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Union Calendar No. 562 

114TH CONGRESS 

2D SESSION H. R. 4852 

[Report No. 114–726] 

To direct the Securities and Exchange Commission to revise Regulation D 

relating to exemptions from registration requirements for certain sales 

of securities. 

IN THE HOUSE OF REPRESENTATIVES 

MARCH 23, 2016 

Mr. GARRETT introduced the following bill; which was referred to the 

Committee on Financial Services 

SEPTEMBER 6, 2016 

Additional sponsor: Mr. MCHENRY

SEPTEMBER 6, 2016 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on March 23, 2016] 


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•HR 4852 RH

A BILL 

To direct the Securities and Exchange Commission to revise 

Regulation D relating to exemptions from registration 

requirements for certain sales of securities. 


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•HR 4852 RH

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 Placement Im5 provement Act of 2016’’. 

6 SEC. 2. REVISIONS TO SEC REGULATION D. 

7 Not later than 45 days following the date of the enact8 ment of this Act, the Securities and Exchange Commission 

9 shall revise Regulation D (17 C.F.R. 501 et seq.) in accord10 ance with the following: 

11 (1) The Commission shall revise Form D filing 

12 requirements to require an issuer offering or selling 

13 securities in reliance on an exemption provided under 

14 Rule 506 of Regulation D to file with the Commission 

15 a single notice of sales containing the information re16 quired by Form D for each new offering of securities 

17 no earlier than 15 days after the date of the first sale 

18 of securities in the offering. The Commission shall not 

19 require such an issuer to file any notice of sales con20 taining the information required by Form D except 

21 for the single notice described in the previous sen22 tence. 

23 (2) The Commission shall make the information 

24 contained in each Form D filing available to the secu25 rities commission (or any agency or office performing 


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1 like functions) of each State and territory of the 

2 United States and the District of Columbia. 

3 (3) The Commission shall not condition the 

4 availability of any exemption for an issuer under 

5 Rule 506 of Regulation D (17 C.F.R. 230.506) on the 

6 issuer’s or any other person’s filing with the Commis7 sion of a Form D or any similar report. 

8 (4) The Commission shall not require issuers to 

9 submit written general solicitation materials to the 

10 Commission in connection with a Rule 506(c) offer11 ing, except when the Commission requests such mate12 rials pursuant to the Commission’s authority under 

13 section 8A or section 20 of the Securities Act of 1933 

14 (15 U.S.C. 77h–1 or 77t) or section 9, 10(b), 21A, 

15 21B, or 21C of the Securities Exchange Act of 1934 

16 (15 U.S.C. 78i, 78j(b), 78u–1, 78u–2, or 78u–3). 

17 (5) The Commission shall not extend the require18 ments contained in Rule 156 to private funds. 

19 (6) The Commission shall revise Rule 501(a) of 

20 Regulation D to provide that a person who is a 

21 ‘‘knowledgeable employee’’ of a private fund or the 

22 fund’s investment adviser, as defined in Rule 3c– 

23 5(a)(4) (17 C.F.R. 270.3c–5(a)(4)), shall be an ac24 credited investor for purposes of a Rule 506 offering 


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1 of a private fund with respect to which the person is 

2 a knowledgeable employee. 


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Union Calendar No. 562 

114TH CONGRESS 

2D SESSION H. R. 4852 

[Report No. 114–726] 

A BILL 

To direct the Securities and Exchange Commission 

of securities. from registration requirements for certain sales to revise Regulation D relating to exemptions 

SEPTEMBER 6, 2016 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


smartinez on DSK3GLQ082PROD with BILLS