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Understanding the Private Placements database
Who is this article for?Users who want to learn about the Private Placements database.
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1. General overview
- The Audit Analytics Private Placements database tracks issuers of securities offerings under Regulation D (Rules 504, 505, or 506) that must file a Form D with the SEC.
- Rule 504 permits offerings up to $1 million in 12 months (with conditions).
- Rule 505 permits offerings up to $5 million in 12 months (with conditions).
- Rule 506 permits unlimited offerings (with conditions).
- This includes all '33 and '34 Act filers as per SEC requirements.
2. Common uses
-
- Identify all companies filing a Form D
- Track companies with multiple private placements
- Search private placements by sale date, total offering, amount sold, and exemption
- Know individuals related to the issuer, like directors and officers
- Includes details on anyone receiving commissions or compensation related to securities sales
- Access contact info for the individual authorised to sign for the issuer
The Private Placements database is available online, through WRDS, and as data feeds [Feed37 – Form D and Feed38 – Form D Most Recent Offering] with the relevant subscription.
- Saved Search Alert: Yes
- Daily Summary Email: No
3. Collection methodology
- The data is extracted from an issuer’s Form D that they file with the SEC for each new offering of securities no later than 15 calendar days after the “date of first sale”.
- The date of first sale is the date on which the first investor is irrevocably contractually committed to invest, which, depending on the terms and conditions of the contract, could be the date on which the issuer receives the investor’s subscription agreement or check.
- An issuer must file an amendment:
- To correct a material mistake of fact or error in the previously filed notice or if there was a change (the SEC has a number of exemptions to what is a change such as a change in address of a related person, etc.) as soon as practicable after the change; and annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.
- This data is sourced from the following form types: Form D, Form D/A
4. Searching
The Private Placements search page offers the following filters:
| Name | Description | Data Dictionary Field(s) | Sort By? |
|---|---|---|---|
| Search by Ticker or CIK Code | Filter results to a specific population |
CIK Code Ticker |
Yes |
| Exclude Pooled Investment Funds | Filter to include or exclude pooled investment funds | Fund Type | No |
| Market Index | Filter for Market Index | N/A | No |
| Filter By Exemption(s) | Filter by provisions being claimed which exempts the offering and resulting sales from Federal Registration requirements | Federal Exemptions Exclusions | No |
| File Date | Filter by the date the filing was submitted to the SEC | Filing Date | Yes |
| First Sale Date | Filter by the date of the first sale, or Yet to Occur as disclosed in Item 7, Form D | Date of First Sale | Yes |
| Filter by Industry | Filter by companies’ industry(s) |
SIC Code NAICS Code |
No |
| Company Location | Filter by current business address location(s) |
State Code State Name Region County City |
No |
| Total Offering | Filter the dollar amount of the securities being offered. Item 13, Form D | Total Offering Amount | Yes |
| Amount Sold | Filter by the dollar amount of the securities sold. Form 13, Form D | Total Amount Sold | Yes |
5. Results
- Results can be viewed at the bottom of the page.
- The following are accessible through clicking the respective hyperlinks:
- Private Placements Data Dictionary download
- CSV file downloads of the results
- Option to download Company or People data
- All fields available in the CSV are defined in the Data Dictionary
- Form D Primary Issuer overview
6. Additional information
- Form D
- Issuers must file a new Form D with the SEC within 15 days of the “date of first sale”.
- The “date of first sale” is when the first investor is contractually committed to invest, which may be when the issuer receives the subscription agreement or payment.
- Amendments must be filed to correct material errors or changes as soon as possible, and annually if the offering is ongoing.
- Users of Form D data should note the SEC's emphasis on the “completeness of the data” in filings:
- PDF [page 4]
- Issuers must file a new Form D with the SEC within 15 days of the “date of first sale”.