II 

117TH CONGRESS 

2D SESSION S. 4857 

To amend the Securities Exchange Act of 1934 to require companies to 

file public reports after meeting certain quantitative thresholds, and 

for other purposes. 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 15, 2022 

Mr. REED (for himself, Ms. CORTEZ MASTO, and Ms. WARREN) introduced 

the following bill; which was read twice and referred to the Committee 

on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to require 

companies to file public reports after meeting certain 

quantitative thresholds, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Private Markets 

5 Transparency and Accountability Act’’. 

6 SEC. 2. REQUIREMENT TO FILE REGISTRATION STATE7 MENT. 

8 (a) IN GENERAL.—Section 12(g) of the Securities 

9 Exchange Act of 1934 (15 U.S.C. 78l(g)) is amended— 


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1 (1) in paragraph (1)— 

2 (A) in subparagraph (A)— 

3 (i) in clause (i), by moving the mar4 gins 2 ems to the right; and 

5 (ii) in clause (ii)— 

6 (I) by moving the margins 2 ems 

7 to the right; and 

8 (II) by striking ‘‘and’’ at the end; 

9 (B) by redesignating subparagraph (B) as 

10 subparagraph (D); and 

11 (C) by inserting after subparagraph (A) 

12 the following: 

13 ‘‘(B) within 18 months after the last day of the 

14 first fiscal year ended on which the issuer has a 

15 valuation exceeding $700,000,000 (excluding the 

16 value of shares held by affiliates of the issuer), 

17 ‘‘(C) within 18 months after the last day of the 

18 first fiscal year ended on which the issuer has— 

19 ‘‘(i) revenues exceeding $5,000,000,000; 

20 and 

21 ‘‘(ii) not less than 5,000 employees, and’’; 

22 (2) in paragraph (4)— 

23 (A) in the first sentence— 

24 (i) by striking ‘‘Registration’’ and in25 serting the following: ‘‘Except in the case 


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1 of an issuer, the registration of a security 

2 of which is required under paragraph 

3 (1)(B), registration’’; and 

4 (ii) by striking ‘‘persons persons’’ and 

5 inserting ‘‘persons’’; and 

6 (B) by inserting after the first sentence 

7 the following: ‘‘In the case of an issuer, the reg8 istration of a security of which is required 

9 under paragraph (1)(B), registration of the se10 curity may be terminated at the discretion of 

11 the Commission if the Commission finds, based 

12 on a certification submitted by the issuer under 

13 paragraph (7), and such other data and infor14 mation as the Commission may require, that 

15 the valuation of the issuer has fallen below 

16 $250,000,000.’’; and 

17 (3) by adding at the end the following: 

18 ‘‘(7) CERTIFICATION REQUIRED.—With respect 

19 to an issuer, the registration of a security of which 

20 is required under paragraph (1)(B), the issuer shall 

21 submit to the Commission an annual certification 

22 with respect to the value of shares held by affiliates 

23 of the issuer (along with shareholdings of those af24 filiates), beginning on the date on which that secu25 rity is first registered under that provision or such 


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1 earlier date on which the Commission requests infor2 mation about the valuation of the issuer or the hold3 ings of the affiliates of the issuer. 

4 ‘‘(8) REGISTRATION.— 

5 ‘‘(A) IN GENERAL.—Except as provided in 

6 subparagraph (B), with respect to an issuer, 

7 the registration of a security of which is re8 quired under subparagraph (B) or (C) of para9 graph (1), the issuer shall file with the Commis10 sion such supplementary and periodic informa11 tion, documents, and reports as may be re12 quired by the Commission under section 13 for 

13 a security registered under this section. 

14 ‘‘(B) APPLICATION.—The requirement 

15 under subparagraph (A) shall cease to apply 

16 with respect to an issuer on the earlier of— 

17 ‘‘(i) 18 months after the first fiscal 

18 year on which the issuer meets the thresh19 olds in subparagraph (A) or (B) of para20 graph (1); or 

21 ‘‘(ii) the date of the first sale of com22 mon equity securities of the issuer pursu23 ant to an effective registration statement 

24 under the Securities Act of 1933 (15 

25 U.S.C. 77a et seq.). 


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1 ‘‘(9) DEFINITIONS; DETERMINATIONS.— 

2 ‘‘(A) DEFINITIONS.—For purposes of 

3 paragraphs (1) and (7), with respect to an 

4 issuer— 

5 ‘‘(i) the term ‘affiliate’ has the mean6 ing given the term in section 230.405 of 

7 title 17, Code of Federal Regulations, as in 

8 effect on the date of enactment of this 

9 paragraph; and 

10 ‘‘(ii) the term ‘employee’ includes— 

11 ‘‘(I) any individual performing 

12 clerical, administrative, support, or 

13 other similar function for the issuer; 

14 and 

15 ‘‘(II) any independent contractor 

16 acting on behalf of the issuer. 

17 ‘‘(B) DETERMINATIONS.—The procedures 

18 and criteria to be used in determining the valu19 ation of an issuer for the purposes of paragraph 

20 (1)(B) may, as determined by the Commission, 

21 by rule— 

22 ‘‘(i) require a minimum trading pe23 riod; 

24 ‘‘(ii) rely on sales in a private market; 

25 or 


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1 ‘‘(iii) rely on certified financial state2 ments.’’. 

3 (b) RULES.— 

4 (1) FILINGS.—The Securities and Exchange 

5 Commission may, by rule, as the Commission deter6 mines consistent with the public interest and the 

7 protection of investors, tailor the content of the in8 formation, documents, or reports required to be filed 

9 by an issuer, the registration of a security of which 

10 is required under paragraph (1)(C) of section 

11 12(g)(1) of the Securities Exchange Act of 1934 (15 

12 U.S.C. 78l(g)(1)), as added by subsection (a). 

13 (2) TRANSITION THRESHOLDS.—The Securities 

14 and Exchange Commission may, by rule, establish 

15 transition thresholds for exiting from status as a re16 porting company under subparagraphs (B) and (C) 

17 of section 12(g)(1) of the Securities Exchange Act 

18 of 1934 (15 U.S.C. 78l(g)(1)), as added by sub19 section (a). 

20 (3) INVESTMENT COMPANIES.— 

21 (A) DEFINITION.—In this paragraph, the 

22 term ‘‘covered investment company’’ means a 

23 person that is excluded from the definition of 

24 ‘‘investment company’’ under subsection (b) or 


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1 (c) of section 3 of the Investment Company Act 

2 of 1940 (15 U.S.C. 80a–3). 

3 (B) POTENTIAL EXEMPTION.—The Securi4 ties and Exchange Commission may, by rule, 

5 exempt covered investment companies from the 

6 meaning of the term ‘‘issuer’’ for purposes of 

7 subparagraph (B) of section 12(g)(1) of the Se8 curities Exchange Act of 1934 (15 U.S.C. 

9 78l(g)(1)), as added by subsection (a), if the 

10 Commission finds that doing so is— 

11 (i) necessary or appropriate in the 

12 public interest or for the protection of in13 vestors; or 

14 (ii) otherwise in furtherance of the 

15 purposes of the Securities Exchange Act of 

16 1934 (15 U.S.C. 78a et seq.). 

Æ 


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