Form D

Form D is the brief notice a company files with the SEC after it sells securities under Regulation D (Rule 504 or Rule 506) or under Section 4(a)(5) of the Securities Act. It is not an offering document and is not reviewed. It records who the issuer is, who its executive officers, directors, and promoters are, which exemption it claims, the size of the offering, how much has been sold, and any sales commissions paid.

When it is filed

Under Rule 503, a Form D is due within 15 calendar days after the first sale in the offering. The SEC treats the date of first sale as the date the first investor is irrevocably committed to invest, which can come before any money moves. When the deadline falls on a weekend or a federal holiday it rolls to the next business day.

An amendment is required to correct a material mistake, to reflect certain changes in the information reported, and annually, on or before the anniversary of the original filing, for as long as the offering continues.

Form D is filed electronically on EDGAR. The SEC charges no fee for it. The filing is public, so the amount raised and the names of officers and directors can be read by anyone.

The states

Securities sold under Rule 506 are covered securities, so states may not require them to be registered, but most require a notice filing, usually a copy of the Form D, and a fee. Most states accept these through NASAA's Electronic Filing Depository. Rule 504 offerings are not covered securities and remain subject to state registration. See blue-sky-laws.

Consequences of not filing

Filing a Form D is not a condition of the Regulation D exemption itself. A company that is enjoined by a court for failing to file, however, loses the use of Regulation D for future offerings under Rule 507, and missed state notice filings carry their own penalties.

Why it matters to marketing

The Form D is where a private raise becomes visible. Journalists, competitors, and data services read new filings, so the first public mention of an amount raised often comes from the filing rather than the company. A company running a Reg A+ or Reg CF raise alongside a Regulation D round should expect its Form D to be read against its public campaign.

Further reading

• Running Reg A+ and Reg D at once
• Advertising rules by exemption
• Blue sky preemption in Reg A
• securities-offering-exemptions-compared

This page is general information about securities rules, not legal advice. Deadlines, the date of first sale, and state notice requirements for a particular offering are questions for the company's securities counsel.