C.F.R. » Title 17 » CHAPTER II—SECURITIES AND EXCHANGE COMMISSION › PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

17 C.F.R. § 230.503

Filing of notice of sales

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(a) When notice of sales on Form D is required and permitted to be filed. (1) An issuer offering or selling securities in reliance on § 230.504 or § 230.506 must file with the Commission a notice of sales containing the information required by Form D (17 CFR 239.500) for each new offering of securities no later than 15 calendar days after the first sale of securities in the offering, unless the end of that period falls on a Saturday, Sunday or holiday, in which case the due date would be the first business day following.

(2) An issuer may file an amendment to a previously filed notice of sales on Form D at any time.

(3) An issuer must file an amendment to a previously filed notice of sales on Form D for an offering:

(i) To correct a material mistake of fact or error in the previously filed notice of sales on Form D, as soon as practicable after discovery of the mistake or error;

(ii) To reflect a change in the information provided in the previously filed notice of sales on Form D, as soon as practicable after the change, except that no amendment is required to reflect a change that occurs after the offering terminates or a change that occurs solely in the following information:

(A) The address or relationship to the issuer of a related person identified in response to Item 3 of the notice of sales on Form D;

(B) An issuer's revenues or aggregate net asset value;

(C) The minimum investment amount, if the change is an increase, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in a decrease of more than 10%;

(D) Any address or state(s) of solicitation shown in response to Item 12 of the notice of sales on Form D;

(E) The total offering amount, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in an increase of more than 10%;

(F) The amount of securities sold in the offering or the amount remaining to be sold;

(G) The number of non-accredited investors who have invested in the offering, as long as the change does not increase the number to more than 35;

(H) The total number of investors who have invested in the offering; or

(I) The amount of sales commissions, finders' fees or use of proceeds for payments to executive officers, directors or promoters, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in an increase of more than 10%; and

(iii) Annually, on or before the first anniversary of the filing of the notice of sales on Form D or the filing of the most recent amendment to the notice of sales on Form D, if the offering is continuing at that time.

(4) An issuer that files an amendment to a previously filed notice of sales on Form D must provide current information in response to all requirements of the notice of sales on Form D regardless of why the amendment is filed.

(b) How notice of sales on Form D must be filed and signed. (1) A notice of sales on Form D must be filed with the Commission in electronic format by means of the Commission's Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation S-T (17 CFR Part 232).

(2) Every notice of sales on Form D must be signed by a person duly authorized by the issuer.

[73 FR 10615, Feb. 27, 2008, as amended at 81 FR 83553, Nov. 21, 2016]
Notes of Decisions
Cited in 9 cases, 1992–2018 · leading case: Wright v. Nat'l Warranty Co., 953 F.2d 256 (6th Cir. 1992).
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Wright v. Nat'l Warranty Co., 953 F.2d 256 (6th Cir. 1992). · cites it 2× “Trombley testified that he had complied with the requirements of 17 C.F.R. 230.503(a) and (b). On appeal plaintiffs contend that the sections relied upon by defendants do not provide exemptions from registration but merely contain definitions and conditions to be met.”
Hamby v. Clearwater Consulting Concepts, LLLP, 428 F. Supp. 2d 915 (E.D. Ark. 2006). “17 C.F.R. § 230.503 (a). Rule 506(b) provides, “To qualify for an exemption under this section, offers and sales must satisfy all the terms and conditions of *920 §§ 230.”
Adler v. Berg Harmon Assocs., 816 F. Supp. 919 (S.D.N.Y. 1993). “17 C.F.R. § 230.503 (a). Thus, this allegation does not support plaintiffs’ fraud claim.”
TMJ Grp. LLC v. IMCMV Holdings Inc., 311 F. Supp. 3d 834 (E.D. La. 2018). · cites it 2× “(citing 17 C.F.R. 230.503(a)(1) ; Woolf v. S. D. Cohn & Co.”
Chanana's Corp. v. Gilmore, 539 F. Supp. 2d 1299 (W.D. Wash. 2003). “17 C.F.R. § 230.503 . State law also required the filing of the federal Form D within 15 days.”
Wright v. Nat'l Warranty Co., 953 F.2d 256 (6th Cir. 1992). “- Trombley testified that he had complied with the requirements of 17 C.F.R. 230.503(a) and (b). On appeal plaintiffs contend that the sections relied upon by defendants do not provide exemptions from registration but merely contain definitions and conditions to be met.”
Flaxel v. Johnson, 541 F. Supp. 2d 1127 (S.D. Cal. 2008). “17 C.F.R. § 230.503 (a). Specifically, plaintiffs have submitted attestations from an SEC Records Officer that, after “[a] diligent search” of its files, the SEC cannot locate “any registration statement” under the names “Fuel FX” or “Soil Savers”.”
John Norton & Kristine Norton, Apps. v. Graham & Dunn, P.c., Res. (Wash. Ct. App. 2016). “17 C.F.R. § 230.503 (a)(1); WAC 460-44A-503(1).”
Meyer v. Ward (N.D. Ill. 2017). “Citing 17 CFR §230.503 , Plaintiff argues that Defendants were required to file a notice with the SEC when claiming a Regulation D exemption.”
— 17 C.F.R. § 230.503(a) — 2 cases
Wright v. Nat'l Warranty Co., 953 F.2d 256 (6th Cir. 1992). “Trombley testified that he had complied with the requirements of 17 C.F.R. 230.503(a) and (b). On appeal plaintiffs contend that the sections relied upon by defendants do not provide exemptions from registration but merely contain definitions and conditions to be met.”
Wright v. Nat'l Warranty Co., 953 F.2d 256 (6th Cir. 1992). “- Trombley testified that he had complied with the requirements of 17 C.F.R. 230.503(a) and (b). On appeal plaintiffs contend that the sections relied upon by defendants do not provide exemptions from registration but merely contain definitions and conditions to be met.”
— 17 C.F.R. § 230.503(a)(1) — 1 case
TMJ Grp. LLC v. IMCMV Holdings Inc., 311 F. Supp. 3d 834 (E.D. La. 2018). “(citing 17 C.F.R. 230.503(a)(1) ; Woolf v. S. D. Cohn & Co.”
— 17 C.F.R. § 230.503(d) — 1 case
Wright v. Nat'l Warranty Co., 953 F.2d 256 (6th Cir. 1992). “Trombley testified that he had complied with the requirements of 17 C.F.R. 230.503(a) and (b). On appeal plaintiffs contend that the sections relied upon by defendants do not provide exemptions from registration but merely contain definitions and conditions to be met.”
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