In the EDGAR system, Item 3: Related Persons is often the most time-consuming part of the Form D to complete because you must list every key individual associated with the offering.
Since the EDGAR session will time you out after 60 minutes of inactivity, you should have this information compiled in a spreadsheet before you log in.
”Related Persons” Information Template
For each person (Executive Officers, Directors, and Promoters), you will need to provide the following:
| Field | Required Information | Notes |
|---|---|---|
| Last Name | e.g., Smith | Must match legal ID. |
| First Name | e.g., Jane | |
| Middle Name | e.g., Marie | Optional, but helpful for common names. |
| Street Address 1 | 123 Business Way | Can be a business address. |
| Street Address 2 | Suite 400 | Optional. |
| City | Detroit | |
| State/Province | Michigan | |
| Zip/Postal Code | 48201 | |
| Country | United States | |
| Relationship | Executive Officer, Director, and/or Promoter | Check all that apply. |
Who qualifies as a “Related Person”?
- Executive Officers: Your CEO, President, CFO, VP in charge of a principal business unit, or any other officer who performs a policy-making function.
- Directors: Any member of your Board of Directors or Board of Managers.
- Promoters: Anyone who took the initiative in founding or organizing the business within the last five years.
- Beneficial Owners: Note that unlike older versions of the form, the current Form D does not require you to list 10% owners unless they also fall into one of the categories above.
Pro-Tips for this Section:
- The “Promoter” Trap: If you founded the company three years ago and are now the CEO, you should check both “Executive Officer” and “Promoter.”
- Privacy: While you can use a home address, most filers use the company’s principal business address for all related persons to keep personal home addresses off the public SEC record.
- Multiple Issuers: If this is a joint offering between two companies, you must list the related persons for both entities.
Would you like me to explain the “Sales Compensation” section next? This is where you list any brokers or “finders” who are getting a piece of the deal.