b'entity whose officers, directors or employees are selling securities on behalf of the company.Federal Filing RequirementsForm D What Constitutes a Sale? Oneoftherequirementsmostoftenoverlookedbyanissuerwho otherwise would be entitled to claim the safe harbor exemption is that a Form D must be filed with the SEC within 15 days of a sale of a federally exempt security. For this purpose, the SEC defines the date of first sale is the date on which the first investor is irrevocably contractually committed to invest. See SEC Publication, Filing and Amending a Form D Notice, A Compliance Guide for Small Entities and Others, available at our Book Bonus page: https://RaiseCapitalForRealEstate.com/BookBonus For different offerings, this date could be interpreted differently. In the case of a real estate securities offering, it could be variously defined in the offering documents as the date the investors subscription is accepted by the issuer, the date impounds are broken (when the minimum offering amount is raised) or the date the investors money is used to acquire the real estate, or some other event or time frame specified in the offering documents. But it most certainly occurs when an investor can no longer get their money back because it has been spent to further the objectives of a real estate acquisition orbusiness.Additionally,sendinginvestorsreceiptsorcertificatesof ownership could trigger the filing deadlines if it is done prematurely. 83'