The U.S. Securities and Exchange Commission (SEC) requires the filing of a Form D "to offer and sell securities without having to register the offering with the SEC." This is commonly used to allow privately help companies to raise capital from venture capital and angel investors.

Form D filings are public, and available from the SEC's EDGAR database or from various third parties who attempt to make the data more user-friendly and useful, a great example of which is Rank and Filed.

Having looked through these filings, the question arises: where and how do news sources (such as VentureWire or the Venture Capital Dispatch) discover who the investors are in any given private offering? This data isn't listed on Form D as far as I can tell (only the total number of investors).

  • Do you mean the investors of the corp, who's value is represented in the transfer of securities, or the investor who receives a security in exchange for something else? The latter seems implicit so I assume the former. – New Alexandria Jun 15 '15 at 23:38
  • The person(s) buying the equity of the company - i.e. those investing in the company in return for a stake. Form D lists a quantity (e.g. "$1,000,000 offered, $500,000 sold") but doesn't list who partook in the offering. – DNelson Jun 16 '15 at 13:27

Typically in a venture investment the lead investor will get to nominate someone to the board. Since this is done at the closing of the investment, the name of the new director will appear with those of the other board members in the "related parties" section of the Form D. With some detective work (a.k.a. Google), you can figure out which venture fund the new director works for and by implication the likely lead investor.

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In a Form D filing, the full text of the filing lists the number of Documents (in this case 1), and then Document Format Files. That formatted document includes an Issuer and Related Parties. The Related Party (In this case Galen Vinter) is the investor.

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  • I don't think this is true. Galen Vinter is the co-founder of ProjectPulse, Inc, the company listed in the document. I seriously doubt he's investing in himself. This is confirmed in the signature line at the bottom - the issuer is listed as ProjectPulse, and Galen as the signatory on behalf of the company as President. – DNelson Jun 16 '15 at 16:03
  • The company is issuing a debt security to Galen — i.e. he his loaning money to his own company. This is a very normal transaction. If you think about it, the company can't just suddenly have money appear on its books... even from the founder. If it could, then one could launder money that way. – New Alexandria Jun 17 '15 at 3:30
  • Ahhhh, so in the case of VC funding, the money must be transferred to the founders and then to the company through them? That's odd - looking up some of the filings of companies I know, I still have yet to see anyone on the filing listed that isn't part of the company. – DNelson Jun 17 '15 at 16:04

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