Form D explained
Form D is the short notice a company or fund files with the U.S. Securities and Exchange Commission when it sells securities in a private offering exempt from registration under Regulation D. For anyone researching hedge funds it's the most useful public filing there is, because almost every U.S. hedge fund files one. HedgeMountain is built on these filings.
When a fund files
- Initial filing: within 15 calendar days after the first sale of interests in the offering.
- Amendments (Form D/A): at least once a year while the offering continues, which is why most open-ended hedge funds refile every year, and also to correct a material mistake or report certain changes.
- Filing is free and done electronically on EDGAR. Most states also require a short notice filing and fee.
How to read one
- Issuer and related persons: the fund's legal name, address, and the executive officers, directors and promoters, often the general partner and the managing entity.
- Industry group: funds tick "Pooled Investment Fund" and choose a type, such as Hedge Fund, Private Equity Fund or Venture Capital Fund. HedgeMountain lists the ones that choose Hedge Fund.
- Federal exemptions: Rule 506(b) or 506(c), plus the Investment Company Act exclusion: 3(c)(1) or 3(c)(7). Among U.S. hedge funds, 91% use 506(b) and 9% use 506(c); 57% rely on 3(c)(7) and 38% on 3(c)(1).
- Date of first sale: roughly when the fund started taking money. HedgeMountain uses it to spot emerging managers.
- Minimum investment: the smallest amount accepted from an outside investor. The median among U.S. hedge funds is $250K.
- Offering and sales amounts: most funds report an "indefinite" total offering amount and the total amount sold so far. For an open-ended fund, amount sold is usually cumulative subscriptions since launch. The median U.S. hedge fund reports $51.7M sold.
- Investors: the number who have already invested, including how many are non-accredited (normally zero). The median is 20 investors.
- Sales compensation: any brokers paid to sell the offering.
- Net asset value range: optional for funds; most decline to disclose it.
Figures are HedgeMountain calculations from the latest Form D of each of the 8,500 U.S.-based hedge funds that filed between Oct 1, 2024 and Oct 28, 2026. They describe what funds reported, not what investors earned.
What Form D doesn't tell you
- Current assets: "amount sold" counts money raised, not today's value after gains, losses and redemptions.
- Performance: returns are not part of any SEC filing. See how HedgeMountain handles performance.
- Strategy, fees and terms: those are in the private placement memorandum, available only from the fund.
- Verification: the SEC doesn't review or approve Form D. The information is as filed.
Where to find them
Every fund page on HedgeMountain links to its latest Form D and full filing history on SEC.gov. You can also search all 11,580 hedge funds or sign up to get an email when a fund you follow files.
Education, not advice. This guide explains general rules and market practice. It is not legal, tax or investment advice, not an offer or solicitation, and not a recommendation of any fund. Rules change; confirm details with the SEC and a qualified professional. Disclosures