Welcome to Regulation D Private Placements: the highest-weighted unit in Function 1, and the exemption framework a private securities offerings representative relies on for nearly every deal that never touches full Securities Act registration.
Exam Weight: 5 scored items within Function 1 (25 items / 50% of exam)
What You'll Learn
In this unit, you'll cover:
- Purpose and General Principles: what Regulation D exempts (registration, not antifraud liability), why it does not override state law, and why missing one exemption's conditions does not close off every other exemption
- The $10,000,000 Small-Offering Exemption: the dollar cap, which issuers cannot use it, and the narrow state-law paths where general solicitation is allowed
- The No-Solicitation Private Placement: the uncapped safe harbor that bans general solicitation entirely
- Counting Purchasers: the 35-purchaser, 90-day limit and which purchasers Regulation D excludes from that count
- Purchaser Qualification: the sophistication standard for non-accredited purchasers and the requirements for a purchaser representative
- The Accredited-Only, General-Solicitation Exemption: the trade-off that allows public advertising in exchange for verified accredited-only sales
- Integration of Offerings: when two offerings close together in time get treated as one, and the 30-day safe harbor that usually avoids that question
- Information Delivery, Solicitation, and Resale Limits: when written disclosure is required, where the general solicitation ban applies, and why Regulation D securities are restricted securities
- Filing the Form D Notice: the 15-day deadline and when an issuer must amend
- Disqualification Provisions: the injunction-based and bad-actor triggers that can strip an issuer's exemption
- Insignificant Deviations: the narrow cure for a technical compliance slip, and the three failures it can never excuse
Why This Matters
Function 1 is half the Series 82 exam, and within it, Regulation D private placements carry more scored items than any other single unit. A private securities offerings representative spends much of the job structuring, selling, and documenting exempt offerings, so this material is both heavily tested and directly used on the job.
The unit builds from general principles to specific exemptions to the conditions and paperwork that apply across all of them:
- Which exemption fits an offering's size and solicitation plan
- Who can buy, and how many
- What the issuer owes purchasers in writing
- What happens when something goes wrong: a late filing, a disqualifying event, or a technical miss
Let's start with what Regulation D actually exempts, and what it does not.