Client Alert

Electronic Filing of Form D Mandatory on March 16

March 05, 2009

Jacqueline A. May

Regulation D provides a set of safe-harbor rules that exempt private placements of securities from registration under the Securities Act of 1933 (Securities Act). Rule 503 of Regulation D requires any issuer relying on a Regulation D exemption for a private offering of securities to file with the Securities and Exchange Commission (SEC) a Form D, in paper format, no later than 15 days after the first sale of securities. Beginning March 16, 2009, all Form D filings with the SEC must be made electronically online using the EDGAR System. In addition, a Form D must be electronically filed on an annual basis whenever continuous offerings are involved. This new requirement for annual amendments does not relieve an issuer of its duty to update its Form D throughout the year. Finally, the information on the electronic Form D will differ in certain respects from what is currently reported on the paper version.

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