suite 501
City	State/Province/Country	ZIP/PostalCode
Nashua	NEW HAMPSHIRE	03062

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
MacDonald	Bruce	S.
Street Address 1	Street Address 2
c/o Net Lease Capital Advisors LLC	10 Tara Boulevard, Suite 501
City	State/Province/Country	ZIP/PostalCode
Nashua	NEW HAMPSHIRE	03062

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

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
	Decline to Disclose			Decline to Disclose
X	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	2022-11-02	First Sale Yet to Occur
X	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)

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	X	Other (describe)
	Beneficial interests in a Delaware statutory trust

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 $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Berthel, Fisher & Company Financial Services, Inc.	13609
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
4201 42ND STREET NE	SUITE 100
City	State/Province/Country	ZIP/Postal Code
CEDAR RAPIDS	IOWA	52402
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
FNEX Capital, LLC	166316
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
ONE INDIANA SQUARE	SUITE 2252
City	State/Province/Country	ZIP/Postal Code
INDIANAPOLIS	INDIANA	46204
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING

Recipient	Recipient CRD Number None
IBN Financial Services, Inc.	42360
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
404 OLD LIVERPOOL ROAD
City	State/Province/Country	ZIP/Postal Code
LIVERPOOL	NEW YORK	13088
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WISCONSIN

Recipient	Recipient CRD Number None
Infinity Financial Services	144302
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
212 9TH STREET	SUITE 202
City	State/Province/Country	ZIP/Postal Code
OAKLAND	CALIFORNIA	64507
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ALASKA ARIZONA CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WISCONSIN

Recipient	Recipient CRD Number None
ClearFP Securities, LLC	312370
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
15573 BANGY ROAD	SUITE 270
City	State/Province/Country	ZIP/Postal Code
LAKE OSWEGO	OREGON	97035
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT FLORIDA HAWAII IDAHO IOWA MARYLAND MICHIGAN MONTANA NEVADA NEW HAMPSHIRE NEW YORK NORTH CAROLINA OKLAHOMA OREGON PENNSYLVANIA TENNESSEE TEXAS UTAH WASHINGTON WISCONSIN WYOMING PUERTO RICO

Recipient	Recipient CRD Number None
Colorado Financial Service Corporation	104343
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
188 INVERNESS DRIVE WEST	SUITE 100
City	State/Province/Country	ZIP/Postal Code
CENTENNIAL	COLORADO	80112
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING

Recipient	Recipient CRD Number None
Newbridge Securities Corporation	104065
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1200 NORTH FEDERAL HIGHWAY	SUITE 400
City	State/Province/Country	ZIP/Postal Code
BOCA RATON	FLORIDA	33432
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING

Recipient	Recipient CRD Number None
WealthForge Securities, LLC	152550
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
3015 W. MOORE STREET	SUITE 102
City	State/Province/Country	ZIP/Postal Code
RICHMOND	VIRGINIA	23230
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
Realized Financial, Inc.	22333
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
400 W. 15TH STREET	SUITE 700
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
Roger William Bowlin	1905652
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Aurora Securities	46147
Street Address 1	Street Address 2
650 NE HOLLADAY STREET	SUITE 1600
City	State/Province/Country	ZIP/Postal Code
PORTLAND	OREGON	97232
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA OKLAHOMA WASHINGTON

Recipient	Recipient CRD Number None
David George Bulger	3180806
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Arkadios Capital	282710
Street Address 1	Street Address 2
309 EAST PACES FERRY ROAD	SUITE 100
City	State/Province/Country	ZIP/Postal Code
ATLANTA	GEORGIA	30305
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
Robert George Langhorst	1832998
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Aurora Securities	46147
Street Address 1	Street Address 2
325 N. KIRKWOOD ROAD	SUITE 302
City	State/Province/Country	ZIP/Postal Code
ST. LOUIS	MISSOURI	63122
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
Edward Eric 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
ALABAMA

Recipient	Recipient CRD Number None
Taylor Jerome Ripka	5663828
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Berthel, Fisher & Company Financial Services, Inc.	13609
Street Address 1	Street Address 2
7207 FORESTVIEW LANE N
City	State/Province/Country	ZIP/Postal Code
MAPLE GROVE	MINNESOTA	55369
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
Matthew David Copley	6247665
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Emerson Equity LLC	130032
Street Address 1	Street Address 2
2650 CAMINO DEL RIO NORTH	SUITE 350
City	State/Province/Country	ZIP/Postal Code
SAN DIEGO	CALIFORNIA	92108
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW HAMPSHIRE

Recipient	Recipient CRD Number None
Matthew Douglas McFarland	6675310
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
FNEX Capital, LLC	166316
Street Address 1	Street Address 2
ONE INDIANA SQUARE	SUITE 2252
City	State/Province/Country	ZIP/Postal Code
INDIANAPOLIS	INDIANA	46204
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
Bradford Lee Watt	2565438
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Saxony Securities, Inc.	115547
Street Address 1	Street Address 2
115 WILCOX STREET	SUITE 220
City	State/Province/Country	ZIP/Postal Code
CASTLE ROCK	COLORADO	80104
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
Sam Bhushan	4884717
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Cabin Securities, Inc.	137608
Street Address 1	Street Address 2
3141 MICHELSON DRIVE	SUITE 504
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
Kirsten Rebecca Eriksson	7475882
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Cabin Securities, Inc.	137608
Street Address 1	Street Address 2
3141 MICHELSON DRIVE	SUITE 504
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 George Bulger	3180806
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Arkadios Capital	282710
Street Address 1	Street Address 2
309 EAST PACES FERRY ROAD	SUITE 1000
City	State/Province/Country	ZIP/Postal Code
ATLANTA	GEORGIA	30305
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA

13. Offering and Sales Amounts

Total Offering Amount	$39,365,399	USD	or Indefinite
Total Amount Sold	$19,900,302	USD
Total Remaining to be Sold	$19,465,097	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:

35

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	$1,279,005	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

No sales commissions are paid to Clearview Trading Advisors, Inc., however they will receive a placement fee of 0.10% of the aggregate purchase price of the Interests, and a $5,000 monthly advisory fee.

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
NLCA DG Investment Grade Portfolio 1 DST	/s/ Douglas F. Blough	Douglas F. Blough	Manager	2023-12-11

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.