SEC Form D

What Is SEC Form D?

SEC Form D is a filing with the Securities and Exchange Commission (SEC). It is required for some companies selling securities in a Regulation (Reg) D exemption or with Section 4(a)(5) exemption provisions.

Form D is a short notice detailing basic information about the company for investors in the new issuance. Such information may include the size and date of the offering, along with the names and addresses of a company's executive officers. This notice is in lieu of more traditional, lengthy reports when filing a non-exempt issuance.

Form D must be filed no later than 15 days after the first sale of securities, and must be filed annually if the offering reported on the original Form D is continuing on the anniversary date of the previous filing. Late filing penalties can be assessed, which vary state by state.

Key Takeaways

  • Form D, also known as the Notice of Sale of Securities, is required by the SEC for companies selling securities in a Regulation (Reg) D exemption or with Section 4(6) exemption provisions.
  • Form D details basic information or essential facts about the company for investors.
  • Form D is a requirement under Regulation D, which governs private placements of securities.
  • A private placement is a capital-raising event that involves the sale of securities to a relatively small number of select investors.

Understanding SEC Form D

Form D is also known as the Notice of Sale of Securities and is a requirement under Regulation D, Section 4(6), and/or the Uniform Limited Offering Exemption of the Securities Act of 1933.

This act, often referred to as the "truth in securities" law, requires that these registration forms, providing essential facts, are filed to disclose important information on a deal to partial owners—even in this less traditional form of registration of a company's securities. Form D helps the SEC achieve the objectives of the Securities Act of 1933, requiring that investors receive appropriate data prior to purchasing. It also helps prohibit fraud in the sale.

SEC Form D and Private Placements

Regulation D governs private placements of securities. A private placement is a capital-raising event that involves the sale of securities to a relatively small number of select investors. These investors are often accredited and can include large banks, mutual funds, insurance companies, pension funds, family offices, hedge funds, and high and ultra-high net worth individuals. As these investors usually have significant resources and experience, standards and requirements for a private placement are often minimal, in contrast with a public issue.

In a public issue or traditional IPO, the issuer (private company going public) collaborates with an investment bank or underwriting firm. This firm or syndicate of firms helps determine what type of security to issue (e.g., common and/or preferred shares), the number of shares to issue, the best offering price for the shares, and the perfect time to bring the deal to market. As traditional IPOs are often purchased by institutional investors (who then are able to allocate portions of shares to retail investors), it is critical that such public issuances provide thorough information to help less experienced investors fully understand the potential risks and rewards of partially owning the company.

Article Sources
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  1. U.S. Securities and Exchange Commission. "Filing a Form D Notice."

  2. North American Securities Administrators Association. "Uniform Limited Offering Exemption."

  3. U.S. Government Publishing Office. "Securities Act of 1933."

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