Item 3 of Form D asks you to identify two groups of related persons: the issuer’s executive officers and directors (along with anyone performing similar functions, such as general partners and managing members), and anyone who acted as a promoter of the issuer within the past five years.1U.S. Securities and Exchange Commission. Form D Instructions For each person you list, you provide a full name, an address, and the specific relationship to the issuer. The list is shorter than most first-time filers expect, but the definitions behind each category do real work, and getting them wrong is where filings go sideways.
The Two Categories on Item 3
Form D’s related-person disclosure is limited to these groups:
- Executive officers and directors of the issuer, plus persons performing similar functions (general partners, managing members, and comparable roles in non-corporate issuers)
- Promoters, meaning anyone who acted as a promoter of the issuer within the last five years1U.S. Securities and Exchange Commission. Form D Instructions
Passive investors, employees below the policymaking level, outside advisors without founding involvement, and non-managing members of an LLC generally do not appear on Item 3. The analysis is about authority and origins, not payroll.
Who Counts as an Executive Officer or Director
Under Rule 501(f), an executive officer includes the president, any vice president in charge of a principal business unit or division (such as sales, administration, or finance), and any other officer or person who performs a policymaking function for the issuer.2eCFR. 17 CFR 230.501 The Form D instructions add that title alone is not determinative.1U.S. Securities and Exchange Commission. Form D Instructions Function is what matters.
In practice, that cuts two ways. A “Vice President of Marketing” with no real influence over company strategy may not qualify. A “Chief of Staff” who shapes major business decisions probably does. The test is whether the person exercises policymaking authority, not what appears on their business card.
Directors are more straightforward: any member of the issuer’s board, or anyone serving in a comparable governance role at a non-corporate issuer.
One point that catches issuers off guard: officers of a subsidiary can be related persons of the parent if they perform policymaking functions for the issuer itself.2eCFR. 17 CFR 230.501 A subsidiary CEO whose decisions drive the parent’s strategy needs to be on the parent’s Form D even though they technically work somewhere else on the org chart.
General Partners, Managing Members, and Layered Entities
When the issuer is a limited partnership, LLC, or similar entity, the Form D instructions treat general partners and managing members as persons performing similar functions to executive officers and directors.1U.S. Securities and Exchange Commission. Form D Instructions In most fund structures, that is the entity actually making investment decisions and running operations, so this is where the disclosure lands.
The obligation does not stop at the first entity. If the managing member of an LLC issuer is itself a corporation or another LLC, the executive officers, directors, general partners, or managing members of that upper-tier entity get pulled in as well. The point of Item 3 is to identify the humans behind the control structure, so you trace control up through each layer until you reach individuals. Fund sponsors with typical GP/LP stacks often end up disclosing people two or three levels removed from the named issuer.
Who Counts as a Promoter
The five-year lookback for promoters runs from the later of the first sale of securities in the offering or the date Form D was required to be filed.1U.S. Securities and Exchange Commission. Form D Instructions Someone who helped launch the company and then walked away years ago may still need to appear on Item 3.
Rule 405 defines a promoter as anyone who, acting alone or with others, took the initiative in founding and organizing the issuer’s business. The definition also reaches anyone who, in connection with founding or organizing the business, received either:
- 10% or more of any class of the issuer’s securities, or
- 10% or more of the proceeds from the sale of any class of the issuer’s securities
A narrow carve-out excludes anyone who received securities solely as underwriting commissions or solely in exchange for property, provided they did not otherwise participate in founding the enterprise.3eCFR. 17 CFR 230.405
The net is wider than most founders expect. An early advisor who took a 10% equity stake for helping structure the business qualifies as a promoter even if they never held a title, never worked on operations, and left long before the offering. Before completing Item 3, review the cap table and any founding-era agreements with that definition in mind.
What You Disclose for Each Person
For every person identified under Item 3, the filing calls for:1U.S. Securities and Exchange Commission. Form D Instructions
- Full legal name
- A residential or business address, including street, city, state, and zip code
- The specific relationship to the issuer (executive officer, director, or promoter)
If someone fills more than one role, indicate every applicable relationship rather than choosing one. The EDGAR filing interface allows multiple selections for a single person.
Updating Related-Person Information After Filing
Rule 503 draws a useful line between changes that require an amendment and changes that do not. A material mistake of fact in the original filing (for example, omitting a related person or listing someone under the wrong relationship category) must be corrected as soon as practicable after the issuer discovers it.4eCFR. 17 CFR 230.503
Two categories of routine change are specifically exempted from the amendment requirement:4eCFR. 17 CFR 230.503
- A change to the address of a related person
- A change to the relationship between a related person and the issuer
So a director who moves houses, or an executive officer who transitions onto the board, does not by itself trigger an amendment. Adding a newly appointed officer or a newly identified promoter who was never previously disclosed is different, and does require an update.
For offerings that remain open longer than a year, an annual amendment is due on or before the first anniversary of the most recent filing or amendment, and it must carry current information across every item, Item 3 included.5U.S. Securities and Exchange Commission. Frequently Asked Questions and Answers on Form D That anniversary filing effectively forces a periodic refresh of the related-person list even when no individual event has required a mid-year update.
Item 3 Is Not the Same as the Bad Actor Check
One boundary worth naming. If your offering relies on Rule 506, the “covered persons” you have to run through the bad actor disqualification analysis under Rule 506(d) are a wider set than the related persons you list on Item 3. Rule 506(d) reaches, among others, the issuer and its affiliates, directors, executive officers, general partners, and managing members, other officers participating in the offering, 20% beneficial owners of the issuer’s voting equity, promoters connected with the issuer at the time of sale, compensated solicitors and their principals, and investment managers of pooled investment fund issuers along with their principals.6eCFR. 17 CFR 230.506 The SEC’s small-business guidance clarifies that “other officers participating in the offering” reaches beyond policymaking officers to anyone with more than transitory involvement in the capital raise, including officers who help prepare disclosure documents or speak with prospective investors.7U.S. Securities and Exchange Commission. Disqualification of Felons and Other Bad Actors from Rule 506 Offerings and Related Disclosure Requirements
The reason to keep this straight: someone can be a covered person for bad actor purposes without being a related person on Item 3, and a disqualifying event in any covered person’s background can jeopardize the entire 506 exemption. Running the bad actor check only against your Item 3 list leaves gaps.
Common Places Item 3 Goes Wrong
A few patterns account for most of the errors on Item 3.
Titles overriding function. Filers list everyone with an officer title and stop there, missing a senior manager without an officer title who actually sets policy, or listing a titled VP who has no policymaking role. The Rule 501(f) test asks what the person does.
Stopping at the first entity. In layered fund structures, filers list the managing member entity and forget to trace up to the individuals who control it. The disclosure needs to reach humans.
Forgetting the promoter lookback. Founders who left the company two or three years ago are easy to overlook, especially if they no longer appear on any current org chart or cap table. The five-year window from the later of first sale or filing date is what governs.
Missing the 10% promoter. An early advisor or service provider who received 10% or more of a class of securities or 10% or more of the proceeds in connection with founding the business is a promoter under Rule 405, even without a title or operational role.3eCFR. 17 CFR 230.405
Working through the org chart, the formation documents, and the cap table with those four gaps in mind will catch most of the people who belong on Item 3 but tend to get left off.