Q3 Form D counts can match while the fund list changes
Three 2026 Form D notices yield two Q3 records under either date field, but different funds. Exact filings reveal the change in membership and sale status.
Three original Form D notices produce two Q3 records whether they are grouped by SEC filing date or by acceptance date. Yet the two lists contain different funds. A quarterly total can reconcile while the underlying research pipeline changes.
The comparison uses a purposive sample of three notices around the June–July, July–August and September–October 2026 boundaries. It tests the same records under both date fields, rather than estimating how often this happens across EDGAR. The SEC indexes and the original submission headers agree on each date pair.
The same quarterly count, different funds
Red-SO-0327 Fund I, a series of Platform Funds 2026, LP was accepted on June 30 at 21:55:28 and carries a July 1 filing date. It enters a July–September list built from filing dates, while its acceptance date places it in Q2.
Legend Capital Ventures III, LLC was accepted on Friday, July 31 at 18:35:30 and filed on Monday, August 3. Its month changes by three calendar days; its quarter remains Q3.
Tailwater E&P Fund III SMA-S LP was accepted on September 30 at 21:43:34 and carries an October 1 filing date. Acceptance puts it in Q3; filing date puts it in Q4.
For these three records, the filing-date Q3 list therefore contains Red-SO and Legend. The acceptance-date Q3 list contains Legend and Tailwater. Only Legend is common to both. All three records change month, while two cross a quarter boundary in opposite directions. Those offsetting changes leave the quarterly count unchanged.
For an LP research team reconciling two fund-monitoring lists, the practical question is which vehicles each list contains. Agreement on a headline total would miss the substitution. An August filing-date search would also surface Legend where a July acceptance-date search had already placed it.
The substitution changes the fundraising-stage picture
The notices describe different stages. Red-SO reports a June 29 first sale, $174,000 sold and 21 investors. Its stated offering amount is also $174,000, with zero remaining. Legend reports a June 12 first sale, $1.5 million sold and ten investors, alongside an indefinite offering amount.
Tailwater reports that a first sale had yet to occur, with zero sold and zero investors. Thus the filing-date Q3 pair comprises two notices reporting earlier first sales and positive sales amounts. The acceptance-date pair combines Legend with a notice preceding a first sale.
That difference directs the next research task. Following Red-SO means examining the offering already described in its sales declaration; following Tailwater means looking for subsequent evidence that a first sale occurred. Neither record establishes that an allocation is currently available. The dates and reported amounts also cannot be combined into a measure of Q3 capital inflows: both stated first sales occurred in June, while Tailwater declares none.
The September fund-notice comparison explains daily placement differences that remain within one month. These boundary cases show why a monthly or quarterly reconciliation also needs the actual membership and first-sale fields.
What the timing framework establishes
The SEC’s 2023 release on filing cutoffs explains the general same-business-day versus next-business-day framework around 5:30 p.m. Eastern, subject to specified exceptions. Its footnote distinguishes the rule’s reference to a direct transmission commencing from the simplified submission-time description.
The acceptance timestamps above are observations in the SEC records. They do not independently establish when transmission began, whether a filing met a legal deadline or why a filer chose a time. The result here is narrower: these three original notices have different period membership under two disclosed date fields. Retaining both fields preserves the named-fund history that an aggregate count alone conceals.