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[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4852 Reported in House (RH)]

<DOC>

                                                 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]

_______________________________________________________________________

                                 A BILL

 
To direct the Securities and Exchange Commission to revise Regulation D 
relating to exemptions from registration requirements for certain sales 
                             of securities.

 

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Private Placement Improvement Act of 
2016''.

SEC. 2. REVISIONS TO SEC REGULATION D.

    Not later than 45 days following the date of the enactment of this 
Act, the Securities and Exchange Commission shall revise Regulation D 
(17 C.F.R. 501 et seq.) in accordance with the following:
            (1) The Commission shall revise Form D filing requirements 
        to require an issuer offering or selling securities in reliance 
        on an exemption provided under Rule 506 of Regulation D to file 
        with the Commission a single notice of sales containing the 
        information required by Form D for each new offering of 
        securities no earlier than 15 days after the date of the first 
        sale of securities in the offering. The Commission shall not 
        require such an issuer to file any notice of sales containing 
        the information required by Form D except for the single notice 
        described in the previous sentence.
            (2) The Commission shall make the information contained in 
        each Form D filing available to the securities commission (or 
        any agency or office performing like functions) of each State 
        and territory of the United States and the District of 
        Columbia.
            (3) The Commission shall not condition the availability of 
        any exemption for an issuer under Rule 506 of Regulation D (17 
        C.F.R. 230.506) on the issuer's or any other person's filing 
        with the Commission of a Form D or any similar report.
            (4) The Commission shall not require issuers to submit 
        written general solicitation materials to the Commission in 
        connection with a Rule 506(c) offering, except when the 
        Commission requests such materials pursuant to the Commission's 
        authority under section 8A or section 20 of the Securities Act 
        of 1933 (15 U.S.C. 77h-1 or 77t) or section 9, 10(b), 21A, 21B, 
        or 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78i, 
        78j(b), 78u-1, 78u-2, or 78u-3).
            (5) The Commission shall not extend the requirements 
        contained in Rule 156 to private funds.
            (6) The Commission shall revise Rule 501(a) of Regulation D 
        to provide that a person who is a ``knowledgeable employee'' of 
        a private fund or the fund's investment adviser, as defined in 
        Rule 3c-5(a)(4) (17 C.F.R. 270.3c-5(a)(4)), shall be an 
        accredited investor for purposes of a Rule 506 offering of a 
        private fund with respect to which the person is a 
        knowledgeable employee.
                                                 Union Calendar No. 562

114th CONGRESS

  2d Session

                               H. R. 4852

                          [Report No. 114-726]

_______________________________________________________________________

                                 A BILL

To direct the Securities and Exchange Commission to revise Regulation D 
relating to exemptions from registration requirements for certain sales 
                             of securities.

_______________________________________________________________________

                           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
```