Form D

A form filed by an operating company or investment fund that has completed a private placement of securities in reliance on an exemption from registration under Regulation D or Section 4(a)(5) of the Securities Act. The form requires the company to provide certain information about its private placement, including the amount and value of securities sold, whether broker-dealers were used and in what states the securities were offered and sold.

The form must be filed with the SEC and, if the offering is conducted under Rule 506 of Regulation D, with the securities administrators of each state where the blue sky laws require a notice filing.

For more on Form D, see Practice Note, Form D: Notice of Exempt Offering of Securities.