IB 

Union Calendar No. 512 

114TH CONGRESS 

2D SESSION H. R. 4855 

[Report No. 114–661] 

To amend provisions in the securities laws relating to regulation crowdfunding 

to raise the dollar amount limit and to clarify certain requirements 

and exclusions for funding portals established by such Act. 

IN THE HOUSE OF REPRESENTATIVES 

MARCH 23, 2016 

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

Committee on Financial Services 

JULY 5, 2016 

Additional sponsor: Mr. SCHWEIKERT

JULY 5, 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 4855 RH

A BILL 

To amend provisions in the securities laws relating to regulation crowdfunding to raise the dollar amount limit and 

to clarify certain requirements and exclusions for funding 

portals established by such Act. 


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•HR 4855 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 ‘‘Fix Crowdfunding Act’’. 

5 SEC. 2. CROWDFUNDING VEHICLES. 

6 (a) AMENDMENTS TO THE SECURITIES ACT OF

7 1933.—The Securities Act of 1933 (15 U.S.C. 77a et seq.) 

8 is amended— 

9 (1) in section 4A(f)(3), by inserting ‘‘by any of 

10 paragraphs (1) through (14) of’’ before ‘‘section 3(c)’’; 

11 and 

12 (2) in section 4(a)(6)(B), by inserting after ‘‘any 

13 investor’’ the following: ‘‘, other than a crowdfunding 

14 vehicle (as defined in section 2(a) of the Investment 

15 Company Act of 1940),’’. 

16 (b) AMENDMENTS TO THE INVESTMENT COMPANY ACT

17 OF 1940.—The Investment Company Act of 1940 (15 

18 U.S.C. 80a-1 et seq.) is amended— 

19 (1) in section 2(a), by adding at the end the fol20 lowing: 

21 ‘‘(55) The term ‘crowdfunding vehicle’ means a 

22 company— 

23 ‘‘(A) whose purpose (as set forth in its orga24 nizational documents) is limited to acquiring, 

25 holding, and disposing securities issued by a sinVerDate Sep 11 2014 21:45 Jul 05, 2016 Jkt 059200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6203 E:\BILLS\H4855.RH H4855

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•HR 4855 RH

1 gle company in one or more transactions and 

2 made pursuant to section 4(a)(6) of the Securi3 ties Act of 1933; 

4 ‘‘(B) which issues only one class of securi5 ties; 

6 ‘‘(C) which receives no compensation in 

7 connection with such acquisition, holding, or dis8 position of securities; 

9 ‘‘(D) no associated person of which receives 

10 any compensation in connection with such ac11 quisition, holding or disposition of securities un12 less such person is acting as or on behalf of an 

13 investment adviser registered under the Invest14 ment Advisers Act of 1940; 

15 ‘‘(E) the securities of which have been issued 

16 in a transaction made pursuant to section 

17 4(a)(6) of the Securities Act of 1933, where both 

18 the crowdfunding vehicle and the company whose 

19 securities it holds are co-issuers; 

20 ‘‘(F) which is current in its ongoing disclo21 sure obligations under Rule 202 of Regulation 

22 Crowdfunding (17 C.F.R. 227.202); 

23 ‘‘(G) the company whose securities it holds 

24 is current in its ongoing disclosure obligations 


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•HR 4855 RH

1 under Rule 202 of Regulation Crowdfunding (17 

2 C.F.R. 227.202); and 

3 ‘‘(H) is advised by an investment adviser 

4 registered under the Investment Advisers Act of 

5 1940.’’; and 

6 (2) in section 3(c), by adding at the end the fol7 lowing: 

8 ‘‘(15) Any crowdfunding vehicle.’’. 

9 SEC. 3. CROWDFUNDING EXEMPTION FROM REGISTRATION. 

10 Section 12(g)(6) of the Securities Exchange Act of 

11 1934 (15 U.S.C. 78l(g)(6) is amended— 

12 (1) by striking ‘‘The Commission’’ and inserting 

13 the following: 

14 ‘‘(A) IN GENERAL.—The Commission’’; 

15 (2) by striking ‘‘section 4(6)’’ and inserting ‘‘sec16 tion 4(a)(6)’’; and 

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

18 ‘‘(B) TREATMENT OF SECURITIES ISSUED

19 BY CERTAIN ISSUERS.—An exemption under sub20 paragraph (A) shall be unconditional for securi21 ties offered by an issuer that had a public float 

22 of less than $75,000,000 as of the last business 

23 day of the issuer’s most recently completed semi24 annual period, computed by multiplying the ag25 gregate worldwide number of shares of the 


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•HR 4855 RH

1 issuer’s common equity securities held by non-af2 filiates by the price at which such securities were 

3 last sold (or the average bid and asked prices of 

4 such securities) in the principal market for such 

5 securities or, in the event the result of such pub6 lic float calculation is zero, had annual revenues 

7 of less than $50,000,000 as of the issuer’s most 

8 recently completed fiscal year.’’. 


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Union Calendar No. 512 

114TH CONGRESS 

2D SESSION H. R. 4855 

[Report No. 114–661] 

A BILL 

To amend provisions in the securities laws relating 

such Act. and exclusions for funding portals established by amount limit and to clarify certain requirements to regulation crowdfunding to raise the dollar 

JULY 5, 2016 

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


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