SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Main Street Growth 
Act’’. 
SEC. 2. VENTURE EXCHANGES. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 
6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) 
is amended by adding at the end the following: 
‘‘(m) VENTURE EXCHANGE.— 
‘‘(1) REGISTRATION.— 
‘‘(A) IN GENERAL.—A person may register 
themself (and a national securities exchange 
may register a listing tier of such exchange) as 
a national securities exchange solely for the 
purposes of trading venture securities by filing 
an application with the Commission pursuant to 
subsection (a) and the rules and regulations 
thereunder. 
‘‘(B) 
PUBLICATION
OF
NOTICE.—The 
Commission shall, upon the filing of an applica-
tion under subparagraph (A), publish notice of 
such filing and afford interested persons an op-
portunity to submit written data, views, and ar-
guments concerning such application. 
‘‘(C) APPROVAL OR DENIAL.— 
‘‘(i) IN GENERAL.—Within 90 days of 
the date of publication of a notice under
subparagraph (B) (or within such longer 
period as to which the applicant consents), 
the Commission shall— 
‘‘(I) by order grant such registra-
tion; or 
‘‘(II) institute a denial pro-
ceeding under clause (ii) to determine 
whether registration should be denied. 
‘‘(ii) DENIAL
PROCEEDING.—A pro-
ceeding under clause (i)(II) shall include 
notice of the grounds for denial under con-
sideration and opportunity for hearing and 
shall be concluded within 180 days of the 
date of the publication of a notice under 
subparagraph (B). At the conclusion of 
such proceeding the Commission, by order, 
shall grant or deny such registration. The 
Commission may extend the time for con-
clusion of such proceeding for up to 90 
days if the Commission finds good cause 
for such extension and publishes the Com-
mission’s reasons for so finding or for such 
longer period as to which the applicant 
consents.
‘‘(iii) CRITERIA
FOR
APPROVAL
OR 
DENIAL.—The Commission shall grant a 
registration under this paragraph if the 
Commission finds that the requirements of 
this title and the rules and regulations 
thereunder with respect to the applicant 
are satisfied. The Commission shall deny 
such registration if it does not make such 
finding. 
‘‘(2) POWERS AND RESTRICTIONS.—In addition 
to the powers and restrictions otherwise applicable 
to a national securities exchange, a venture ex-
change— 
‘‘(A) may only constitute, maintain, or pro-
vide a market place or facilities for bringing to-
gether purchasers and sellers of venture securi-
ties; 
‘‘(B) may not extend unlisted trading 
privileges to any venture security; 
‘‘(C) may only, if the venture exchange is 
a listing tier of another national securities ex-
change, allow trading in securities that are reg-
istered under section 12(b) on a national securi-
ties exchange other than a venture exchange; 
and
‘‘(D) may, subject to the rule filing process 
under section 19(b)— 
‘‘(i) determine the increment to be 
used for quoting and trading venture secu-
rities on the exchange; and 
‘‘(ii) choose to carry out periodic auc-
tions for the sale of a venture security in-
stead of providing continuous trading of 
the venture security. 
‘‘(3) TREATMENT OF CERTAIN EXEMPTED SE-
CURITIES.—A security that is exempt from registra-
tion pursuant to section 3(b) of the Securities Act 
of 1933 shall be exempt from section 12(a) of this 
title to the extent such securities are traded on a 
venture exchange, if the issuer of such security is in 
compliance with— 
‘‘(A) all disclosure obligations of such sec-
tion 3(b) and the regulations issued under such 
section; and 
‘‘(B) ongoing disclosure obligations of the 
applicable venture exchange that are similar to 
those provided by an issuer under tier 2 of Reg-
ulation A (17 CFR 230.251 et seq.). 
‘‘(4) VENTURE SECURITIES TRADED ON VEN-
TURE EXCHANGES MAY NOT TRADE ON NON-VEN-
TURE EXCHANGES.—A venture security may not be 
traded on a national securities exchange that is not 
a venture exchange during any period in which the 
venture security is being traded on a venture ex-
change. 
‘‘(5) RULE
OF
CONSTRUCTION.—Nothing in 
this subsection may be construed as requiring trans-
actions in venture securities to be effected on a na-
tional securities exchange. 
‘‘(6) COMMISSION AUTHORITY TO LIMIT CER-
TAIN TRADING.—The Commission may limit trans-
actions in venture securities that are not effected on 
a national securities exchange as appropriate to pro-
mote efficiency, competition, capital formation, and 
to protect investors. 
‘‘(7) DISCLOSURES TO INVESTORS.—The Com-
mission shall issue regulations to ensure that per-
sons selling or purchasing venture securities on a 
venture exchange are provided disclosures sufficient 
to understand— 
‘‘(A) the characteristics unique to venture 
securities; and 
‘‘(B) in the case of a venture exchange 
that is a listing tier of another national securi-
ties exchange, that the venture exchange is dis-
tinct from the other national securities ex-
change. 
‘‘(8) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) EARLY-STAGE, GROWTH COMPANY.— 
‘‘(i) IN GENERAL.—The term ‘early- 
stage, growth company’ means an issuer— 
‘‘(I) that has not made any reg-
istered initial public offering of any 
securities of the issuer; and 
‘‘(II) with a public float of less 
than or equal to the value of public 
float required to qualify as a large ac-
celerated filer under section 240.12b– 
2 of title 17, Code of Federal Regula-
tions. 
‘‘(ii) 
TREATMENT
WHEN
PUBLIC 
FLOAT EXCEEDS THRESHOLD.—An issuer 
shall not cease to be an early-stage, growth 
company by reason of the public float of 
such issuer exceeding the threshold speci-
fied in clause (i)(II) until the later of the 
following: 
‘‘(I) The end of the period of 24 
consecutive months during which the
(1) by redesignating subsection (d) as sub-
section (e); and 
(2) by inserting after subsection (c) the fol-
lowing: 
‘‘(d) TREATMENT OF SECURITIES LISTED ON A VEN-
TURE EXCHANGE.—Notwithstanding subsection (b), a se-
curity is not a covered security pursuant to subsection 
(b)(1)(A) if the security is only listed, or authorized for 
listing, on a venture exchange (as defined under section 
6(m) of the Securities Exchange Act of 1934).’’. 
(c) SENSE OF CONGRESS.—It is the sense of the Con-
gress that the Securities and Exchange Commission 
should— 
(1) when necessary or appropriate in the public 
interest and consistent with the protection of inves-
tors, make use of the Commission’s general exemp-
tive authority under section 36 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78mm) with respect 
to the provisions added by this section; and 
(2) if the Commission determines appropriate, 
create an Office of Venture Exchanges within the 
Commission’s Division of Trading and Markets. 
(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion or the amendments made by this section shall be con-
strued to impair or limit the construction of the antifraud
provisions of the securities laws (as defined in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a))) or the authority of the Securities and Exchange 
Commission under those provisions. 
(e) EFFECTIVE DATE FOR TIERS OF EXISTING NA-
TIONAL SECURITIES EXCHANGES.—In the case of a secu-
rities exchange that is registered as a national securities 
exchange under section 6 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78f) on the date of the enactment of 
this Act, any election for a listing tier of such exchange 
to be treated as a venture exchange under subsection (m) 
of such section shall not take effect before the date that 
is 180 days after such date of enactment. 
Passed the House of Representatives July 10, 2018. 
Attest: 
Clerk.
115TH CONGRESS 
2D SESSION 
H. R. 5877 
AN ACT 
To amend the Securities Exchange Act of 1934 to 
allow for the registration of venture exchanges, 
and for other purposes.