FORM D & More About RDATE

Dropbox went public on March 23 2018.  However – their first public filing was made almost a decade earlier – on July 7, 2009 when they reported raising more than seven million dollars from eight investors.  Their initial SEC filing was made on a Form D – their trading name at the time was Evenflow.  They filed a second Form D in 2014 describing an offering of securities totaling 450 million – by the time they made the filing they had raised 325 million of that 450 million total expected.

These were the only EDGAR filings from Dropbox until their draft registration statements were made public on 2/23/2018 (the same date as their S-1).

We have had several requests for Form D filing data. So I am delighted to report that we are in the final stages of delivering all the data extracted from the Form D filings to our distribution server.  When the Form D data goes live a new entry will appear in the ExtractionPreprocessed Data Pull List.  To access the data all you will need is a standard request file with the CIK, YEAR and PF focus values.

Traditionally the YEAR value should be the year the EDGAR filing was made available.  Of course this raises an unexpected complication for our users because we would not expect you to have any prior knowledge of a particular filing year for a Form D.  Therefore – to make this easier we are initially going to load all Form D filings with an RDATE of 6/30/2018.  We will add an additional field in the data RDATE_2 – this will be the actual data the filing was made available through EDGAR.  So when you build the request filed for Form D data the YEAR column will only need to have 2018.  You will then receive all Form D data for each CIK in your request list.

The column headings are going to reflect the location of the data item in the original form.  Here is an image from one of Dropbox’s Form D.  The section in the image is the section of the filing that reports on the issuer.

formd_1.PNG

Here is an image of the data captured from this original form.  Please note that the data has been transposed for this post – when you access the data the column heading are the values in column A:

formd_issuer

Since each data item in this section corresponds to details about the Primary Issuer the phrase primaryissuer is concatenated to other parts of the name with a period (.).  Since there are other addresses in the form the label issueraddress is used to make clear that the address information relates to the primary issuer rather than another address detail in the form (for example an address component of a related person).

Our initial push of Form D data was more focused than we would have liked.  Honestly I am trying to set up the automated processes.  Thus, rather than filling in all of the more than 300,000 Form D filings we identified those filers that have ever filed a 10-K.  This significantly reduced the initial testing load to a few more than 14,000 original documents.  As of today (8/2/2018)  the parsed data from the issuer section and the offering details from these filings has been pushed to our distribution system.  Sometime in the next 12 or so hours your client will update with the new option:

formd_ep

As I noted above – we are artificially setting the year value for these files as 2018.  The objective is to prevent you from having to guess when your particular registrant made a Form D filing.  So your request file should look something like:

formd_request

Frankly, I was surprised by some of the filings.  Note that Abbott Labs (CIK:1800) is in the above list.  They have filed 3 Form Ds – but the amount of capital raised seems minuscule compared to their market capitalization or book value (one offering of $70,000).  I have noticed that some filers are using the capital to fund executive pension plans.  All of these details and others are available in the way we have made this data available for your research.

As I have described in our help materials and elsewhere we use the term RDATE to indicate when a filing was made available to users of EDGAR.  Note that I did not describe the date as a filing date – this was purposeful.  The filing date reflects the date a filing was either received by EDGAR or at an SEC filing office.  For most filings the RDATE will generally also be the filing date but there are enough discrepancies to pay attention and manage dates by the RDATE rather than the filing date.  While setting up the code for processing the Form D filings I observed instances where the difference between the filing date and the RDATE was substantial.  For example – here is an image from the  header page for a filing made by Diffusion Pharmaceuticals:

formd_rdate

Notice the Filing Date of 7/3/2006 but also notice the date next to the SEC_HEADER tag  – 6/15/2015.  This is the date the filing was made public through EDGAR despite the filing date of 10/9/2007.  If you wanted to do an event study (imagine wanting to determine how public company market values were affected by news of a successful funding round for a competitor) then the  6/15/2015 date is probably the correct date to use or perhaps provides evidence that this observation should be considered for deletion given the gap between the filing date and the RDATE.  We use the SEC-HEADER date to assign the RDATE to each filing we process.  If there is a value for PERIOD in the header we use that for the CDATE as the header tag PERIOD maps into the index file CONFORMED PERIOD OF REPORT.  If there is no PERIOD value we use the filing date for the CDATE.  This is particularly important for the comment letters (form type UPLOAD)