6 Del. Admin. Code § 200-D-406

Current through Register Vol. 28, No. 5, November 1, 2024

Section 200-D-406 - Notice Filings For Covered Securities Under Section 18(b)(4)(E) of the U.S. Securities Act of 1933

(a) An issuer offering a security that is a covered security under Section 18(b)(4)(E) of the Securities Act of 1933 (or as such section may be renumbered), including a security that is being offered under SEC Rule 506, 17 C.F.R. §230.506, shall file with the Director a notice on SEC Form D no later than 15 days after the first sale of suchcovered security in this state, or if an earlier filing is required by the SEC, at such earlier date, if a sale is contemplated in Delaware.

(b) For purposes of these Rules, "SEC Form D" is defined as the document adopted by the SEC and in effect on September 1, 1996 (and as may be amended by the SEC from time to time), entitled "FORM D; Notice of Sale of Securities pursuant to Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption", including Part E and the Appendix.

(c) Form D notice filings and related fees may be filed electronically with and transmitted to the Electronic Filing Depository ("EFD"), an internet based filing service operated and developed by the North American Securities Administrators Association. Effective June 1, 2017, all such notice filings shall be submitted electronically through EFD.

(1) Any documents or fees required to be filed with the Director that are not permitted to be filed with, or cannot be accepted by, EFD shall be filed directly with the Director.

(2) A duly authorized person of the issuer shall affix his or her electronic signature to the Form D filing by typing his or her name in the appropriate fields and submitting the filing to the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). Submission of a filing shall constitute irrefutable evidence of legal signature by any individual whose name is typed on the filing.

6 Del. Admin. Code § 200-D-406

1 DE Reg 1978 (6/1/98)
15 DE Reg. 529 (10/01/11)
18 DE Reg. 394 (11/1/2014)
20 DE Reg. 728 (3/1/2017) (Final)