Private placements (Form D)

What it is

A company or fund that sells shares or other securities privately, without registering them with the SEC, files a short notice called Form D, usually within 15 days of the first sale. It names the issuer, the industry, how much it is trying to raise, how much it has sold so far, how many investors have put money in, and the officers, directors and promoters. Most are funds raising money from wealthy investors. Startups raising a funding round and listed companies raising money privately file them too.

Who files it

The issuer, or its law firm. The SEC does not review or approve the offering.

How current

We collect new filings every night. For older years we use the quarterly data sets the SEC publishes.

Terms

Form DThe short notice a company or fund files with the SEC when it sells securities privately, without registering them. It is due within 15 days of the first sale. The SEC does not review or approve the offering.Rule 506Rule 506 of Regulation D lets a company raise an unlimited amount privately. Under 506(b) it cannot advertise and sells mainly to accredited investors; under 506(c) it may advertise but must check that every buyer is accredited.Total soldThe amount the company says it has sold so far, as of the filing. An amendment replaces the figure in the filing before it, so the amounts of one offering are never added up. The SEC does not check it.Pooled fundA hedge fund, private equity fund, venture capital fund or similar vehicle that pools money from investors. About two thirds of Form D filings are from these funds.

Worth knowing

A Form D is a notice, not an approval: the SEC does not check the figures, and they are what the issuer typed. Total sold is the amount so far at the time of the filing, and an amendment replaces the figure of the filing before it, so the amounts of one offering must not be added up. Some issuers write Indefinite for the size of the offering. About two thirds of filings come from pooled investment funds (hedge, private equity and venture funds), which are hidden here unless you ask, so that the page starts with companies. The form says how many investors there are, not who they are, and the people named are listed as filed. A listed company's Form D can be for a subsidiary or a fund it manages.

Not to be confused with

IPO filings: an IPO registration (Form S-1) is an offering to the public. A Form D is a private offering, with no registration.

All of this comes from public filings.