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: Estimated average burden hours per response: 1. Issuer's Identity CIK (Filer ID Number) Previous Names None Entity Type PIEDMONT PARTNERS LP Corporation Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify) Name of Issuer PIEDMONT PARTNERS, LIMITED PARTNERSHIP Jurisdiction of Incorporation/Organization WYOMING Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) Yet to Be Formed 2. Principal Place of Business and Contact Information Name of Issuer PIEDMONT PARTNERS, LIMITED PARTNERSHIP Street Address 1 Street Address 2 2120 Carey Avenue Suite 300 City State/Province/Country ZIP/PostalCode Phone Number of Issuer CHEYENNE WYOMING 3. Related Persons Last Name First Name Middle Name Huff John Street Address 1 Street Address 2 Six Concourse Parkway Suite 600 City State/Province/Country ZIP/PostalCode Atlanta GEORGIA Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary): Manager of Piedmont Capital LLC, General Partner of Issuer Last Name First Name Middle Name Piedmont Capital LLC n/a Street Address 1 Street Address 2 2120 Carey Avenue Suite 300 City State/Province/Country ZIP/PostalCode CHEYENNE WYOMING Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary): General Partner of Issuer Last Name First Name Middle Name Brookshire William Street Address 1 Street Address 2 Six Concourse Parkway Suite 600 City State/Province/Country ZIP/PostalCode Atlanta GEORGIA Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary): Managing Member of Piedmont Capital LLC, General Partner of Issuer 4. Industry Group Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Hedge Fund Private Equity Fund Venture Capital Fund Other 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 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 Over $100,000,000 Decline to Disclose 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) 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 First Sale Yet to Occur Amendment 8. Duration of Offering Does the Issuer intend this offering to last more than one year? Yes No 9.