Recent Changes to Form D
Regulation D Exemption Process
sec-oig.gov
March 31, 2009
Report No. 459
[...]
page 16 of 72
Recent Changes to Form D
On September 15, 2008, the SEC put into effect a new version of Form D to:
• Clarify and simplify the reporting process;
• Ensure that pertinent information was required to be reported; and
• Eliminate the reporting of unnecessary information.
Unlike the prior Form D, the new Form D requires the issuer to disclose the date of the first sale of securities, additional information about the issuer, as well as additional information about the recipients of sales commissions. Also, the new Form D no longer requires issuers to name beneficial owners or provide details regarding the use of offering proceeds. The new form D clarifies when issuers are required to file amendments.
Electronic Filing of Form D
Up until September 15, 2008, a company’s only option was to file the prior Form D with the SEC in paper form. During a transition period from September 15, 2008, through March 15, 2009, companies were able to file either the old version of Form D with minor changes (such as the number of copies to be filed) on paper or the new version of Form D on paper or electronically. Electronic submissions are made through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) filing system.32
As of March 16, 2009, the SEC no longer accepts paper filings, nor does the SEC accept the prior Form D. Thus, the SEC now requires all filers to submit the new Form D electronically.
Also, on March 16, 2009, the SEC launched a database of Form D information, which enables SEC staff to examine the data in the aggregate and produce management reports.
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