IIB 

114TH CONGRESS 

2D SESSION H. R. 2357 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 12, 2016 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

To direct the Securities and Exchange Commission to revise 

Form S–3 so as to add listing and registration of a 

class of common equity securities on a national securities 

exchange as an additional basis for satisfying the requirements of General Instruction I.B.1. of such form 

and to remove such listing and registration as a requirement of General Instruction I.B.6. of such form. 


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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 ‘‘Accelerating Access 

5 to Capital Act of 2016’’. 

6 TITLE I—ACCELERATING 

7 ACCESS TO CAPITAL 

8 SEC. 101. EXPANDED ELIGIBILITY FOR USE OF FORM S–3. 

9 Not later than 45 days after the date of the enact10 ment of this Act, the Securities and Exchange Commission 

11 shall revise Form S–3— 

12 (1) so as to permit securities to be registered 

13 pursuant to General Instruction I.B.1. of such form 

14 provided that either— 

15 (A) the aggregate market value of the vot16 ing and non-voting common equity held by non17 affiliates of the registrant is $75,000,000 or 

18 more; or 

19 (B) the registrant has at least one class of 

20 common equity securities listed and registered 

21 on a national securities exchange; and 

22 (2) so as to remove the requirement of para23 graph (c) from General Instruction I.B.6. of such 

24 form. 


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1 TITLE II—MICRO-OFFERING 

2 SAFE HARBOR 

3 SEC. 201. EXEMPTIONS FOR MICRO-OFFERINGS. 

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

5 1933 (15 U.S.C. 77d) is amended— 

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

7 following: 

8 ‘‘(8) transactions meeting the requirements of 

9 subsection (f).’’; and 

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

11 ‘‘(f) CERTAIN MICRO-OFFERINGS.— 

12 ‘‘(1) IN GENERAL.—Except as provided in para13 graph (2), the transactions referred to in subsection 

14 (a)(8) are transactions involving the sale of securi15 ties by an issuer (including all entities controlled by 

16 or under common control with the issuer) that meet 

17 all of the following requirements: 

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

19 purchaser has a substantive pre-existing rela20 tionship with an officer of the issuer, a director 

21 of the issuer, or a shareholder holding 10 per22 cent or more of the shares of the issuer. 

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

24 are no more than, or the issuer reasonably be25 lieves that there are no more than, 35 purVerDate Sep 11 2014 22:07 Sep 12, 2016 Jkt 059200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H2357.RFS H2357

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1 chasers of securities from the issuer that are 

2 sold in reliance on the exemption provided 

3 under subsection (a)(8) during the 12-month 

4 period preceding such transaction. 

5 ‘‘(C) SMALL OFFERING AMOUNT.—The ag6 gregate amount of all securities sold by the 

7 issuer, including any amount sold in reliance on 

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

9 during the 12-month period preceding such 

10 transaction, does not exceed $500,000. 

11 ‘‘(2) DISQUALIFICATION.— 

12 ‘‘(A) IN GENERAL.—The exemption pro13 vided under subsection (a)(8) shall not be avail14 able for a transaction involving a sale of securi15 ties if any person described in subparagraph 

16 (B) would have triggered disqualification pursu17 ant to section 230.506(d) of title 17, Code of 

18 Federal Regulations. 

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

20 described in this subparagraph are the fol21 lowing: 

22 ‘‘(i) The issuer. 

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

24 ‘‘(iii) Any affiliated issuer. 


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

2 other officer participating in the offering, 

3 general partner, or managing member of 

4 the issuer. 

5 ‘‘(v) Any beneficial owner of 20 per6 cent or more of the issuer’s outstanding 

7 voting equity securities, calculated on the 

8 basis of voting power. 

9 ‘‘(vi) Any promoter connected with 

10 the issuer in any capacity at the time of 

11 such sale. 

12 ‘‘(vii) Any investment manager of an 

13 issuer that is a pooled investment fund. 

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

15 will be paid (directly or indirectly) remu16 neration for solicitation of purchasers in 

17 connection with such sale of securities. 

18 ‘‘(ix) Any general partner or man19 aging member of any such investment 

20 manager or solicitor. 

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

22 other officer participating in the offering of 

23 any such investment manager or solicitor 

24 or general partner or managing member of 

25 such investment manager or solicitor.’’. 


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1 (b) EXEMPTION UNDER STATE REGULATIONS.—Sec2 tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 

3 77r(b)(4)) is amended— 

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

5 the end; 

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

7 and inserting ‘‘; or’’; and 

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

9 ‘‘(H) section 4(a)(8).’’. 

10 TITLE III—PRIVATE PLACEMENT 

11 IMPROVEMENT 

12 SEC. 301. REVISIONS TO SEC REGULATION D. 

13 Not later than 45 days following the date of the en14 actment of this Act, the Securities and Exchange Commis15 sion shall revise Regulation D (17 CFR 501 et seq.) in 

16 accordance with the following: 

17 (1) The Commission shall revise Form D filing 

18 requirements to require an issuer offering or selling 

19 securities in reliance on an exemption provided 

20 under Rule 506 of Regulation D to file with the 

21 Commission a single notice of sales containing the 

22 information required by Form D for each new offer23 ing of securities no earlier than 15 days after the 

24 date of the first sale of securities in the offering. 

25 The Commission shall not require such an issuer to 


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1 file any notice of sales containing the information re2 quired by Form D except for the single notice de3 scribed in the previous sentence. 

4 (2) The Commission shall make the information 

5 contained in each Form D filing available to the se6 curities commission (or any agency or office per7 forming like functions) of each State and territory of 

8 the United States and the District of Columbia. 

9 (3) The Commission shall not condition the 

10 availability of any exemption for an issuer under 

11 Rule 506 of Regulation D (17 CFR 230.506) on the 

12 issuer’s or any other person’s filing with the Com13 mission of a Form D or any similar report. 

14 (4) The Commission shall not require issuers to 

15 submit written general solicitation materials to the 

16 Commission in connection with a Rule 506(c) offer17 ing, except when the Commission requests such ma18 terials pursuant to the Commission’s authority 

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

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

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

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

23 or 78u–3). 

24 (5) The Commission shall not extend the re25 quirements contained in Rule 156 to private funds. 


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

2 Regulation D to provide that a person who is a 

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

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

5 5(a)(4) (17 CFR 270.3c–5(a)(4)), shall be an ac6 credited investor for purposes of a Rule 506 offering 

7 of a private fund with respect to which the person 

8 is a knowledgeable employee. 

Passed the House of Representatives September 8, 

2016. 

Attest: KAREN L. HAAS, 

Clerk. 


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