Form D
An SEC filing required within 15 days when a company sells securities under a Regulation D private placement exemption.
What is Form D?
Form D is a notice filing that companies must submit to the SEC within 15 calendar days of the first sale of securities made under a Regulation D private placement exemption—most commonly Rule 504, Rule 506(b), or Rule 506(c). The form discloses basic information about the offering including the issuer's identity, the type of securities, the offering size, and whether general solicitation was used (permitted only under Rule 506(c) to accredited investors). Form D does not require SEC approval or registration; it is simply a notification that a private offering is occurring. All Form D filings are publicly available through the SEC's EDGAR database.
Example
A technology startup raises $5 million from 12 accredited investors under Rule 506(b) of Regulation D, which exempts the offering from SEC registration requirements. Within 15 days of the first sale, the startup files Form D with the SEC via EDGAR, disclosing the offering amount, the number of investors, and that no general solicitation was used.
Source: SEC — Form D and Regulation D