Form D Filings

What Is SEC Form D?

SEC Form D is a filing required when an issuer relies on certain exemptions from Securities Act registration under Regulation D, including Rules 504, 506(b), and 506(c). It is filed with the SEC as a notice of an exempt offering and includes key facts about the issuer, related persons, and the terms of the offering.

This form is typically filed when a company, fund, or other issuer sells securities without registering the offering with the SEC under a qualifying Regulation D exemption. The filing is event-driven rather than periodic, and it is commonly used in private placements involving accredited investors, pooled investment funds, venture financings, and similar capital raises. Filers often review a broader SEC Forms Index to place Form D within the larger SEC filing framework.

Form D ensures transparency by providing regulators and the market with notice that securities are being offered under an exempt registration pathway. While it does not register the securities being sold, it helps document the claimed exemption and basic offering details. It is also often reviewed alongside recent SEC filings when tracking private offering activity and issuer disclosure patterns.

Key elements typically found in SEC Form D include:

• Name of the issuer and principal place of business
• Names and addresses of related persons
• Industry group and issuer size information
• Federal exemption and applicable Regulation D rule relied upon
• Date of first sale and offering duration details
• Total offering amount, amount sold, and investor-related information

SEC Form D Filing Deadlines

SEC Form D has specific timing requirements that issuers must follow once the first sale of securities has occurred in an offering relying on Regulation D. These deadlines are important to support compliance with the notice-filing requirements applicable to exempt offerings.

Key Things to Know About Form D Filing Rules

• Form D Is a Notice Filing: Form D does not register securities with the SEC. It is a notice filing used when an issuer relies on a qualifying exemption from registration under Regulation D.
• Timing Is Based on the first sale: In general, the filing is due within 15 calendar days after the date of the first sale, which is the date the first investor is irrevocably contractually committed to invest.
• Amendments May Be Required: A Form D amendment may be required when certain information changes or when an offering continues for more than 12 months.
• Filed Electronically With the SEC: Form D is filed online through the SEC, and the SEC does not charge a filing fee for the notice or an amendment.
• State Notice Filings May Still Apply: Even when a federal Regulation D exemption is available, states may still require separate notice filings and fees.

To monitor exempt offerings, private placements, and related filing activity, our platform, SEC Edgar Search, helps you track key SEC filings like Form D and related exempt-offering submissions, helping you stay informed about issuer fundraising activity. Check our SEC filers database to view the full list of SEC filers.