SEC Form D FAQ

SEC Form D is a notice filed with the Securities and Exchange Commission by companies selling securities without registration under Regulation D. It's required within 15 days of the first sale of securities in a private placement.

Form D provides basic information about:

• The company (issuer) name and address
• The amount of money being raised
• The type of securities offered
• The exemption being claimed (506(b), 506(c), etc.)
• Related persons (executives, directors, promoters)

Companies raising capital through private placements under Regulation D must file Form D. This includes:

• Startups raising venture capital or angel investment
• Private equity funds raising from institutional investors
• Hedge funds accepting new investor capital
• Real estate syndications pooling investor money for property purchases
• Oil and gas drilling programs offering working interests

Rule 506(b):

• No general solicitation or advertising allowed
• Can accept up to 35 non-accredited but sophisticated investors
• Unlimited accredited investors
• Self-certification of accredited status is acceptable

Rule 506(c):

• General solicitation and advertising IS permitted
• ALL investors must be verified accredited investors
• Verification requires documentation (tax returns, bank statements, etc.)

Follow this verification checklist:

• Search for the Form D filing on The Marketcast or SEC EDGAR
• Verify details match what the promoter told you
• Check for amendments - frequent amendments can indicate issues
• Research the executives listed as related persons
• Search SEC enforcement actions for the company and individuals

Watch out for these warning signs:

• Multiple amendments in short periods
• Unrealistic offering amounts relative to company size
• Missing or incomplete information
• Executives with prior enforcement actions
• No minimum investment specified

An accredited investor is an individual or entity that meets SEC wealth or income thresholds:

• Income over $200,000 ($300,000 joint) for the past two years
• OR net worth over $1 million, excluding primary residence
• OR certain professional certifications (Series 7, 65, or 82)

A Pooled Investment Fund is a collective investment vehicle that pools money from multiple investors. This includes:

• Hedge funds - active trading strategies
• Private equity funds - buying and improving companies
• Venture capital funds - investing in startups
• Real estate funds - investing in property portfolios

The Marketcast updates Form D data daily as new filings are published to SEC EDGAR.

• Companies must file within 15 days of first sale
• Amendments are required annually if offering continues
• Database contains 447,000+ filings from 2008 to present