cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES ACT OF 1933 
Release No. 11346 / December 20, 2024  
ADMINISTRATIVE PROCEEDING 
File No. 3-22376 
 
 
ORDER INSTITUTING 
CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTION 8A OF THE 
SECURITIES ACT OF 1933, MAKING 
FINDINGS, AND IMPOSING A CEASE-AND- 
DESIST ORDER 
 
 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 
Securities Act of 1933 (“Securities Act”) against GRID 202 LLC, d/b/a Re-Envision Wealth 
(“GRID” or “Respondent”). 
II. 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
 
In the Matter of 
GRID 202 LLC d/b/a 
Re-Envision Wealth, 
Respondent. 

III. 
On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. These proceedings arise out of the failure to timely file a Form D in violation of 
Rule 503 under the Securities Act in connection with several unregistered securities offerings by 
issuers controlled by GRID. 
2. All offers and sales of securities must either be registered under the Securities Act 
or fall within an exemption from registration. Regulation D provides three exemptions from the 
Securities Act’s registration requirements, allowing certain issuers to offer and sell their 
securities without registering the offering with the Commission. The Commission’s primary 
source of information on the Regulation D market is Form D, which is used by issuers to provide 
notice of an exempt offering of securities under Regulation D. An issuer offering or selling 
securities in reliance on one of the exemptions provided by Regulation D is required by 
Securities Act Rule 503 to file a notice of sales on Form D for each offering of securities no later 
than 15 calendar days after the first sale of securities in the offering. 
3. When an issuer does not follow the requirements to file a Form D (or amend its 
existing Form D filing) it has multiple negative effects. First, the Commission’s ability to fully 
assess the scope of the Regulation D market is impeded, which is key to the Commission’s 
understanding of whether Regulation D is appropriately balancing the need for investor 
protection and the furtherance of capital formation, particularly as it relates to small businesses. 
Second, it harms the Commission’s ability to monitor and enforce compliance with the 
requirements of Regulation D as well as state securities regulators’ and self-regulatory 
organizations’ ability to monitor and enforce other securities laws and the rules of securities self- 
regulatory organizations. Finally, it impacts investors and other market participants. Forms D 
can be a source of information for those parties: to understand whether companies are complying 
with federal securities laws in their offerings, to do research and analysis on the Regulation D 
market, and to report on capital-raising in industries that use Regulation D. All of these uses of 
Forms D are adversely impacted when issuers fail to comply with the requirements of Rule 503. 
Respondent 
4. GRID is a Delaware limited liability company with its principal place of business 
in New York, New York. GRID has been registered with the Commission as an investment 
adviser since April 2022. According to its Form ADV filed on October 11, 2024, GRID had 
approximately $126 million in regulatory assets under management as of September 30, 2024. 
Until March 31, 2024, GRID was the investment adviser to several private funds that are 
structured as limited liability companies and served as the managing member of each of these 
funds. The operating agreements for the funds designated GRID as their managing member and 
stated that the managing member was responsible for the management, business, and affairs of 
 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 

the Funds. As such, GRID controlled the funds’ activities, including those related to making 
certain filings with the Commission. 
Other Relevant Entities 
5. The Funds are GRID – High Road Delivery I, LLC, and GRID Esusu 1, LLC. 
Neither of the Funds is registered with the Commission in any capacity. 
Facts 
6. Regulation D provides a non-exclusive method for issuers to conduct securities 
offerings that are exempt from registration under Section 5 of the Securities Act. 
7. Under Rule 503 of Regulation D, an issuer offering or selling securities in 
reliance on Rule 504 or 506 must file a notice of sales on Form D with the Commission for each 
new offering of securities no later than 15 calendar days after the first sale of securities in the 
offering. While a failure to provide such notice does not result in a loss of the exemption from 
Section 5, the failure to comply with the requirements of Rule 503 itself is a violation of the 
Securities Act and rules promulgated thereunder. 
8. Since November 2021, two private funds controlled by GRID (the “Funds”) 
conducted unregistered offerings involving the sale of membership interests in the Funds. 
Among other things, GRID contacted more than 285 prospective investors to solicit investment 
in the offerings and raised at least $1,025,100 from 34 investors in the Funds. GRID engaged in 
certain communications that constituted general solicitation for these offerings. 
9. Because GRID engaged in general solicitation, the offerings could not have been 
conducted as exempt offerings under Section 4(a)(2) of the Securities Act and therefore could not 
have been conducted without reliance on Rule 504 or Rule 506(c) of Regulation D. As the 
managing member of the Funds, GRID was responsible for ensuring that such filings were made 
in a timely manner. Accordingly, GRID needed to file a Form D for each offering, but GRID 
failed to timely file Forms D for both offerings. 
10. As a result of the conduct described above, GRID caused each of the Funds to 
violate Rule 503 of Regulation D of the Securities Act, which requires that any issuer relying on 
Rule 504 or Rule 506 of Regulation D must file with the Commission a notice of sales 
containing the information required by Form D for each new offering of securities no later than 
15 calendar days after the first sale of securities in the offering. 
GRID’s Remedial Efforts 
In determining to accept the Offer, the Commission considered remedial acts undertaken 
by Respondent and cooperation afforded the Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 

Accordingly, it is hereby ORDERED that: 
 
A. pursuant to Section 8A of the Securities Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Rule 503 of Regulation D of 
the Securities Act. 
 
B. Respondent shall pay a civil money penalty of $60,000 to the Securities and 
Exchange Commission for transfer to the general fund of the United States Treasury, subject 
to Section 21F(g)(3) of the Securities Exchange Act of 1934. 
Payments shall be made in the following installments: 
 
• $12,000 within 14 days of the entry of this Order; 
• $12,000 within 90 days of the entry of this Order; 
• $12,000 within 180 days of the entry of this Order; 
• $12,000 within 270 days of the entry of this Order; and 
• $12,000 within 360 days of the entry of this Order. 
Payments shall be applied first to post-order interest, which accrues pursuant to 31 U.S.C. 
§ 3717. Prior to making the final payment set forth herein, Respondent shall contact the staff of 
the Commission for the amount due. If Respondent fails to make any payment by the date 
agreed and/or in the amount agreed according to the schedule set forth above, all outstanding 
payments under this Order, including post-order interest, minus any payments made, shall 
become due and payable immediately at the discretion of the staff of the Commission without 
further application to the Commission. 
Payment must be made in one of the following ways: 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request; 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to: 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
Payments by check or money order must be accompanied by a cover letter identifying 
GRID 202, LLC, as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to Sheldon L. 
Pollock, Division of Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 
20-100, New York, New York 10004. 
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes. To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
By the Commission. 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

 

SECURITIES ACT OF 1933 

Release No. 11346 / December 20, 2024  

ADMINISTRATIVE PROCEEDING 

File No. 3-22376 

 

 

ORDER INSTITUTING 

CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, MAKING 

FINDINGS, AND IMPOSING A CEASE-AND- 

DESIST ORDER 

 

 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 

Securities Act of 1933 (“Securities Act”) against GRID 202 LLC, d/b/a Re-Envision Wealth 

(“GRID” or “Respondent”). 

II. 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 

 

In the Matter of 

GRID 202 LLC d/b/a 

Re-Envision Wealth, 

Respondent. 



III. 

On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. These proceedings arise out of the failure to timely file a Form D in violation of 

Rule 503 under the Securities Act in connection with several unregistered securities offerings by 

issuers controlled by GRID. 

2. All offers and sales of securities must either be registered under the Securities Act 

or fall within an exemption from registration. Regulation D provides three exemptions from the 

Securities Act’s registration requirements, allowing certain issuers to offer and sell their 

securities without registering the offering with the Commission. The Commission’s primary 

source of information on the Regulation D market is Form D, which is used by issuers to provide 

notice of an exempt offering of securities under Regulation D. An issuer offering or selling 

securities in reliance on one of the exemptions provided by Regulation D is required by 

Securities Act Rule 503 to file a notice of sales on Form D for each offering of securities no later 

than 15 calendar days after the first sale of securities in the offering. 

3. When an issuer does not follow the requirements to file a Form D (or amend its 

existing Form D filing) it has multiple negative effects. First, the Commission’s ability to fully 

assess the scope of the Regulation D market is impeded, which is key to the Commission’s 

understanding of whether Regulation D is appropriately balancing the need for investor 

protection and the furtherance of capital formation, particularly as it relates to small businesses. 

Second, it harms the Commission’s ability to monitor and enforce compliance with the 

requirements of Regulation D as well as state securities regulators’ and self-regulatory 

organizations’ ability to monitor and enforce other securities laws and the rules of securities self- 

regulatory organizations. Finally, it impacts investors and other market participants. Forms D 

can be a source of information for those parties: to understand whether companies are complying 

with federal securities laws in their offerings, to do research and analysis on the Regulation D 

market, and to report on capital-raising in industries that use Regulation D. All of these uses of 

Forms D are adversely impacted when issuers fail to comply with the requirements of Rule 503. 

Respondent 

4. GRID is a Delaware limited liability company with its principal place of business 

in New York, New York. GRID has been registered with the Commission as an investment 

adviser since April 2022. According to its Form ADV filed on October 11, 2024, GRID had 

approximately $126 million in regulatory assets under management as of September 30, 2024. 

Until March 31, 2024, GRID was the investment adviser to several private funds that are 

structured as limited liability companies and served as the managing member of each of these 

funds. The operating agreements for the funds designated GRID as their managing member and 

stated that the managing member was responsible for the management, business, and affairs of 

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 



the Funds. As such, GRID controlled the funds’ activities, including those related to making 

certain filings with the Commission. 

Other Relevant Entities 

5. The Funds are GRID – High Road Delivery I, LLC, and GRID Esusu 1, LLC. 

Neither of the Funds is registered with the Commission in any capacity. 

Facts 

6. Regulation D provides a non-exclusive method for issuers to conduct securities 

offerings that are exempt from registration under Section 5 of the Securities Act. 

7. Under Rule 503 of Regulation D, an issuer offering or selling securities in 

reliance on Rule 504 or 506 must file a notice of sales on Form D with the Commission for each 

new offering of securities no later than 15 calendar days after the first sale of securities in the 

offering. While a failure to provide such notice does not result in a loss of the exemption from 

Section 5, the failure to comply with the requirements of Rule 503 itself is a violation of the 

Securities Act and rules promulgated thereunder. 

8. Since November 2021, two private funds controlled by GRID (the “Funds”) 

conducted unregistered offerings involving the sale of membership interests in the Funds. 

Among other things, GRID contacted more than 285 prospective investors to solicit investment 

in the offerings and raised at least $1,025,100 from 34 investors in the Funds. GRID engaged in 

certain communications that constituted general solicitation for these offerings. 

9. Because GRID engaged in general solicitation, the offerings could not have been 

conducted as exempt offerings under Section 4(a)(2) of the Securities Act and therefore could not 

have been conducted without reliance on Rule 504 or Rule 506(c) of Regulation D. As the 

managing member of the Funds, GRID was responsible for ensuring that such filings were made 

in a timely manner. Accordingly, GRID needed to file a Form D for each offering, but GRID 

failed to timely file Forms D for both offerings. 

10. As a result of the conduct described above, GRID caused each of the Funds to 

violate Rule 503 of Regulation D of the Securities Act, which requires that any issuer relying on 

Rule 504 or Rule 506 of Regulation D must file with the Commission a notice of sales 

containing the information required by Form D for each new offering of securities no later than 

15 calendar days after the first sale of securities in the offering. 

GRID’s Remedial Efforts 

In determining to accept the Offer, the Commission considered remedial acts undertaken 

by Respondent and cooperation afforded the Commission staff. 

IV. 

In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 



Accordingly, it is hereby ORDERED that: 

 

A. pursuant to Section 8A of the Securities Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Rule 503 of Regulation D of 

the Securities Act. 

 

B. Respondent shall pay a civil money penalty of $60,000 to the Securities and 

Exchange Commission for transfer to the general fund of the United States Treasury, subject 

to Section 21F(g)(3) of the Securities Exchange Act of 1934. 

Payments shall be made in the following installments: 

 

• $12,000 within 14 days of the entry of this Order; 

• $12,000 within 90 days of the entry of this Order; 

• $12,000 within 180 days of the entry of this Order; 

• $12,000 within 270 days of the entry of this Order; and 

• $12,000 within 360 days of the entry of this Order. 

Payments shall be applied first to post-order interest, which accrues pursuant to 31 U.S.C. 

§ 3717. Prior to making the final payment set forth herein, Respondent shall contact the staff of 

the Commission for the amount due. If Respondent fails to make any payment by the date 

agreed and/or in the amount agreed according to the schedule set forth above, all outstanding 

payments under this Order, including post-order interest, minus any payments made, shall 

become due and payable immediately at the discretion of the staff of the Commission without 

further application to the Commission. 

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request; 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

Payments by check or money order must be accompanied by a cover letter identifying 

GRID 202, LLC, as a Respondent in these proceedings, and the file number of these 

http://www.sec.gov/about/offices/ofm.htm


proceedings; a copy of the cover letter and check or money order must be sent to Sheldon L. 

Pollock, Division of Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 

20-100, New York, New York 10004. 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

By the Commission. 

 

 

Vanessa A. Countryman 

Secretary 


	UNITED STATES OF AMERICA
	SECURITIES AND EXCHANGE COMMISSION
	ADMINISTRATIVE PROCEEDING
	II.
	III.
	Summary
	Respondent
	Other Relevant Entities
	Facts
	GRID’s Remedial Efforts

	IV.