Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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2023 ETF Series Trust (Name of Issuer) |
Harrison Street Infrastructure Active ETF (Title of Class of Securities) |
900934795 (CUSIP Number) |
Jillian Varner 5050 S Syracuse St, Suite 1100 Denver, CO, 80237-2702 303-209-1045 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/30/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 900934795 |
| 1 |
Name of reporting person
Harrison Street Private Wealth LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,822,021.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
89.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 900934795 |
| 1 |
Name of reporting person
Harrison Street Real Assets Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,822,021.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
89.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Harrison Street Infrastructure Active ETF |
| (b) | Name of Issuer:
2023 ETF Series Trust |
| (c) | Address of Issuer's Principal Executive Offices:
234 WEST FLORIDA STREET, SUITE 700, MILWAUKEE,
WISCONSIN
, 53204. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Harrison Street Private Wealth LLC ("HSPW") and Harrison Street Real Assets Fund LLC ("VCRRX") (together, the "Reporting Persons"). The shares of Harrison Street Infrastructure Active ETF ("NFRX") are held by VCRRX. |
| (b) | The business address for each of HSPW and VCRRX is 5050 S. Syracuse Street, Suite 1100, Denver, CO 80237 |
| (c) | HSPW is a registered investment adviser. VCRRX is a registered investment company that is advised by HSPW. As such, HSPW may be deemed to have beneficial ownership of the shares of NFRX held by VCRRX. |
| (d) | During the last five years, neither HSPW, VCRRX, nor, to the knowledge of the Reporting Persons, without independent verification, any of the other persons specified in Instruction C to Schedule 13D, were convicted in a criminal proceeding. |
| (e) | During the last five years, neither HSPW, VCRRX, nor, to the knowledge of the Reporting Persons, without independent verification, any of the other persons specified in Instruction C to Schedule 13D, were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Both HSPW and VCRRX are Delaware limited liability companies. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of NFRX were purchased by VCRRX as a portfolio holding for an aggregate price of $99,999,927.23. The source of funds was the working capital of VCRRX. | |
| Item 4. | Purpose of Transaction |
The shares reported herein were acquired for investment purposes, in the ordinary course of business and not for the purpose of changing or influencing the control of NFRX. The Reporting Persons may seek to acquire additional securities of NFRX (which may include rights or securities exercisable, exchangeable or convertible into securities of NFRX) and/or may dispose of some or all of their shares, from time to time, by selling such shares on the secondary market or otherwise, depending on price, market liquidity, developments affecting NFRX, NFRX?s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors deemed relevant. The Reporting Persons intend to review their investment in NFRX on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or NFRX, including communicating with the board of trustees of NFRX (the "Board"), members of management or other security-holders of NFRX, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. The Reporting Persons may engage in discussions with management, the Board, and other securityholders of NFRX and other relevant parties or encourage, cause or seek to cause NFRX or such persons to consider or explore extraordinary corporate transactions, such as: a merger, acquisition or reorganization which could in the future result in, among other things, a de-listing or de-registration of shares; security offerings and/or stock repurchases by NFRX; sales or acquisitions of assets; changes to the capitalization or dividend policy of NFRX; or other material changes to NFRX's business or corporate structure, including changes in management or the composition of the Board. HSPW acts as NFRX's investment adviser. HSPW is responsible for the day-to-day management of NFRX operating under the direction of the Board of Trustees. Except as described in this Schedule 13D, the Reporting Persons, and, to the best knowledge of each of the Reporting Persons, without independent verification, the persons identified in Item 2, do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of March 13, 2026, VCRRX owns 3,822,021 shares NFRX, which accounts for 89.93% of total outstanding shares. This calculation is based on 4,250,000 total outstanding shares of NFRX, as reported to the Reporting Persons by NFRX's administrator as of March 12, 2026. |
| (b) | As of March 13, 2026, VCRRX owns 3,822,021 shares NFRX, which accounts for 89.93% of total outstanding shares. This calculation is based on 4,250,000 total outstanding shares of NFRX, as reported to the Reporting Persons by NFRX's administrator as of March 12, 2026. |
| (c) | VCRRX transacted in shares of NFRX as follows. On January 30, 2026, VCRRX purchased from an authorized participant 397,193 shares at an average price of $25.1767 per share. On February 2, 2026, VCRRX purchased from an authorized participant 399,520 shares at an average price of $25.03 per share. On February 5, 2026, VCRRX purchased from an authorized participant 390,320 shares at an average price of $25.62 per share. On February 6, 2026, VCRRX purchased from an authorized participant 386,996 shares at an average price of $25.84 per share. On February 9, 2026, VCRRX purchased from an authorized participant 383,729 shares at an average price of $26.06 per share. On February 10, 2026, VCRRX purchased from an authorized participant 378,931 shares at an average price of $26.39 per share. On February 12, 2026, VCRRX purchased from an authorized participant 1,485,332 shares at an average price of $26.93 per share. |
| (d) | Not Applicable |
| (e) | Not Applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of Schedule 13D is hereby amended and supplemented as follows: Exhibit No. Description EX-1 Joint Filing Agreement by and among HSPW and VCRRX |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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