What is Form D?

Form D is a notice, not a registration: it is not an application to register the securities. It is filed online through the SEC’s EDGAR system within 15 days of the first sale, counted from the day the first investor is irrevocably committed, and amendments are filed the same way. The SEC charges no fee. Funds raising under Rule 506(b) or 506(c) file one.

Say a fund admits its first investors on March 1 in a $200 million raise. Its Form D is due within 15 days, by March 16, and states the amount offered and the amount sold so far. Simple example. Terms vary by fund.

Form D filings are public, so they are often the first sign that a fund has started raising money, and of how much it has taken in.