Form D
The notice a fund files with the SEC after its first sale under Regulation D.
It is filed within fifteen days of the first sale and discloses basic facts about the offering and the manager. States may require their own notice filings, often called blue sky filings.
A sale occurs for Form D purposes when the first investor becomes irrevocably committed, which is often the first close. The filing is made electronically on the SEC's EDGAR system, so the manager needs EDGAR access codes before the deadline.
Form D filings are public and show the fund's name, related persons, amount sold and number of investors. Funds must amend the filing annually while the offering continues and when certain information changes. Each state where investors live may require a notice filing and fee.
Worked example
A fund holds its first close on 3 March, when its first LP becomes irrevocably committed. The fund's counsel files Form D on EDGAR on 12 March, within the 15 calendar day deadline, and makes notice filings in the four states where its first investors live.
Common questions about Form D
When is Form D due?
Within 15 calendar days after the first sale of securities in the offering, which is usually when the first investor is irrevocably committed. If the deadline falls on a weekend or holiday it moves to the next business day.
Is a Form D filing public?
Yes. Anyone can search Form D filings on the SEC's EDGAR database, which is why LPs and journalists often use them to track new funds.