1. The history of Regulation D: How it began
The form was made a uniform notification that could be filed with the state securities
regulators. This was done with the intention of reducing the cost of capital formation for small
businesses and to promote standardization between federal and state securities regulation.
The SEC took this step along with the cooperation of North American Securities
Administrators’ Association (NASAA).
Regulation D was amended in the year 1989, by SEC, under the amendment the issuer was
not mandated to fill Form D to ask for the exemptions under Regulation D. Rule 507 was
added to Regulation D to provide an incentive to the issuer to make a Form D filling, even
though it was no longer a necessity to fill the Form D to come under Regulation D
exemptions.
In 1996, the Commission issued a projected rule to do away with the obligation to file Form D
with the SEC and as an alternative require issuers to complete a Form D and hold on to it for
a period of time. After considering the comments received on this proposed rule, the
Commission resoluted that the information collected in Form D filings was still helpful in
conducting economic and other analyses of the private placement market and maintained the
filing requirement.
Regulation D contains Rules 504, 505 and 506, which institute release from Securities Act
registration. The issuer is only required to file a notice on Form D with the Securities and
Exchange Commission. The main reason of the Form D filing is to inform federal (and state)
authorities of the amount and nature of the offering being taken on in dependence upon
Regulation D.
Recent Changes to Form D
On September 15, 2008, the SEC put into effect a new adaptation of Form D to:
• make clear and make straightforward the reporting process;
• make sure that relevant information was a requisite to be reported; and
• remove the reporting of unnecessary information.
The new Form D, unlike its prior version required the issuer to mention the date of the first
sale of securities, additional information about the issuer and also any additional information
about the recipient of sales commission. The new version of Form D does not require issuers
to provide the name or details regarding the utilization of offering proceeds. The new
adaptation also makes very clear when issuers are required to file amendments.
Electronic Filing of Form D

2. Till September 15, 2008, the companies were required to file the prior Form D with the SEC
in paper form. This was the only option available to the issuers. But in the transition period
from September 15, 2008, through March 15, 2009, companies were made available with
another option to file either the older version of Form D with minute changes (such as the
number of copies to be filed) on paper or the new adaptation of Form D on paper or
electronically. Electronic submissions are made through the SEC’s Electronic Data Gathering
and Retrieval (EDGAR) filing system.
From March 16, 2009, the SEC no more accepts paper filings and also does not accept
previous Form D. All the issuers are thus required to submit the new Form D electronically.
On March 16, 2009, SEC launched a database of Form D information, which lets SEC staff
examine the Data in the aggregate and produce management reports.
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