How to Read a Form D: Every Field Explained With a Real Filing
A Form D is a short notice a fund or company files with the SEC within 15 days of first selling securities in a private offering. It has 16 items. For a founder the useful ones are item 3 (who runs the fund), item 7 (when it started raising) and item 13 (how much it is raising and how much it has sold). This guide walks through all 16 using MULTIMODAL VENTURES II, filed on 23 Oct 2026.
Key takeaways
- Form D is a notice, not an approval. The SEC does not review or approve the offering.
- It names the people who run the fund. It never names the fund's investors.
- The offering amount is what the fund set out to raise. "Indefinite" is allowed, and the amount sold may be zero on day one.
- It says nothing about stage, sector or check size. Those come from other research.
- A new Form D is a dated sign that a fund has, or is about to have, fresh capital.
What does each field on a Form D mean?
The example is a real filing: MULTIMODAL VENTURES II on SEC EDGAR. Where we hold the value it is shown. Where we do not, open the filing to read it.
| Item | Field | What it tells you | In the example filing |
|---|---|---|---|
| 1 | Issuer's identity | The legal name of the fund, any previous names, the kind of entity and where and when it was formed. | MULTIMODAL VENTURES II, managed by Multimodal Ventures. SEC central index key 0002160759. |
| 2 | Principal place of business | The fund's business address and phone number. For a venture fund this is normally the manager's office. | Naperville, Illinois |
| 3 | Related persons | Executive officers, directors and promoters of the issuer. For a fund these are the people who run the manager. Investors in the fund are not listed here or anywhere else on the form. | 1 related person, listed as Executive Officer. We hold the names in the paid file. |
| 4 | Industry group | A tick box. Funds tick "Pooled Investment Fund" and then a type, such as venture capital fund, private equity fund or hedge fund. | Pooled Investment Fund, venture capital fund. That tick is why the filing is in our data. |
| 5 | Issuer size | A revenue or net asset value range. Most funds tick "Decline to disclose" or "Not applicable". | Not held in our data. See the filing. |
| 6 | Federal exemptions and exclusions | The rule the offering relies on, usually Rule 506(b) or 506(c), and for funds the Investment Company Act exclusion, section 3(c)(1) or 3(c)(7). | Not held in our data. See the filing. |
| 7 | Type of filing | New notice or amendment, and the date of first sale, or a tick for "first sale yet to occur". | New notice, filed 23 Oct 2026. Date of first sale: 19 Oct 2026. |
| 8 | Duration of offering | Whether the offering is meant to last more than one year. Funds usually say yes. | Not held in our data. See the filing. |
| 9 | Types of securities offered | For a fund, "Pooled Investment Fund Interests", often with "Equity". | Not held in our data. See the filing. |
| 10 | Business combination | Whether the offering is part of a merger or acquisition. Funds say no. | Not held in our data. See the filing. |
| 11 | Minimum investment | The smallest amount the fund will accept from an outside investor. Zero is common and means no stated minimum. | $300k |
| 12 | Sales compensation | Any placement agent or broker paid to sell the fund, with their registration number and states of solicitation. | Not held in our data. See the filing. |
| 13 | Offering and sales amounts | Total offering amount (a figure or "Indefinite"), total amount sold so far and total remaining to be sold. | Total offering: $50M. Total sold: $2M. Remaining: $48M. |
| 14 | Investors | Whether any non-accredited investors have bought, and the total number of investors so far. A count only, with no names. | Not held in our data. See the filing. |
| 15 | Sales commissions and finders' fees | Dollar amounts paid, or estimates. | Not held in our data. See the filing. |
| 16 | Use of proceeds | How much of the money goes to the related persons named in item 3. For funds this is where management fees are sometimes estimated. | Not held in our data. See the filing. |
How do you find a Form D on EDGAR?
- Go to the SEC's EDGAR full-text search and type the fund or firm name in quotes.
- Filter the form type to "D" for new notices and "D/A" for amendments.
- Open the filing and choose the HTML version of the primary document.
- Check the filer's other filings: each fund vehicle has its own central index key, so one firm often has several.
What can a founder learn from a Form D?
| Question | Where to look | What to keep in mind |
|---|---|---|
| Is this fund raising now? | Item 7, date of first sale, and the filing date | A recent new notice means a fund is open or has just closed. |
| How big is the fund? | Item 13, total offering amount | A target, not a final close. Often "Indefinite". |
| How much has it raised so far? | Item 13, total amount sold | A snapshot on the filing date. Amendments update it. |
| Who runs it? | Item 3, related persons | Officers and directors of the manager. Not the investors. |
| Where is it based? | Item 2 | The manager's office, which may differ from where it invests. |
What does a Form D not tell you?
- Who invested in the fund. Item 14 gives a count of investors and nothing more.
- What the fund invests in. There is no field for stage, sector or check size. On our pages those are marked as our research.
- Whether the fund reached its target. The form shows a moment in time.
- Anything about performance.
How do we use Form D?
Two fields on our US rows come from Form D: the filing date and the fund size. 2,390 of our 3,019 US firms carry a filing date. Everything else on a row (stage, sectors, whether the firm is active) is our own research from the firm's website and portfolio, and is labeled that way. New filings are listed every week on New VC funds, and the numbers are summed up in Form D filing statistics.
Method and limits
- The example
- Chosen by rule: among new venture fund notices in the last 8 weeks, the most recent one that states an offering amount, an amount sold and a date of first sale, where those exist.
- Field descriptions
- Based on the current SEC Form D and its instructions. Item numbers follow the form.
- What we hold
- Fund name, filing date, type of filing, offering and sold amounts, date of first sale, minimum investment, city, state and the related persons.
- Not advice
- This is a reading guide. It is not legal advice on making or relying on a filing.
Questions
What is a Form D?
A notice filed with the SEC by a company or fund that sells securities under a Regulation D exemption. It is due within 15 days of the first sale.
Does a Form D show who invested?
No. It names the issuer's executive officers, directors and promoters. Item 14 gives the number of investors, without names.
What does total offering amount mean on Form D?
The amount the issuer intends to raise in the offering. It can be a figure or "Indefinite". It is a target, not money already raised.
What is the difference between Form D and Form D/A?
Form D is the first notice. Form D/A is an amendment, filed to correct the notice or each year while the offering stays open.
Does filing a Form D mean the SEC approved the fund?
No. It is a notice filing. The SEC does not review or approve the offering.
Can I tell what stage or sector a fund invests in from Form D?
No. The form has no such field. We research stage and sector from each firm's own website and portfolio, and label them as our research.
How soon after raising does a fund file?
Within 15 calendar days of the first sale. Some funds file before any sale, with "first sale yet to occur".
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Cite this page
Muhammad Tayyab Shabbir, "How to Read a Form D: Every Field Explained With a Real Filing", The Investor Database, 10 Nov 2026. https://theinvestordatabase.com/guides/how-to-read-a-form-d/