How to read a Form D: a field-by-field walkthrough

April 24, 2026

Form D is short, but every field carries signal if you know what to look for. This walkthrough goes section by section on a typical filing.

1. Header

• Submission Type — D or D/A (amendment). Always check — a D/A can look like a new filing but it's updating an earlier one.
• Filing Date — when it was submitted to the SEC. Not necessarily when the offering started.

2. Primary Issuer

The company actually raising money.

• Entity Name — legal name. Fund vehicles often read like "Acme Ventures Fund III LP".
• CIK — the SEC's central index key. This is the canonical issuer identifier — names change, CIKs don't.
• Entity Type — "Corporation", "Limited Partnership", "LLC", etc.
• Jurisdiction of Inc. — where the legal entity is organized (often Delaware regardless of where the business operates).
• Year of Incorporation — useful for distinguishing same-named vehicles.
• Address + Phone — street address. For funds this is usually the GP's office, not the portfolio.

3. Related Persons

Executive officers, directors, and promoters (promoters are rare).

Each entry: name, relationship, city, state. This is the deanonymization field — an issuer named "SPV Series 2024-B LLC" with "John Smith, Executive Officer" is often a single-purpose vehicle for a named principal's deal.

4. Industry Group

A fixed SEC enum. Most common on the site:

• Pooled Investment Fund — VC, PE, hedge funds, most fund-of-funds
• Other Technology, Biotechnology, Pharmaceuticals — operating companies by sector
• Real Estate, REITS and Finance — real-asset vehicles
• Commercial Banking, Insurance — financial institution raises

5. Issuer Size (optional, rarely populated)

Revenue and net-asset-value buckets. Usually blank on fund filings.

6. Federal Exemptions and Exclusions

The critical section. Codes you'll see:

• 06b / 06c — Rule 506(b) vs. 506(c). See the 506(b) vs. 506(c) guide.
• 04 — Rule 504 ($10M cap).
• 3(c)(1) / 3(c)(7) — Investment Company Act exemptions.

7. Type of Filing

• New notice or amendment
• Date of First Sale — the clock for the 15-day filing requirement.
• More than one year — whether the offering will run longer than a year.

8. Offering Sales Amounts

• Total Offering Amount — the ceiling. Sometimes "indefinite" on open-ended funds.
• Total Amount Sold — actual dollars raised so far.
• Total Remaining to Be Sold — math.

Read together, these two tell you where a raise is. Total sold = $0 is common on a fresh D (first sale triggered the filing obligation, money hasn't cleared yet).

9. Minimum Investment

The smallest accepted check size. $250,000 is a classic private-fund default.

10. Sales Commissions and Finders' Fees

Paid to placement agents and brokers. Many direct-raised deals report $0.

11. Use of Proceeds (fraction to officers/directors)

Percentage of the raise paid to related persons. High values (>5%) warrant attention.

12. Signature

The person signing attests accuracy under SEC rules. Not a guarantee of anything — see the caveats in our Form D primer.

Putting it together

A typical $100M venture fund Form D: entity type "Limited Partnership", Delaware jurisdiction, "Pooled Investment Fund" industry, 06b + 3(c)(1) exemptions, $250k minimum, a single executive officer listed (the GP), $0 sales commissions. A crowdfunded syndicate will look very different: 06c exemption, $1k or $10k minimum, 50+ investors on the first filing.

Once you've read a dozen, the patterns are obvious at a glance.