The SEC charged a registered investment adviser that served as a private fund manager and two private companies for failing to timely file Form Ds for unregistered securities offerings, in violation of Rule 503 of Regulation D. The investment adviser consented to a $60,000 penalty, while the two private issuers consented to penalties of $175,000 and $195,000. This case underscores why it is critically important that private fund managers and private issuers consult with legal counsel and compliance professionals to identify the applicable private offering exemption they are relying on prior to raising funds and take proactive steps to ensure timely Form D filings. Note that Question 22 of Form ADV Part 1, Section 7.B. requires private funds to note the Form D number if they have relied on a Reg D exemption and the SEC actively looks for this information to be provided.