Form D

Jurisdiction and status

Form D is required by Rule 503 of Regulation D and prescribed at 17 CFR 239.500 under the US Securities Act of 1933. The form rule was last amended by a release published on 21 November 2016 (81 FR 83553). Filings are made electronically on EDGAR and the SEC charges no filing fee for a Form D or an amendment.

States cannot require registration of Rule 506 offerings, which are covered securities under section 18(b)(4)(F) of the Securities Act, but they may require notice filings substantially similar to the federal filing, copies of documents filed with the SEC, a consent to service of process and fees (section 18(c)(2)).

Deadlines and amendments

Under the form's instructions, the date of first sale is the date on which the first investor is irrevocably contractually committed to invest, which, depending on the contract, could be the date the issuer receives the investor's subscription agreement. The instructions also state that a mandatory capital commitment call is not a new offering and needs no new Form D. For a closed-end fund the date therefore follows the first binding commitment, typically at the first close, not a capital call. An issuer may also file before its first sale once it has decided to make the offering.

What a Form D discloses

The form identifies the issuer and its principal place of business; its related persons (executive officers, directors, promoters and, for a fund, the general partner or managing member); the industry group, with a pooled-investment-fund category subdivided into hedge, private equity, venture capital and other funds; the federal exemptions and exclusions claimed, including Rule 506(b), Rule 506(c) and Investment Company Act section 3(c); the minimum investment accepted; sales compensation paid to brokers or placement agents; the total offering amount and total amount sold; and the number of investors, including any non-accredited investors. Funds may enter "Decline to Disclose" for their aggregate net asset value range.

Using Form D as a data source

Analysts use Form D filings to detect fund launches and first closes, track fundraising progress through amendments, identify placement agents, and map the general partners and related entities behind a manager. The data need careful reading:

• A filing shows that at least one sale has occurred; it does not show that a fund has reached its target size or held a final close.
• "Total offering amount" may be reported as indefinite. The instructions say the offering and sold amounts include cash to be paid in the future under mandatory capital commitments, so for a closed-end fund the amount sold reflects commitments rather than capital paid in; read any clarification the filer gives.
• A change only in the amount sold or in the number of investors does not by itself require an amendment, so between annual amendments a filing can understate the raise.
• Feeder funds, parallel funds and other vehicles in the same fund programme often file separately, so summing filings can double-count one raise.
• Offerings made without Regulation D, such as section 4(a)(2) placements outside the rule, leave no Form D trace.

Form D is a public record filed by the issuer, so it is a primary source for what the issuer reported, not independent verification of it.

Legal definition and market usage

Legally, Form D is a notice of reliance on an exemption. In market usage, "filed a Form D" is shorthand for "has started selling". A Form D is not SEC approval, does not mean the offering complied with Regulation D, and is not itself an exemption.

Not the same as

• Form ADV: Form ADV is filed by the investment adviser and describes the manager and its funds; Form D is filed by the issuer for each offering.
• Form 13F: Form 13F reports a manager's holdings of listed 13(f) securities; Form D reports an offering of the issuer's own securities.

Common mistakes

• Reading a Form D as SEC approval of the offering or the fund.
• Treating the filing date as the first close date. The notice is due within 15 calendar days after the first sale, and an issuer may also file before any sale.
• Adding up amounts sold across feeder and parallel vehicles of the same fund programme without checking for overlap.
• Assuming every private fund raise produces a Form D.

Edge cases

• Filing Form D is not among the conditions listed in Rule 506(b)(1) or (c)(1), so a failure to file does not by itself remove a Rule 506 exemption; but a court injunction for failure to file disqualifies the issuer, its predecessors and affiliates from Rules 504 and 506 unless the SEC waives the disqualification (Rule 507).
• A long-running evergreen or open-ended fund offering must file an annual amendment for as long as the offering continues.

Questions

Sources

1. 17 CFR 239.500 - Form D, notice of sales of securities under Regulation D and section 4(a)(5) of the Securities Act of 1933. U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror), eCFR current as of 2026-09-29; last amended 2016 (81 FR 83553, Nov. 21, 2016; eCFR version dated 2017-05-23). Status: in force (checked 2026-10-01). 17 CFR 239.500(a)(1), (a)(3)(i)-(iii), (b); source note (73 FR 10626, 2008; 76 FR 81806, 2011; 81 FR 83553, 2016-11-21) — supports: 15-calendar-day deadline incl. weekend/holiday rule and section 4(a)(5); material-mistake, change and annual amendments; changes solely in amount sold or number of investors excepted; EDGAR filing; last amended 2016
2. Filing a Form D notice. U.S. Securities and Exchange Commission, Page last updated 2026-03-17. Status: current (checked 2026-10-01). Filing a Form D notice (updated 2026-03-17) — supports: Filed on EDGAR within 15 days after first sale under Rule 504, 506 or section 4(a)(5); no filing fee
3. Private Placements under Regulation D - Updated Investor Bulletin. U.S. Securities and Exchange Commission, Office of Investor Education and Advocacy (Investor.gov), Undated on fetched page (accessed 2026-10-01). Status: current (checked 2026-10-01). Investor Bulletin: Private Placements under Regulation D — supports: Form D is not SEC approval; 15-day deadline
4. General solicitation - Rule 506(c). U.S. Securities and Exchange Commission, Page last updated 2026-03-17. Status: current (checked 2026-10-01). Rule 506(c) page — supports: Form D required within 15 days after first sale
5. 15 U.S.C. 77r - Exemption from State regulation of securities offerings (Securities Act s.18). U.S. Congress (US Code via LII), Current US Code text as published by LII (accessed 2026-10-01). Status: in force (checked 2026-10-01). Sec. 18(b)(4)(F), (c)(2) — supports: State notice filings for Rule 506 offerings
6. Form D - Notice of Exempt Offering of Securities (form and instructions, paper version). U.S. Securities and Exchange Commission, SEC1972 (5/17); OMB No. 3235-0076, expires 2027-07-31. Status: in force (checked 2026-10-01). General Instructions (Who must file; When to file; Filing fee); Item 3, Item 4, Item 5, Item 6, Item 7, Items 11-14 instructions — supports: Who files; date of first sale; filing before first sale permitted; capital calls not a new offering; no federal fee; related persons incl. GPs and managing members; industry groups; decline-to-disclose NAV range; exemptions and exclusions; minimum investment; sales compensation; amounts include future mandatory capital commitments; investor counts
7. 17 CFR 230.507 - Disqualifying provision relating to exemptions under Rules 504 and 506. U.S. Securities and Exchange Commission (CFR text via LII mirror of eCFR), 54 FR 11374 (1989-03-20), as amended 81 FR 83553 (2016-11-21). Status: in force (checked 2026-10-02). 17 CFR 230.507(a)-(b) — supports: Injunction for failure to comply with Rule 503 disqualifies issuer, predecessors and affiliates from Rules 504 and 506 unless the SEC waives
8. 17 CFR 230.506 - Exemption for limited offers and sales without regard to dollar amount of offering (Rule 506(b) and 506(c)). U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror), eCFR current as of 2026-09-29; last amended 2021-06-09. Status: in force (checked 2026-10-01). 17 CFR 230.506(b)(1), (c)(1) — supports: Rule 506 conditions incorporate Rules 501 and 502, not Rule 503

• Rule 506(b) vs Rule 506(c)
• First Close
• Fundraising Period
• Open-Source Intelligence (OSINT)
• Form ADV
• Placement Agent
• Regulation D (Reg D)

• Data Freshness
• Evidence Dates
• Form PF
• Special Purpose Vehicle (SPV)