IB 

Union Calendar No. 561 

114TH CONGRESS 

2D SESSION H. R. 4850 

[Report No. 114–723] 

To amend the Securities Act of 1933 to exempt certain micro-offerings from 

the registration requirements of such Act, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

MARCH 23, 2016 

Mr. EMMER of Minnesota (for himself, Mr. MESSER, Mr. BARR, Mr. ROYCE, 

Mr. CHABOT, Mr. TIPTON, Mr. BROOKS of Alabama, and Mr. WILLIAMS) 

introduced the following bill; which was referred to the Committee on Financial Services 

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 4850 RH

A BILL 

To amend the Securities Act of 1933 to exempt certain 

micro-offerings from the registration requirements of 

such Act, and for other purposes. 


smartinez on DSK3GLQ082PROD with BILLS
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•HR 4850 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 ‘‘Micro Offering Safe 

5 Harbor Act’’. 

6 SEC. 2. EXEMPTIONS FOR MICRO-OFFERINGS. 

7 (a) IN GENERAL.—Section 4 of the Securities Act of 

8 1933 (15 U.S.C. 77d) is amended— 

9 (1) in subsection (a), by adding at the end the 

10 following: 

11 ‘‘(8) transactions meeting the requirements of 

12 subsection (f).’’; and 

13 (2) by adding at the end the following: 

14 ‘‘(f) CERTAIN MICRO-OFFERINGS.— 

15 ‘‘(1) IN GENERAL.—Except as provided in para16 graph (2), the transactions referred to in subsection 

17 (a)(8) are transactions involving the sale of securities 

18 by an issuer (including all entities controlled by or 

19 under common control with the issuer) that meet all 

20 of the following requirements: 

21 ‘‘(A) PRE-EXISTING RELATIONSHIP.—Each 

22 purchaser has a substantive pre-existing rela23 tionship with an officer of the issuer, a director 

24 of the issuer, or a shareholder holding 10 percent 

25 or more of the shares of the issuer. 


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•HR 4850 RH

1 ‘‘(B) 35 OR FEWER PURCHASERS.—There 

2 are no more than, or the issuer reasonably be3 lieves that there are no more than, 35 purchasers 

4 of securities from the issuer that are sold in reli5 ance on the exemption provided under subsection 

6 (a)(8) during the 12-month period preceding 

7 such transaction. 

8 ‘‘(C) SMALL OFFERING AMOUNT.—The ag9 gregate amount of all securities sold by the 

10 issuer, including any amount sold in reliance on 

11 the exemption provided under subsection (a)(8), 

12 during the 12-month period preceding such 

13 transaction, does not exceed $500,000. 

14 ‘‘(2) DISQUALIFICATION.— 

15 ‘‘(A) IN GENERAL.—The exemption pro16 vided under subsection (a)(8) shall not be avail17 able for a transaction involving a sale of securi18 ties if any person described in subparagraph (B) 

19 would have triggered disqualification pursuant 

20 to section 230.506(d) of title 17, Code of Federal 

21 Regulations. 

22 ‘‘(B) PERSONS DESCRIBED.—The persons 

23 described in this subparagraph are the following: 

24 ‘‘(i) The issuer. 

25 ‘‘(ii) Any predecessor of the issuer. 


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•HR 4850 RH

1 ‘‘(iii) Any affiliated issuer. 

2 ‘‘(iv) Any director, executive officer, 

3 other officer participating in the offering, 

4 general partner, or managing member of the 

5 issuer. 

6 ‘‘(v) Any beneficial owner of 20 percent 

7 or more of the issuer’s outstanding voting 

8 equity securities, calculated on the basis of 

9 voting power. 

10 ‘‘(vi) Any promoter connected with the 

11 issuer in any capacity at the time of such 

12 sale. 

13 ‘‘(vii) Any investment manager of an 

14 issuer that is a pooled investment fund. 

15 ‘‘(viii) Any person that has been or 

16 will be paid (directly or indirectly) remu17 neration for solicitation of purchasers in 

18 connection with such sale of securities. 

19 ‘‘(ix) Any general partner or man20 aging member of any such investment man21 ager or solicitor. 

22 ‘‘(x) Any director, executive officer, or 

23 other officer participating in the offering of 

24 any such investment manager or solicitor or 


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•HR 4850 RH

1 general partner or managing member of 

2 such investment manager or solicitor.’’. 

3 (b) EXEMPTION UNDER STATE REGULATIONS.—Sec4 tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 

5 77r(b)(4)) is amended— 

6 (1) in subparagraph (F), by striking ‘‘or’’ at the 

7 end; 

8 (2) in subparagraph (G), by striking the period 

9 and inserting ‘‘; or’’; and 

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

11 ‘‘(H) section 4(a)(8).’’. 


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smartinez on DSK3GLQ082PROD with BILLS
Union Calendar No. 561 

114TH CONGRESS 

2D SESSION H. R. 4850 

[Report No. 114–723] 

A BILL 

To amend the Securities Act of 1933 to exempt 

quirements of such Act, and for other purposes. certain micro-offerings from the registration reSEPTEMBER 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