What does selling 'privately' mean legally?

The FSCMA defines soliciting 50 or more investors to subscribe for newly issued securities as a 'public offering', and any solicitation that does not amount to a public offering as a 'private placement'.

When counting the 50, people solicited for the same type of securities within 6 months before the solicitation date are added together, but professional investors and related persons such as the largest shareholder and officers are excluded. Even with fewer than 50, cases such as where the securities may be transferred to 50 or more people within 1 year of issuance are treated as a public offering.