Form990-PF
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Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021
Name of foundation
LIMESTONE FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)GOULSTON STORRS 400 ATLANTIC A
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BOSTON, MA02110
A Employer identification number

47-7017224
B Telephone number (see instructions)

(617) 482-1776
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$65,520,982J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 1,710,881 1,710,195  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 4,160,024
b Gross sales price for all assets on line 6a 8,404,319
7 Capital gain net income (from Part IV, line 2)... 4,160,024
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 42,175 25,053 18,085
12 Total. Add lines 1 through 11........ 5,913,080 5,895,272 18,085
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0 0 0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 27,224 27,224 0 0
c Other professional fees (attach schedule).... Click to see attachment 552,994 309,464 0 243,530
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 120,107 100,107 0 0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 315,368 233,872 0 0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,015,693 670,667 0 243,530
25 Contributions, gifts, grants paid....... 1,960,000 1,960,000
26 Total expenses and disbursements. Add lines 24 and 25 2,975,693 670,667 0 2,203,530
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 2,937,387
b Net investment income (if negative, enter -0-) 5,224,605
c Adjusted net income (if negative, enter -0-)... 18,085
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 893 1,250 1,250
2 Savings and temporary cash investments......... 1,538,799 3,180,881 3,179,104
3 Accounts receivable bullet262,641
Less: allowance for doubtful accounts bullet   1,048,241 262,641 262,641
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 5,403,010 Click to see attachment5,917,381 10,936,200
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 33,512,557 Click to see attachment35,078,734 51,141,787
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 41,503,500 44,440,887 65,520,982
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment50 Click to see attachment50
23 Total liabilities (add lines 17 through 22)......... 50 50
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 41,503,450 44,440,837
29 Total net assets or fund balances (see instructions)..... 41,503,450 44,440,837
30 Total liabilities and net assets/fund balances (see instructions). 41,503,500 44,440,887
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
41,503,450
2
Enter amount from Part I, line 27a .....................
2
2,937,387
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
44,440,837
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
44,440,837
Form 990-PF (2021)
Form 990-PF (2021)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a LONG TERM PARTNERSHIP CAPITAL GAIN P    
b SHORT TERM PARTNERSHIP CAPITAL GAIN P    
c SECTION 1231 LOSS P    
d SECTION 1256 GAIN P    
e GAIN FROM PFICS P    
LONG TERM SALE OF INVESTMENT P    
SHORT TERM SALE OF INVESTMENT P    
LOSS ON DISPOSAL OF K-1: PARK STREET CAPITAL PRIVATE EQUITY FUND VI LP P    
GAIN ON DISPOSAL OF PARTNERSHIP K-1S P    
CAPITAL GAINS DIVIDENDS P    
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 1,604,582     1,604,582
b 86,636     86,636
c     5,405 -5,405
d 12,429     12,429
e 1,633,981   1,275,000 358,981
3,015,052   1,406,873 1,608,179
1,856,229   1,548,250 307,979
    8,767 -8,767
4,263     4,263
191,147     191,147
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       1,604,582
b       86,636
c       -5,405
d       12,429
e       358,981
      1,608,179
      307,979
      -8,767
      4,263
      191,147
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 4,160,024
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 72,622
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 72,622
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 58,878
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 70,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 128,878
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 56,256
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet56,256 RefundedBullet 11 0
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XIV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMA
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletGOULSTON STORRS PC Telephone no.bullet (617) 482-1776

    Located atbullet400 ATLANTIC AVENUEBOSTONMA ZIP+4bullet021103333
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2021, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet
    Part VI-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
     
    No
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)? ......................
    1a(5)
     
    No
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.) ...............
    1a(6)
     
    No
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
    1b
     
     
    c
    ........bullet
    d
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2021? .............
    1d
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2021.) .....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........
    5b
     
     
    c
    .........bullet
    d
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant? .................
    5d
     
     
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract? .............................
    6a
     
    No
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    7a
     
    No
    b
    If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .........................
    8
     
    No
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    ELIZABETH DEKNATEL TRUSTEE
    2.00     		0 0 0
    400 ATLANTIC AVE
    BOSTON,MA021103333
    MARIA DEKNATEL TRUSTEE
    2.00     		0 0 0
    400 ATLANTIC AVE
    BOSTON,MA021103333
    GABRIEL DEKNATEL TRUSTEE
    2.00     		0 0 0
    400 ATLANTIC AVE
    BOSTON,MA021103333
    ALAN ROTTENBERG TRUSTEE
    2.00     		0 0 0
    400 ATLANTIC AVE
    BOSTON,MA021103333
    DAVID WOOD TRUSTEE
    2.00     		0 0 0
    400 ATLANTIC AVE
    BOSTON,MA021103333
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    MOTT PHILANTHROPIC GRANTS MANAGEMENT 211,586
    800 BOYLSTON STREET
    BOSTON,MA021998129
    GOULSTON & STORRS INVESTMENT/CUSTODIAL/LEGAL 147,548
    400 ATLANTIC AVENUE
    BOSTON,MA021103333
    CAMBRIDGE ASSOCIATES INVESTMENT/CUSTODIAL 123,693
    100 SUMMER STREET
    BOSTON,MA02115
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part VIII-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 NONE - GRANT MAKING ORGANIZATION 0
    2  
    3  
    4  
    Part VIII-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 NONE - GRANT MAKING ORGANIZATION 0
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    60,202,703
    b
    Average of monthly cash balances.......................
    1b
    2,035,254
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    62,237,957
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    62,237,957
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    933,569
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    61,304,388
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    3,065,219
    Part X
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part IX, line 6..................
    1
    3,065,219
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    72,622
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    72,622
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    2,992,597
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    2,992,597
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
    7
    2,992,597
    Part XI
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 2,992,597
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2021:
    a From 2016...... 15,484
    b From 2017......  
    c From 2018......  
    d From 2019...... 364,994
    e From 2020...... 1,319,697
    f Total of lines 3a through e ........ 1,700,175
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 2,203,530
    a Applied to 2020, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2021 distributable amount..... 2,203,530
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2021. 789,067 789,067
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 911,108
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2016 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		911,108
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018....  
    c Excess from 2019....  
    d Excess from 2020.... 911,108
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2021, enter the date of the ruling ....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part IX, line 6 for each year listed ..     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XIV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    BALLOT INITIATIVE STRATEGY CENTER FOUNDATION
    1815 ADAMS MILL ROAD NW NO 300
    WASHINGTON,DC20009     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 20,000
    BETH ISRAEL DEACONESS MEDICAL CENTER
    330 BROOKLINE AVE
    BOSTON,MA02215     		NONE 509(A)(1) GENERAL SUPPORT IN MEMORY OF SIDNEY & MIRIAM STONEMAN 10,000
    BOSTON SYMPHONY ORCHESTRA
    301 MASSACHUSETTS AVE
    BOSTON,MA02115     		NONE 509(A)(1) GENERAL SUPPORT IN MEMORY OF SIDNEY & MIRIAM STONEMAN 5,000
    BROOKLINE COMMUNITY FOUNDATION
    40 WEBSTER PL
    BROOKLINE,MA02445     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 20,000
    BROOKLINE FOOD PANTRY
    210 HARVARD ST
    BROOKLINE,MA02446     		NONE 509(A)(1) GENERAL SUPPORT 5,000
    CENTER FOR POPULAR DEMOCRACYBLACK ORGANIZING FOR COMMUNITIES
    449 TROUTMAN STREET SUITE A
    BROOKLYN,NY11237     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 20,000
    CENTER ON BUDGET AND POLICY PRIORITIES
    820 FIRST STREET NE SUITE 510
    WASHINGTON,DC20002     		NONE 501(A)(1) GENERAL OPERATING SUPPORT 450,000
    COMMUNITY FOUNDATION OF LOUISVILLE
    325 W MAIN STREET 1110
    LOUISVILLE,KY40202     		NONE 509(A)(1) GENERAL OPERATIONS 15,000
    ENDEAVOR GLOBAL INC
    900 BROADWAY STE 301
    NEW YORK,NY10003     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 5,000
    FAITH IN ACTION
    999 NORTH CAPITOL STREET NE SUITE
    200
    WASHINGTON,DC20002     		NONE 501(A)(1) GENERAL OPERATING SUPPORT 50,000
    FUND FOR CONSTITUTIONAL GOVERNMENT FINANCIAL ACCOUNTABILITY AND CORPORATE
    122 MARYLAND AVENUE NE
    WASHINGTON,DC20002     		NONE 509(A)(1) THE FACT COALITION 20,000
    GEORGIA BUDGET AND POLICY INSTITUTE INC
    50 HURT PLZ SE STE 720
    ATLANTA,GA30303     		NONE 509(A)(2) GENERAL OPERATING SUPPORT 75,000
    HOPEWELL FUND
    1201 CONNECTICUT AVE NW SUITE 300
    WASHINGTON,DC20036     		NONE 509(A)(1) MOVEMENT COOPERATION 20,000
    INSTITUTE ON TAXATION AND ECONOMIC POLICY
    1616 P STREET NW
    WASHINGTON,DC20036     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 50,000
    JEWISH ARTS COLLABORATIVE
    1320 CENTRE STREET SUITE 201
    NEWTON,MA02459     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 5,000
    KANSAS ACTION FOR CHILDREN INC
    709 S KANSAS AVE STE 200
    TOPEKA,KS66603     		NONE 509(A)(1) GENERAL OPERATIONS 200,000
    KENTUCKY COALITION INC
    131 N MILL ST
    SASSER,KY40741     		NONE 509(A)(1) GENERAL OPERATIONS 120,000
    KENTUCKY PUBLIC RADIO
    619 SOUTH 4TH STREET
    LOUISVILLE,KY40202     		NONE 509(A)(1) THE CENTER FOR INVESTIGATIVE REPORTING 10,000
    MASSACHUSETTS COMMUNITIES ACTION NETWORK
    14 CUSHING AVENUE
    DORCESTER,MA02125     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 10,000
    MONTANA BUDGET AND POLICY CENTER
    101 N LAST CHANCE GULCH STE 220
    HELENA,MT59601     		NONE 509(A)(2) GENERAL OPERATING SUPPORT 50,000
    MOUNTAIN ASSOCIATION FOR COMMUNITY ECONOMIC DEVELOPMENT (KCEP)
    433 CHESTNUT STREET
    BEREA,KY40403     		NONE 509(A)(1) KENTUCKY CENTER FOR ECONOMIC POLICY 355,000
    NEW VENTURE FUNDAMERICANS FOR TAX FAIRNESS
    1201 CONNECTICUT AVE NW SUITE 300
    WASHINGTON,DC20036     		NONE 509(A)(1) AMERICANS FOR TAX FAIRNESS 35,000
    NEW YORK WOMEN'S FOUNDATION
    39 BROADWAY 23RD FLOOR
    NEW YORK,NY10006     		NONE 509(A)(1) GENERAL OPERATIONS 15,000
    OKLAHOMA POLICY INSTITUTE
    907 S DETROIT AVE STE 1005
    TULSA,OK74120     		NONE 509(A)(2) GENERAL OPERATING SUPPORT 50,000
    THE AMERICAN PROSPECT
    1225 EYE ST NW SUITE 600
    WASHINGTON,DC20005     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 100,000
    THE COMMONWEALTH INSTITUTE FOR FISCAL ANALYSIS
    1329 E CARY STREET SUITE 202
    RICHMOND,VA23219     		NONE 509(A)(2) GENERAL OPERATING SUPPORT 75,000
    THE URBAN INSTITUTE
    2100 M ST NW
    WASHINGTON,DC20037     		NONE 509(A)(2) TAX POLICY CENTER 50,000
    TIDES CENTER
    1013 TORNEY AVENUE
    SAN FRANCISCO,CA94129     		NONE 509(A)(1) FLORIDA RIGHTS RESTORATION COALITION EDUCATION FUND 25,000
    WEST VIRGINIA CENTER ON BUDGET AND POLICY INC
    723 KANAWHA BLVD E STE 300
    CHARLESTON,WV25301     		NONE 509(A)(2) GENERAL OPERATING SUPPORT 50,000
    NAGEL AND ASSOCIATESECONOMIC OPPORTUNITY FUNDERS
    2704 SEVIER STREET
    DURHAM,NC27705     		NONE 509(A)(1) GENERAL OPERATING SUPPORT 15,000
    STATE POWER FUND
    25 E BOARDMAN ST STE 428
    YOUNGSTOWN,OH44503     		NONE 201(C)(3) GENERAL OPERATING SUPPORT 20,000
    WILLIAM J BRENNAN JR CENTER FOR JUSTICE INC
    120 BROADWAY SUITE 1750
    NEW YORK,NY10271     		NONE   GENERAL OPERATING SUPPORT 10,000
    Total .................................bullet 3a 1,960,000
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments ....          
    3 Interest on savings and temporary cash
    investments ...........     		         
    4 Dividends and interest from securities ....          
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income .....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 4,160,024  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aPARTNERSHIP PASSTHROUGH     		523000 -963 14 25,010  
    bFEDERAL TAX REFUNDS     14 18,085  
    cMISCELLANEOUS RECEIPTS     14 43  
    d
    e
    12 Subtotal. Add columns (b), (d), and (e) .. -963 5,914,043 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    5,913,080
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below?
    See instructions.
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2021)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2021 AccountingFeesSchedule
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES - TAX PREP 27,224 27,224 0 0

    TY 2021 GeneralExplanationAttachment
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Identifier Return Reference Explanation
    INFORMATION ABOUT DIRECTORS & OFFICERS FORM 990-PF, PART VIII, LINE 1 THE DIRECTORS & OFFICERS OF THE FOUNDATION RECEIVE NO COMPENSATION, BENEFITS OR ANY AMOUNTS FOR SERVING AS DIRECTORS. THE HOURS DEVOTED WERE ON A PART-TIME BASIS, AS NEEDED.

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Name of Stock End of Year Book Value End of Year Fair Market Value
    DOMESTIC EQUITY 5,917,381 10,936,200

    TY 2021 InvestmentsOtherSchedule2
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    DOMESTIC BONDS AT COST 7,557,345 7,760,019
    GLOBAL EQUITY AT COST 8,986,081 11,892,598
    HEDGE FUNDS AT COST 9,459,091 19,877,973
    PRIVATE INVESTMENTS AT COST 9,076,217 11,611,197

    TY 2021 OtherExpensesSchedule
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DEDUCTIONS AND LOSSES FROM PASSTHROUGHS 314,750 233,254 0 0
    MISC EXPENSES 118 118 0 0
    FILING FEES 500 500 0 0


    TY 2021 OtherIncomeSchedule2
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PARTNERSHIP PASSTHROUGH 24,047 25,010 0
    FEDERAL TAX REFUNDS 18,085   18,085
    MISCELLANEOUS RECEIPTS 43 43 0


    TY 2021 OtherLiabilitiesSchedule
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Description Beginning of Year - Book Value End of Year - Book Value
    MOTT FUNDS 50 50


    TY 2021 OtherProfessionalFeesSchedule
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT 193,860 193,860 0 0
    MOTT PHILANTHROPIC 211,586 0 0 211,586
    GOULSTON & STORRS FEES 101,202 69,258 0 31,944
    TRUSTEE FEES 46,346 46,346 0 0


    TY 2021 TaxesSchedule
    Name:
    LIMESTONE FOUNDATION
    EIN:
    47-7017224
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES 100,107 100,107 0 0
    FEDERAL EXCISE TAX 20,000 0 0 0