Sharing a private placement memorandum during a raise
A private placement memorandum is the offering document for a private raise: the terms, the business or strategy, the risk factors and the conflicts. Share it only after an NDA or investor qualification, number every copy, and keep a log of which version each investor received.
- 15 daysForm D due no later than 15 calendar days after the first sale (17 CFR 230.503)
Folder index
- 01 Current PPM The live version, watermarked per viewer, with the version date on the cover.
- 02 Supplements Each supplement in date order, with a one-line summary of what changed.
- 03 Superseded versions Earlier versions kept for the record, closed to new investors.
- 04 Fund or company documents Draft LPA or operating agreement, charter, term summary.
- 05 Subscription package Subscription agreement and investor questionnaire tied to the current PPM.
- 06 Track record Performance tables with net and gross figures and the methodology notes.
- 07 Risk and conflicts backup Policies the risk factors refer to, such as allocation and valuation.
How this raise works
Fund managers and companies raising under Regulation D commonly prepare a PPM, even though Reg D does not require a disclosure document when every purchaser is accredited. The reason is liability: the antifraud rules still apply, and a PPM is the place to state the risks and conflicts plainly. Counsel drafts it; the raising team supplies the business, strategy and track record sections.
A PPM changes during a raise. New risk factors appear, a key person leaves, an interim close adds investors, or the terms move after LP negotiation. Each change means a supplement or a new version, and the issuer must be able to show which investor saw which version before subscribing. A filing note too: an issuer relying on Rule 504 or 506 files Form D no later than 15 calendar days after the first sale.
For a registered investment adviser, any performance shown in the PPM or in materials sent with it can fall under the Advisers Act marketing rule, which requires net performance next to any gross figures, with equal prominence. Keep the performance pages under compliance review before each release.
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- Raise workflow 18%
- Investor onboarding 15%
- Cost of a raise 14%
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Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Current PPMThe live version, watermarked per viewer, with the version date on the cover.
- 02 SupplementsEach supplement in date order, with a one-line summary of what changed.
- 03 Superseded versionsEarlier versions kept for the record, closed to new investors.
- 04 Fund or company documentsDraft LPA or operating agreement, charter, term summary.
- 05 Subscription packageSubscription agreement and investor questionnaire tied to the current PPM.
- 06 Track recordPerformance tables with net and gross figures and the methodology notes.
- 07 Risk and conflicts backupPolicies the risk factors refer to, such as allocation and valuation.
- 08 FilingsForm D and state notice filings once made.
- 09 Investor questionsQ&A on the PPM, answered once and shared with the right groups.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | Firmex | Intralinks |
|---|---|---|---|---|---|---|---|
| Dynamic watermarks | Stamps the reader and a timestamp over every page, so a PPM that leaks carries its source with it. | ||||||
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| View-only files | Files can be read but not saved or printed, and the setting can change mid-raise without a new invite. | ||||||
| Q&A module | LPs and lead investors post questions on a file; the deal team routes each one, drafts a reply and decides who sees it. |
Setting up the room
- 01
Gate the PPM
Require an NDA or an investor qualification step before the PPM folder opens, and record the acceptance.
- 02
Watermark per viewer
Stamp each copy with the viewer's name and the date, and disable download where your counsel prefers view-only.
- 03
Version on every change
Publish supplements as separate files, move old versions to a closed folder and notify every investor who saw the earlier text.
- 04
Tie subscriptions to a version
Make the subscription agreement reference the PPM date, and check the access log before accepting a signed package.
- 05
Diary the Form D date
Set a reminder for 15 calendar days after the first sale, and file state notices where required.
- 06
Archive at final close
Export the PPM history and the access log to a fixed record for the fund or company files.
Common mistakes
- Sending the PPM as an email attachment with no record of version or recipient.
- Gross returns in the deck or PPM without net returns of equal prominence.
- Accepting a subscription from an investor who only saw a superseded version.
- Missing the Form D deadline because no one tracked the first sale date.
Calculators for this raise
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Questions and answers
What does PPM mean in fundraising?
Private placement memorandum: the disclosure document for a private securities offering, setting out terms, business or strategy, risks, conflicts and how to invest.
Is a PPM legally required?
Not always. Reg D does not require one for an offering sold only to accredited investors, but most issuers prepare one because antifraud liability still applies. Ask counsel for your case.
Can I send the PPM to anyone who asks?
Under Rule 506(b) you cannot use general solicitation, so share it only with investors you have a relationship with. Under 506(c) you may solicit generally but must take reasonable steps to verify accredited status.