Definition
Form D
The notice an issuer files with the SEC after selling securities under a Reg D exemption.
Form D is a short electronic notice filed with the SEC to claim a Regulation D exemption, due within 15 days of the first sale of securities. It discloses the issuer's identity and address, the exemption relied on, the offering size, the amount sold, and whether any non-accredited investors participated. It is a notice filing, not an application, and the SEC does not approve it. Filing is required for each SPV that raises under Reg D, which is a recurring obligation sponsors running many vehicles routinely overlook. Form D filings are public, so an SPV's existence and offering size become searchable on EDGAR, a consequence sponsors expecting confidentiality should understand in advance.