What is Form D? SEC private placement notice
What is Form D? Form D is the short notice a company files with the US Securities and Exchange Commission (SEC) after it raises money in a private placement that is exempt from registration under Regulation D. Startups, private companies, and private funds use it. Form D is how an otherwise private offering leaves a public trail on SEC EDGAR. It is a notice of a sale that has already begun, not a request for permission. It is not investment advice.
Definition
Form D
is a brief SEC notice a company files after selling securities in an offering exempt under Regulation D, which covers Rules 504 and 506. It is due within 15 days of the first sale, is filed on EDGAR, and is a notice rather than an application the SEC reviews or approves. Source: SEC.
Who files a Form D?
Any issuer relying on the Regulation D exemption to raise capital without registering the offering. That includes early-stage companies raising a seed or venture round, and private funds admitting investors. Because these offerings skip the registration that a public issue requires, Form D is often the only public record that the raise happened.
When is Form D due?
A company must file Form D within 15 calendar days after the first sale of securities in the offering. The first sale is the date an investor becomes irrevocably committed to invest. If that fifteenth day lands on a weekend or federal holiday, the deadline rolls to the next business day. The filing is electronic, through EDGAR.
15 days
Deadline to file Form D after the first sale of securities in a Regulation D offering
Source: SEC, Regulation D
What a Form D does, and does not, mean
Form D is a notice. Filing it does not mean the SEC reviewed the offering or blessed it, and the exemption still depends on the issuer following Regulation D's conditions. What the form does give you is a dated public record: the issuer's identity, the exemption claimed, the offering size and amount sold, the investor count, and whether a broker or finder was involved. It is deliberately brief, nothing like the detail in a registered S-1 prospectus.
Where Form D fits
Form D marks the private-capital path, the opposite end from a public registration. On the public side, a US company files an S-1 to register an offering. In India, the closest private-raise analog is a preferential allotment, which follows SEBI's own disclosure route. To find any of these on the US system, see how to search SEC EDGAR.
Flock decodes filings into dated, source-linked records so you can see what was disclosed and when. What any of it means for your money is your call to make.
Frequently asked questions
Who files a Form D?
A company that raises money in a securities offering exempt from registration under Regulation D, which covers Rules 504 and 506. Startups, private companies, and private funds file it after selling securities to investors under that exemption. Source: SEC.
When is Form D due?
Within 15 calendar days after the first sale of securities in the offering. The first sale is when an investor becomes irrevocably committed to invest. If the fifteenth day falls on a weekend or holiday, the deadline moves to the next business day. Source: SEC.
Does filing a Form D mean the SEC approved the offering?
No. Form D is a notice, not an application. The SEC does not review or approve the offering, and the exemption depends on the issuer meeting Regulation D's conditions. The filing simply puts a public record of the private offering on EDGAR. Source: SEC.
What does a Form D disclose?
The issuer's identity, the exemption claimed, the size of the offering and amount sold, the number of investors, and whether any broker or finder was used. It is brief by design and does not include the detail of a registered prospectus. Source: SEC.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.