Karmel Capital Management LLC

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
285796
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
KARMEL CAPITAL LLC
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
COMMISSIONER OF THE TENNESSEE DEPARTMENT OF COMMERCE AND INSURANCE AGAINST KARMEL CAPITAL FOUNDERS FUND II, LP
2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions: 
NONE
3.
Date Initiated (MM/DD/YYYY): 
03/25/2019
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
19-024
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Direct Investment(s) - DPP & LP Interest(s)
Other Product Types: 
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
FAILURE TO TIMELY FILE TENNESSEE BLUE SKY NOTICE AND RELATED.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Consent
11. Resolution Date (MM/DD/YYYY):
09/24/2019
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 500.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
NONE
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 

NONE
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
KARMEL CAPITAL MANAGEMENT LLC ("KCM") SERVES AS THE INVESTMENT ADVISER FOR KARMEL CAPITAL FOUNDERS FUND II, LP ("FFII"). KARMEL
CAPITAL LLC ("KCLLC") IS THE GENERAL PARTNER OF FFII AND SERVED AS THE INVESTMENT ADVISER FOR FFII UNTIL KCM REPLACED KCLLC. KCM IS
PARTIALLY OWNED OR INDIRECTLY OWNED BY SCOTT NEUBERGER AND JAMES BRAILEAN. KCLLC IS WHOLLY OWNED OR INDIRECTLY OWNED BY SCOTT
NEUBERGER AND JAMES BRAILEAN. IN OCTOBER 2018, FFII SOLD LIMITED PARTNER INTERESTS TO AN INVESTOR LOCATED IN TENNESSEE (THE "TN
SECURITIES TRANSACTION"). IN JANUARY 2019, FFII MADE A "BLUE SKY" FILING WITH THE STATE OF TENNESSEE (THE "STATE"). HOWEVER, THE BLUE
SKY FILING WAS NOT FILED IN A TIMELY MANNER. DUE TO THE LATE BLUE SKY FILING AND OTHER CONCERNS EXPRESSED BY THE STATE EXAMINER
REGARDING THE TN SECURITIES TRANSACTION, THE STATE PROPOSED THAT FFII ENTER INTO A CONSENT ORDER, WHICH ASSESSED A $500 CIVIL
PENALTY (THE "CONSENT ORDER"), AND FILE AN "ACCREDITED INVESTOR EXEMPTION," PURSUANT TO TENN. CODE ANN. § 48­1­103(B)(13), WITH
RESPECT TO THE TN SECURITIES TRANSACTION AS AN ALTERNATIVE TO THE ORIGINAL LATE BLUE SKY FILING. WHILE FFII DISAGREED WITH SEVERAL
OF THE CONSENT ORDER'S FINDINGS OF FACT AND CONCLUSIONS OF LAW, TO RESOLVE THE ISSUE IN AN EFFICIENT MANNER, FFII AGREED TO THE
CONSENT ORDER, PAID THE $500 PENALTY AND FILED THE "ACCREDITED INVESTOR EXEMPTION." THE CONSENT ORDER REPRESENTS THE COMPLETE
AND FINAL RESOLUTION OF, AND DISCHARGE OF ALL ADMINISTRATIVE AND CIVIL CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION BY THE
COMMISSIONER OF THE TENNESSEE DEPARTMENT OF COMMERCE AND INSURANCE AGAINST FFII FOR VIOLATIONS WITH RESPECT TO THE TN
SECURITIES TRANSACTION. ALTHOUGH FFII IS NOT TECHNICALLY AN ADVISORY AFFILIATE OF KCM, OUT OF AN ABUNDANCE OF CAUTION, A DRP
REGARDING FFII'S CONSENT ORDER IS BEING INCLUDED WITH THIS FILING. NONE OF KCM, KCLLC, MR. NEUBERGER OR MR. BRAILEAN, OR ANY OTHER
EMPLOYEE OF KCM OR KCLLC WAS A PARTY TO THE CONSENT ORDER OR SUBJECT TO ANY INVESTIGATION OR SANCTION RELATING TO THE TN
SECURITIES TRANSACTION.