SEC Guides
Practical explainers for SEC filings, EDGAR, private funds and adviser records.
Regulation S vs Rule 144A Explained: Offshore Offerings and Institutional Resales Compared
Regulation S and Rule 144A are two important securities law frameworks often used in cross-border and institutional capital markets transactions. They are frequently mentioned together because issuers and banks may structure offerings with both an offshore component and a U.S. institutional resale component. However, t
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How Rule 506(b), Rule 506(c), and Form D Work Together
TITLE: How Rule 506(b), Rule 506(c), and Form D Work Together SEO DESCRIPTION: See where Form D fits into a Rule 506(b) or Rule 506(c) offering, what the filing reports, when it is due, and what it cannot prove about compliance. Rule 506(b) and Rule 506(c) are separate Regulation D pathways, while Form D is the notice
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SEC Rule 701 Explained: Private Company Equity Compensation and Employee Stock Awards
SEC Rule 701 is a securities law exemption that allows private companies to issue securities as compensation without registering a public offering. It is commonly used for employee stock options, restricted stock, RSUs, stock purchase rights and other equity-based awards issued to employees, directors, consultants and
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Section 16(b) Short-Swing Profit Rule and Insider Reporting Explained
TITLE: Section 16(b) Short-Swing Profit Rule and Insider Reporting Explained SEO DESCRIPTION: Section 16(b) is the short-swing profit rule for certain insiders. This guide explains how it works, who it applies to, how Form 3, Form 4 and Form 5 relate to it, and why investors should review insider transactions carefully
Read guide →SEC Rule 502(d) Explained: Resale Restrictions in Regulation D Private Offerings
SEC Rule 502(d) explains one of the most important limits in Regulation D private offerings: securities sold in these offerings are generally restricted securities. That means investors usually cannot freely resell them into the public market right after purchase. The rule requires issuers to take reasonable care to pr
Read guide →Form D and State Blue Sky Notices: Federal Filing vs. State Requirements
TITLE: Form D and State Blue Sky Notices: Federal Filing vs. State Requirements SEO DESCRIPTION: Understand how SEC Form D relates to state Blue Sky notice filings, why a federal filing may not complete state requirements, and where to check state procedures. A Form D filed with the SEC is a federal notice about an exe
Read guide →SEC Form 144 vs Form 4: Proposed Insider Sales and Completed Insider Transactions
TITLE: SEC Form 144 vs Form 4: Proposed Insider Sales and Completed Insider Transactions SEO DESCRIPTION: SEC Form 144 and Form 4 are often confused, but they disclose different events. This guide explains proposed sales, completed insider transactions, timing differences, trading plans and how investors should compare
Read guide →SEC Rule 502(c) Explained: General Solicitation Limits in Regulation D Private Offerings
SEC Rule 502(c) is one of the core rules that separates a traditional private placement from a public securities promotion. It generally prohibits an issuer, or anyone acting on the issuer’s behalf, from offering or selling securities through general solicitation or general advertising when the issuer is relying on cer
Read guide →How to Read SEC Form 4: Direct Ownership, Indirect Ownership and Transaction Codes
TITLE: How to Read SEC Form 4: Direct Ownership, Indirect Ownership and Transaction Codes SEO DESCRIPTION: SEC Form 4 reports insider transactions by directors, officers and certain large shareholders. This guide explains transaction codes, direct and indirect ownership, derivative securities, footnotes and how investo
Read guide →What Is the First Sale Date on SEC Form D
TITLE: What Is the First Sale Date on SEC Form D SEO DESCRIPTION: Learn how SEC Form D defines the first sale date, why it can differ from the payment date, and how it affects the notice filing deadline. The first sale date on Form D is the date when the first investor becomes irrevocably contractually committed to inv
Read guide →SEC Form 4/A Amended Insider Trading Report Explained
TITLE: SEC Form 4/A Amended Insider Trading Report Explained SEO DESCRIPTION: SEC Form 4/A is an amended insider trading report used to correct or update a previously filed Form 4. This guide explains what Form 4/A means, why amendments happen, and how investors should read them. SEC Form 4/A Amended Insider Trading Re
Read guide →Section 4(a)(2) vs Regulation D: Private Offering Exemptions Compared
Section 4(a)(2) and Regulation D are both used in private securities offerings, but they are not the same thing. Section 4(a)(2) is the statutory exemption for “transactions by an issuer not involving any public offering.” Regulation D is a set of SEC rules that provides more specific safe harbor paths for issuers that
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