--- title: "Form D Glossary: 42 SEC Form D and Regulation D Terms Explained" author: "Muhammad Tayyab Shabbir" last_updated: "2026-11-10" data_as_of: "November 2026" publisher: "The Investor Database" source: "SEC Form D" canonical: "https://theinvestordatabase.com/guides/form-d-glossary/" --- # Form D Glossary: 42 Terms on SEC Form D and Regulation D in Plain English By Muhammad Tayyab Shabbir. Last updated 10 Nov 2026. Data as of November 2026. This glossary explains **42 terms** you meet on an SEC Form D or in the rules behind it, each in one to three sentences. Under 12 of them a second line gives the figure from our own files of US venture fund filings, as of November 2026. The form itself is walked through item by item in [How to read a Form D](https://theinvestordatabase.com/guides/how-to-read-a-form-d/). ## Key takeaways - A Form D is a notice. The SEC does not review it or approve the offering. - It names the issuer and the people who run it. It never names the investors. - The offering amount is a target and may be "Indefinite". The amount sold can be zero on a first notice. - A figure labelled fund size on this site comes from Form D. Assets from Form ADV or from a firm's own site are labelled as such. - Stage, sector and check size are our research: the form has no field for them. ## What is a Form D, and which rules stand behind it? **Form D**: The notice a company or fund files with the SEC when it sells securities without registering them, relying on Regulation D or on section 4(a)(5) of the Securities Act. Its full name is Notice of Exempt Offering of Securities. It has 16 items and carries no financial statements. Our figures: 2,390 of the 3,019 US firms we list carry a Form D filing date. **Form D/A**: An amendment to a Form D. An issuer files one to correct an error, to report a change, and once a year for as long as the offering stays open. Our figures: Of the latest filings in our filing detail for 1,497 US firms, 370 are labelled amendments and 1,127 new notices; the label is not exact, and some yearly amendments carry the second one. **Regulation D**: A set of SEC rules, numbered 500 to 508, that let an issuer sell securities without registering the offering. Funds usually rely on Rule 506(b) or Rule 506(c). **Rule 506(b)** (Form D Item 6): The exemption for a private offering with no public advertising. The issuer may raise any amount from accredited investors, and may also sell to as many as 35 other investors in any 90 days, provided they meet a sophistication test. **Rule 506(c)** (Form D Item 6): The exemption that allows the offering to be advertised, on condition that every buyer is an accredited investor and the issuer takes reasonable steps to verify that. **Rule 504** (Form D Item 6): An exemption for small offerings, capped at $10 million in any 12 months. **Exempt offering**: A sale of securities that the law allows without SEC registration. Form D is the notice for the exempt offerings made under Regulation D. **Notice filing**: A filing that tells a regulator something and asks for nothing back. The SEC does not review or approve a Form D. **15-day rule**: A Form D is due within 15 calendar days after the first sale of securities in the offering, or on the next business day when day 15 falls on a weekend or a holiday. ## Who is named on a Form D? **Issuer** (Form D Items 1 and 2): The entity that sells the securities. For a venture fund the issuer is the fund vehicle itself, such as a limited partnership, and not the firm that manages it. **Related person** (Form D Item 3): An executive officer, director or promoter of the issuer. For a fund these are the people and entities that run it. Investors in the fund are not related persons and are not named anywhere on the form. Our figures: We hold 543 related persons for the 289 new notices in our 8-week file, about 1.9 a filing. **Executive officer** (Form D Item 3): A person with policy-making authority over the issuer. On a fund filing this is typically a managing partner of the general partner. **Promoter** (Form D Item 3): Someone who took the initiative in founding or organizing the issuer. The form asks for promoters of the past five years. **General partner**: The entity that manages a fund set up as a limited partnership and makes its investment decisions. It normally appears on Form D as a related person. **Limited partner** (Form D Item 14): An investor in a fund. Form D gives the number of investors so far and never their names. **Management company**: The firm behind the funds, and the name a founder pitches. One management company can stand behind many issuers, each with its own Form D. Our figures: 364 of the 1,497 US firms in our filing detail filed two or more fund vehicles in the last 12 months. ## What do the money fields on a Form D mean? **Total offering amount** (Form D Item 13): The amount the issuer intends to raise in the offering. It is a target and not money already raised, and it may be entered as "Indefinite". **Indefinite** (Form D Item 13): What an issuer enters when it sets no fixed target. Where a filing says indefinite, the only size on the form is the amount sold so far. Our figures: 634 of the latest filings in our filing detail for 1,497 US firms (42%) give the offering amount as indefinite. **Total amount sold** (Form D Item 13): The amount investors had committed by the filing date. On a first notice it can be zero. Our figures: 162 of the 289 new notices in our 8-week file report nothing sold on the filing date. **Total remaining to be sold** (Form D Item 13): The offering amount less the amount sold. It stays indefinite when the offering amount is indefinite. **Minimum investment** (Form D Item 11): The smallest amount the issuer will accept from an outside investor. Zero means no stated minimum. Our figures: 42 of the 289 new notices in our 8-week file state a minimum above zero, with a median of $50k. **Sales compensation** (Form D Item 12): Anyone paid to find investors, such as a placement agent or a broker, with their CRD registration number and the states where they solicit. **Use of proceeds** (Form D Item 16): The part of the money raised that will be paid to the related persons named in Item 3. On fund filings this is where management fees are sometimes estimated. **Fund size**: Not a field on the form. On this site it is the total offering amount on a fund's Form D, or the amount sold where the offering is indefinite. It is the size of the whole fund and says nothing about the check a fund writes. Our figures: 2,079 of the US firms we list have a fund size from Form D, and the median is $50M. ## Which dates and filing types does a Form D carry? **Date of first sale** (Form D Item 7): The date the first investor became committed to invest. A fund that files before any sale ticks "first sale yet to occur" instead. Our figures: 127 of the 289 new notices in our 8-week file give a date of first sale, and 162 were filed before any sale. **New notice** (Form D Item 7): The first Form D for an offering. A later filing for the same offering is an amendment. Our figures: Our 8-week file holds 289 new notice filings from 286 funds to 6 Nov 2026, after the filters described on [New VC funds](https://theinvestordatabase.com/new-vc-funds/). **Filing date**: The day EDGAR accepted the filing. It is the date this site shows as a fund's latest filing. ## Which fund terms appear on a Form D? **Pooled investment fund** (Form D Item 4): The industry group a fund ticks, followed by a fund type: venture capital fund, private equity fund, hedge fund or other investment fund. **Venture capital fund** (Form D Item 4): A box the filer ticks itself. No regulator checks the choice. Our fund data starts from the filings that tick it. **Section 3(c)(1)** (Form D Item 6): An exclusion from the Investment Company Act for a fund that has no more than 100 beneficial owners and makes no public offering. A venture capital fund under a size limit the SEC sets may have up to 250. **Section 3(c)(7)** (Form D Item 6): An exclusion from the Investment Company Act for a fund sold only to qualified purchasers, with no limit of 100 investors. **Accredited investor** (Form D Item 14): An investor who meets an SEC test of income, wealth or professional standing. Broadly: a person with income over $200,000 in each of the last two years and expected again this year ($300,000 with a spouse or partner), or a net worth over $1 million without the main home, and certain institutions and license holders. **Qualified purchaser**: A higher bar than accredited investor. Broadly: a person with $5 million or more in investments, or an institution with $25 million or more. **Feeder fund**: A vehicle that collects money from one group of investors and puts it into a main fund. It files its own Form D when it sells under Regulation D. **Parallel fund**: A vehicle that invests side by side with the main fund, for investors who need a separate structure. It files its own Form D when it sells under Regulation D. **SPV**: Special purpose vehicle: an entity formed to make one investment. An SPV that raises money from outside investors under Regulation D files its own Form D, which is one reason a firm can show several filings in a year. ## How do you find a Form D, and what sits beside it? **EDGAR**: The SEC's public filing system. Every Form D filed online since 2009 is free to read there. **CIK**: Central Index Key: the number EDGAR gives each filer. Each fund vehicle has its own, so one firm often has several. Our figures: The 289 new notices in our 8-week file come from 286 different CIKs. **Accession number**: The number EDGAR gives a single filing. A fund's first notice and each of its amendments have different ones. **State notice filing**: A copy of the Form D sent to a state securities regulator with a fee, often called a blue sky filing. **Form ADV**: The form an investment adviser files with the SEC or a state. It lists the private funds the adviser manages and their gross assets. It is a separate filing from Form D, and a row on this site that shows assets from it says so. Our figures: 1,064 of the 3,019 US firms we list carry an assets figure from Form ADV. **Exempt reporting adviser**: An adviser exempt from SEC registration, because it advises only venture capital funds or manages under $150 million of private fund assets in the US, that still reports on a shortened Form ADV. ## Method and limits - **Definitions:** Plain-English summaries of the SEC's Form D, its instructions and Regulation D, written by hand and last checked on 10 Nov 2026. Dollar thresholds are set by the SEC and can change. - **Our figures:** Counted when the site was built from two files of US venture fund filings: the latest Form D per firm, and every new notice of the last 8 weeks. They cover venture funds only, not every Form D filed with the SEC. - **Not advice:** A reading aid for founders. It is not legal advice on making or relying on a filing. - **Corrections:** [Tell us](https://theinvestordatabase.com/submit/) if a definition is out of date. ## Questions ### What is a Form D? The notice a company or fund files with the SEC when it sells securities without registering them, relying on Regulation D or on section 4(a)(5) of the Securities Act. Its full name is Notice of Exempt Offering of Securities. It has 16 items and carries no financial statements. ### What does total offering amount mean on a Form D? The amount the issuer intends to raise in the offering. It is a target and not money already raised, and it may be entered as "Indefinite". ### Who is a related person on a Form D? An executive officer, director or promoter of the issuer. For a fund these are the people and entities that run it. Investors in the fund are not related persons and are not named anywhere on the form. ### What is the difference between Rule 506(b) and Rule 506(c)? The exemption for a private offering with no public advertising. The issuer may raise any amount from accredited investors, and may also sell to as many as 35 other investors in any 90 days, provided they meet a sophistication test. The exemption that allows the offering to be advertised, on condition that every buyer is an accredited investor and the issuer takes reasonable steps to verify that. ### What does "Indefinite" mean on a Form D? What an issuer enters when it sets no fixed target. Where a filing says indefinite, the only size on the form is the amount sold so far. 634 of the latest filings in our filing detail for 1,497 US firms (42%) give the offering amount as indefinite. ### Does a Form D show the size of a fund? Not a field on the form. On this site it is the total offering amount on a fund's Form D, or the amount sold where the offering is indefinite. It is the size of the whole fund and says nothing about the check a fund writes. ### What is an accredited investor? An investor who meets an SEC test of income, wealth or professional standing. Broadly: a person with income over $200,000 in each of the last two years and expected again this year ($300,000 with a spouse or partner), or a net worth over $1 million without the main home, and certain institutions and license holders. **Get all 3,019 US investors and 9,951 named contacts, $197:** https://theinvestordatabase.com/buy/us. One-time payment. No subscription. No account. Or get the [free sample file](https://theinvestordatabase.com/#sample) (100 investors) first. ## Related - [How to read a Form D](https://theinvestordatabase.com/guides/how-to-read-a-form-d/) - [Form D filing statistics](https://theinvestordatabase.com/guides/form-d-filing-statistics/) - [New venture funds and capital raised by state](https://theinvestordatabase.com/guides/venture-capital-fundraising-by-state/) - [How many VC firms are in the US](https://theinvestordatabase.com/guides/how-many-venture-capital-firms-in-the-us/) - [Venture capital firms in the US (2,975)](https://theinvestordatabase.com/lists/venture-capital-firms-us/) - [Emerging VC managers in the US (274)](https://theinvestordatabase.com/lists/emerging-vc-managers-us/) - [Micro VC firms in the US (526)](https://theinvestordatabase.com/lists/micro-vc-firms-us/) - [How to build an investor list](https://theinvestordatabase.com/guides/how-to-build-an-investor-list/) - [Investor list spreadsheet (Excel and CSV)](https://theinvestordatabase.com/investor-list-spreadsheet/) - [What is in the investor database](https://theinvestordatabase.com/investor-database/) - [Investor matching tool](https://theinvestordatabase.com/investor-matching-tool/) ## Cite this page Muhammad Tayyab Shabbir, "Form D Glossary: 42 Terms on SEC Form D and Regulation D in Plain English", The Investor Database, 10 Nov 2026. https://theinvestordatabase.com/guides/form-d-glossary/