John Hancock Life Insurance Co D/A Indefinite amount in investment fund, sold $199.17M, 33 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001452178

John Hancock Life Insurance Co. (U.S.A) Separate Account P

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

Insurance Company Separate Investment Account

Name of Issuer

John Hancock Life Insurance Co (U.S.A.) Separate Account P

Jurisdiction of Incorporation/Organization

MICHIGAN

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2007
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
John Hancock Life Insurance Co (U.S.A.) Separate Account P
Street Address 1		Street Address 2
197 Clarendon Street
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Boston	MASSACHUSETTS	02116	800-521-1234

3. Related Persons

Last Name	First Name	Middle Name
John Hancock Life Insurance Company (U.S.A.)	John
Street Address 1	Street Address 2
197 Clarendon Street
City	State/Province/Country	ZIP/PostalCode
Boston	MASSACHUSETTS	02116

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

X

Pooled Investment Fund

	Hedge Fund
	Private Equity Fund
	Venture Capital Fund
X	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes X No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose		X	Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
Rule 504 (b)(1)(i)	X	Rule 506
Rule 504 (b)(1)(ii)		Securities Act Section 4(5)
Rule 504 (b)(1)(iii)	X	Investment Company Act Section 3(c)
	Section 3(c)(1) Section 3(c)(9)   Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) X Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2008-12-08	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

Equity	X	Pooled Investment Fund Interests
Debt		Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
	Interests in the Separate Account issued pursuant to Variable Life Insurance Policies

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
John Ramsey	2027520
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Signator Investors	468
Street Address 1	Street Address 2
197 Clarendon Street
City	State/Province/Country	ZIP/Postal Code
Boston	MASSACHUSETTS	02116
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSOURI NEBRASKA VIRGINIA

Recipient	Recipient CRD Number None
Donald Friedman	1023219
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
1125 NW Couch Street	Suite 900
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARKANSAS CALIFORNIA GEORGIA IOWA LOUISIANA MASSACHUSETTS MISSOURI OREGON PENNSYLVANIA TENNESSEE

Recipient	Recipient CRD Number None
David Gagnon	3159291
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
1125 NW Couch Street	Suite 900
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MASSACHUSETTS PENNSYLVANIA

Recipient	Recipient CRD Number None
Michael Corrigan	865125
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
ProEquities, Inc.	15708
Street Address 1	Street Address 2
322 N. Nopal Street
City	State/Province/Country	ZIP/Postal Code
Santa Barbara	CALIFORNIA	93103
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSOURI OREGON

Recipient	Recipient CRD Number None
Daniel Wagner	2653222
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
ProEquities, Inc.	15708
Street Address 1	Street Address 2
16654 Chesterfield Farms Drive
City	State/Province/Country	ZIP/Postal Code
Chesterfield	MISSOURI	63005
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSOURI

Recipient	Recipient CRD Number None
William Granville	2625844
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Northwestern Mutual Investment Services, LLC	2881
Street Address 1	Street Address 2
1 Riverway	Suite 900
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77056
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
William Borchert	1057817
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Northwestern Mutual Investment Services, LLC	2881
Street Address 1	Street Address 2
1 Riverway	Suite 900
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77056
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
James Cheney	45355
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
1400 Williams Street
City	State/Province/Country	ZIP/Postal Code
Chattanooga	TENNESSEE	37408
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA GEORGIA OREGON TENNESSEE

Recipient	Recipient CRD Number None
Todd Mezrah	2313891
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
5350 West Kennedy Boulevard
City	State/Province/Country	ZIP/Postal Code
Tampa	FLORIDA	33609
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE MARYLAND VIRGINIA WEST VIRGINIA

Recipient	Recipient CRD Number None
William Solfisburg	870776
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
NFP Securities, Inc.	42046
Street Address 1	Street Address 2
224 Hinckley Road
City	State/Province/Country	ZIP/Postal Code
MILTON	MASSACHUSETTS	02186
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MASSACHUSETTS

Recipient	Recipient CRD Number None
Stephen Kaufman	1022273
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Clark Securities, Inc.	43803
Street Address 1	Street Address 2
5120 Woodway	Suite 6002
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77056
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
Richard Melnick	4399110
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Clark Securities, Inc.	43803
Street Address 1	Street Address 2
5120 Woodway	Suite 6002
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77056
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA TEXAS

Recipient	Recipient CRD Number None
Carlos Huerta	3042039
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Clark Securities, Inc.	43803
Street Address 1	Street Address 2
5120 Woodway	Suite 6002
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77056
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA TEXAS

Recipient	Recipient CRD Number None
Jeffrey Davis	2187246
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
2467 Country Club Loop
City	State/Province/Country	ZIP/Postal Code
Westminster	COLORADO	80234
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
IOWA OKLAHOMA

Recipient	Recipient CRD Number None
James Wagner	1443094
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Capital Analysts, Incorporated	5478
Street Address 1	Street Address 2
13811 Clayton Road
City	State/Province/Country	ZIP/Postal Code
Town and Country	MISSOURI	63014
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
IOWA OKLAHOMA

Recipient	Recipient CRD Number None
Gus Comiskey	1019082
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Clark Securities, Inc.	43803
Street Address 1	Street Address 2
5120 Woodway	Suite 6002
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77056
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
Daryl Brockman	1960335
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Signator Investors	468
Street Address 1	Street Address 2
8607 Westwood Center Drive	Suite 300
City	State/Province/Country	ZIP/Postal Code
Vienna	VIRGINIA	22182
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSISSIPPI

Recipient	Recipient CRD Number None
Raymond Layman	4131553
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
First Legacy Securities, LLC	47079
Street Address 1	Street Address 2
3617 Summerford Drive
City	State/Province/Country	ZIP/Postal Code
Marietta	GEORGIA	30062
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSISSIPPI

Recipient	Recipient CRD Number None
Kevin Conley	1434976
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Signator Investors	468
Street Address 1	Street Address 2
8607 Westwood Center Drive	Suite 300
City	State/Province/Country	ZIP/Postal Code
Vienna	VIRGINIA	22182
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
GEORGIA MISSISSIPPI

Recipient	Recipient CRD Number None
Glenn Blackwood	1354238
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Clark Securities, Inc.	43803
Street Address 1	Street Address 2
2100 Ross Avenue	Suite 2200
City	State/Province/Country	ZIP/Postal Code
Dallas	TEXAS	75201-7906
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA

Recipient	Recipient CRD Number None
Jason Prather	4669803
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
NFP Securities, Inc.	42046
Street Address 1	Street Address 2
200 S. Commerce	Suite 350
City	State/Province/Country	ZIP/Postal Code
Little Rock	ARKANSAS	72201
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARKANSAS

Recipient	Recipient CRD Number None
Robert Leeper	1635925
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
NFP Securities, Inc.	42046
Street Address 1	Street Address 2
200 S. Commerce	Suite 350
City	State/Province/Country	ZIP/Postal Code
Little Rock	ARKANSAS	72201
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARKANSAS TENNESSEE

Recipient	Recipient CRD Number None
Stephen Whipple	1305851
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
NFP Securities, Inc.	42046
Street Address 1	Street Address 2
200 S.Commerce	Suite 350
City	State/Province/Country	ZIP/Postal Code
Little Rock	ARKANSAS	72201
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
GEORGIA TENNESSEE

Recipient	Recipient CRD Number None
David Larson	4501375
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Signator Investors	468
Street Address 1	Street Address 2
197 Clarendon St.
City	State/Province/Country	ZIP/Postal Code
Boston	MASSACHUSETTS	02116
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
VIRGINIA

Recipient	Recipient CRD Number None
Thomas Lynch	1023219
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
1125 NW Couch Street	Suite 900
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
IOWA

Recipient	Recipient CRD Number None
Bobby Whitfield Jr	3496
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
1125 NW Couch Street	Suite 900
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARKANSAS

Recipient	Recipient CRD Number None
Wayne Cravens	1678891
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
FSC Securities Corporation	7461
Street Address 1	Street Address 2
1080 Interstate Dr.
City	State/Province/Country	ZIP/Postal Code
Cookeville	TENNESSEE	38501
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TENNESSEE

Recipient	Recipient CRD Number None
Jeffrey Davis	2187246
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
1125 NW Couch St.	Suite 900
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
OKLAHOMA

Recipient	Recipient CRD Number None
Jose Garza	3172270
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Clark Securities, Inc.	43803
Street Address 1	Street Address 2
2100 Ross Ave.	Suite 2200
City	State/Province/Country	ZIP/Postal Code
Dallas	TEXAS	75201
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE

Recipient	Recipient CRD Number None
Jeremy Knobel	4315867
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Clark Securities, Inc.	43803
Street Address 1	Street Address 2
2100 Ross Ave.	Suite 2200
City	State/Province/Country	ZIP/Postal Code
Dallas	TEXAS	75201
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

Recipient	Recipient CRD Number None
Michael Layne	1937024
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Signator Investors, Inc.	468
Street Address 1	Street Address 2
9410 Atlee Commerce Boulevard	Suite 3
City	State/Province/Country	ZIP/Postal Code
Ashland	VIRGINIA	23005
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MARYLAND NEW JERSEY

Recipient	Recipient CRD Number None
James R. Cole	2941597
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
BOSC, INC.	17530
Street Address 1	Street Address 2
One Williams Center	Plaza Southeast
City	State/Province/Country	ZIP/Postal Code
Tulsa	OKLAHOMA	74172
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
OKLAHOMA

Recipient	Recipient CRD Number None
Judson Gray Teekell	841689
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
1125 NW Couch St.	Suite 900
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
LOUISIANA

Recipient	Recipient CRD Number None
David Byers	2653460
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
FNBB Capital Markets, LLC	132091
Street Address 1	Street Address 2
Two Metroplex Drive	Suite 111
City	State/Province/Country	ZIP/Postal Code
Birmingham	ALABAMA	35209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA

Recipient	Recipient CRD Number None
Joseph Crea	2110561
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
M Holdings Securities, Inc.	43285
Street Address 1	Street Address 2
1125 NW Couch St	Suite 900
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
OREGON

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$199,172,935	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

33

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$20,000,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

As the issuer of the variable life insurance policies, JH Life Insurance Company (USA) will receive amounts from charges deducted under the policies, but no executive officer, director, or promoter will receive any portion of the gross offering proceeds.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
John Hancock Life Insurance Company (U.S.A.) Separate Account P	/s/ James C. Hoodlet	James C. Hoodlet	Vice President, John Hancock Life Insurance Company (U.S.A.)	2011-04-11

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.