I 

114TH CONGRESS 

2D SESSION H. R. 4852 

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 

A BILL 

To direct the Securities and Exchange Commission to revise 

Regulation D relating to exemptions from registration 

requirements for certain sales of securities. 

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 en8 actment of this Act, the Securities and Exchange CommisVerDate Sep 11 2014 21:12 Mar 24, 2016 Jkt 059200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H4852.IH H4852

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1 sion shall revise Regulation D (17 C.F.R. 501 et seq.) in 

2 accordance with the following: 

3 (1) The Commission shall revise Form D filing 

4 requirements to require an issuer offering or selling 

5 securities in reliance on an exemption provided 

6 under Rule 506 of Regulation D to file with the 

7 Commission a single notice of sales containing the 

8 information required by Form D for each new offer9 ing of securities no earlier than the date of first sale 

10 of securities in the offering. The Commission shall 

11 not require such an issuer to file any notice of sales 

12 containing the information required by Form D ex13 cept for the single notice described in the previous 

14 sentence. 

15 (2) The Commission shall make the information 

16 contained in each Form D filing available to the se17 curities commission (or any agency or office per18 forming like functions) of each State and territory of 

19 the United States and the District of Columbia. 

20 (3) The Commission shall not condition the 

21 availability of any exemption for an issuer under 

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

23 the issuer’s or any other person’s filing with the 

24 Commission of a Form D or any similar report. 


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1 (4) The Commission shall not require issuers to 

2 submit written general solicitation materials to the 

3 Commission in connection with a Rule 506(c) offer4 ing, except when the Commission requests such ma5 terials pursuant to the Commission’s authority 

6 under section 8A or section 20 of the Securities Act 

7 of 1933 (15 U.S.C. 77h–1 or 77t) or section 9, 

8 10(b), 21A, 21B, or 21C of the Securities Exchange 

9 Act of 1934 (15 U.S.C. 78i, 78j(b), 78u–1, 78u–2, 

10 or 78u–3). 

11 (5) The Commission shall not extend the re12 quirements contained in Rule 156 to private funds. 

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

14 Regulation D to provide that a person who is a 

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

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

17 5(a)(4) (17 C.F.R. 270.3c–5(a)(4)), shall be an ac18 credited investor for purposes of a Rule 506 offering 

19 of a private fund with respect to which the person 

20 is a knowledgeable employee. 

Æ 


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