UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 1-U
 
Current Report Pursuant to Regulation A
 
Date of Report (Date of earliest event reported): July 14, 2022
 
 
Otis Collection LLC
(Exact name of issuer as specified in its charter)
 
Delaware
 
84-3316802
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
6 Harrison Street, 5th Floor, New York, NY 10013
(Full mailing address of principal executive offices)
 
 201-479-4408
(Issuer’s telephone number, including area code)
   
Series Collection Drop 001, Series Collection Drop 002, Series Collection Drop 003, Series Collection Drop 004, Series Collection Drop 005, Series Collection Drop 006, Series Collection Drop 007, Series Collection Drop 008, Series Collection Drop 009, Series Collection Drop 010, Series Collection Drop 012, Series Collection Drop 013, Series Collection Drop 014, Series Collection Drop 018
(Title of each class of securities issued pursuant to Regulation A)
1
Item 9
Other Events
Amendment of Limited Liability Company Agreement
On July 14, 2022, Otis Wealth, Inc., the managing member of Otis Collection LLC, a Delaware series limited liability company, entered into a Second Amendment to the Limited Liability Company Agreement of Otis Collection LLC (such amendment, the “Amendment,” and the limited liability company agreement, the “LLC Agreement”), which Amendment amends the LLC Agreement as follows:
●
Section 7.04 was amended to provide that distributions in kind are permitted in the case of assets of a series that are securities in another person; and
●
Section 11.03(a) was amended to provide that assets may be disposed of by distribution to members, subject to Section 7.04.
A copy of the Amendment has been filed as Exhibit 2.4 to this report.
1
EXHIBITS 
 
The following exhibits are filed herewith:
Exhibit No.
 
 
Description
2.4
 
2
SIGNATURES  
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
   
Date: July 14, 2022
OTIS COLLECTION LLC
By: Otis Wealth, Inc., its managing member
 
 
 
/s/ Keith Marshall
 
Name: Keith Marshall
 
Title: President, Secretary, Treasurer & Sole Director
3
Exhibit 2.4
 
SECOND AMENDMENT
TO THE
LIMITED LIABILITY COMPANY AGREEMENT
OF OTIS COLLECTION, LLC
This SECOND AMENDMENT (this “Amendment”) to the Limited Liability Company Agreement of Otis Collection LLC, a Delaware series limited liability company (the “Company”), dated as of October 10, 2019 (the “Operating Agreement”), is made and effective as of July 13, 2022, by and between Otis Wealth, Inc (the “Managing Member”) and the Company. Capitalized terms used in this Amendment without definition shall have the meanings assigned to them in the Operating Agreement (as defined below). 
RECITALS
WHEREAS, the Company was formed as a series limited liability company under Section 18-215 of the Delaware Act pursuant to a certificate of formation filed with the Secretary of State of the State of Delaware on October 8, 2019;
WHEREAS, the Managing Member desires to amend the Operating Agreement to amend and restate Section 7.04 and Section 11.03(a); and
WHEREAS, the Managing Member has authorized and approved an amendment of the Operating Agreement on the terms set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and intending to be legally bound hereby, the Operating Agreement is hereby amended as follows:
1. Section 7.04 shall be deleted in its entirety and replaced with the following:
Section 7.04 Distributions in Kind. Distributions in kind of the entire or part of a Series Asset to Members are prohibited; provided, however, that in the case of Series Assets that are securities in another Person, distributions in kind of the entire or part of a Series Asset to Members are not prohibited.
2. Section 11.03(a) shall be deleted in its entirety and replaced with the following:
(a) Subject to Section 7.04 and Section 11.03(c), the assets may be disposed of by distribution to Members, public or private sale on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members associated with such Series.
3. All other terms and conditions of the Operating Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
     
MANAGING MEMBER:
 
 
 
OTIS WEALTH, INC.
 
 
 
 
By:
/s/ Keith Marshall
 
 
Keith Marshall
President, Secretary, Treasurer & Sole Director