IB 
Union Calendar No. 626 
115TH CONGRESS 
2D SESSION 
H. R. 5877 
[Report No. 115–807] 
To amend the Securities Exchange Act of 1934 to allow for the registration 
of venture exchanges, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 18, 2018 
Mr. EMMER introduced the following bill; which was referred to the Committee 
on Financial Services 
JULY 10, 2018 
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 May 18, 2018] 
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A BILL 
To amend the Securities Exchange Act of 1934 to allow 
for the registration of venture exchanges, and for other 
purposes. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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 na-
tional securities exchange solely for the purposes 
of trading venture securities by filing an appli-
cation with the Commission pursuant to sub-
section (a) and the rules and regulations there-
under. 
‘‘(B) PUBLICATION OF NOTICE.—The Com-
mission shall, upon the filing of an application 
under subparagraph (A), publish notice of such 
filing and afford interested persons an oppor-
tunity to submit written data, views, and argu-
ments concerning such application. 
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‘‘(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 proceeding 
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 Com-
mission may extend the time for conclusion 
of such proceeding for up to 90 days if the 
Commission finds good cause for such exten-
sion and publishes the Commission’s rea-
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sons for so finding or for such longer period 
as to which the applicant consents. 
‘‘(iii) CRITERIA FOR APPROVAL OR DE-
NIAL.—The Commission shall grant a reg-
istration under this paragraph if the Com-
mission finds that the requirements of this 
title and the rules and regulations there-
under with respect to the applicant are sat-
isfied. The Commission shall deny such reg-
istration 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 exchange— 
‘‘(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 privi-
leges 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 
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‘‘(D) may, subject to the rule filing process 
under section 19(b)— 
‘‘(i) determine the increment to be used 
for quoting and trading venture securities 
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 SECU-
RITIES.—A security that is exempt from registration 
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 ex-
change, 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 Regu-
lation A (17 C.F.R. 230.251 et seq). 
‘‘(4) VENTURE SECURITIES TRADED ON VENTURE 
EXCHANGES MAY NOT TRADE ON NON-VENTURE EX-
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CHANGES.—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 se-
curity is being traded on a venture exchange. 
‘‘(5) RULE OF CONSTRUCTION.—Nothing in this 
subsection may be construed as requiring transactions 
in venture securities to be effected on a national secu-
rities exchange. 
‘‘(6) COMMISSION AUTHORITY TO LIMIT CERTAIN 
TRADING.—The Commission may limit transactions 
in venture securities that are not effected on a na-
tional securities exchange as appropriate to promote 
efficiency, competition, capital formation, and to pro-
tect investors. 
‘‘(7) DISCLOSURES TO INVESTORS.—The Com-
mission shall issue regulations to ensure that persons 
selling or purchasing venture securities on a venture 
exchange are provided disclosures sufficient to under-
stand— 
‘‘(A) the characteristics unique to venture 
securities; and 
‘‘(B) in the case of a venture exchange that 
is a listing tier of another national securities ex-
change, that the venture exchange is distinct 
from the other national securities exchange. 
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‘‘(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 se-
curities 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 specified in clause 
(i)(II) until the later of the following: 
‘‘(I) The end of the period of 24 
consecutive months during which the 
public float of the issuer exceeds 
$2,000,000,000 (as such amount is in-
dexed for inflation every 5 years by the 
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Commission to reflect the change in the 
Consumer Price Index for All Urban 
Consumers published by the Bureau of 
Labor Statistics, setting the threshold 
to the nearest $1,000,000). 
‘‘(II) The end of the 1-year period 
following the end of the 24-month pe-
riod described under subclause (I), if 
the issuer requests such 1-year exten-
sion from a venture exchange and the 
venture exchange elects to provide such 
extension. 
‘‘(B) PUBLIC FLOAT.—With respect to an 
issuer, the term ‘public float’ means the aggre-
gate worldwide market value of the voting and 
non-voting common equity of the issuer held by 
non-affiliates. 
‘‘(C) VENTURE SECURITY.— 
‘‘(i) IN GENERAL.—The term ‘venture 
security’ means— 
‘‘(I) securities of an early-stage, 
growth company that are exempt from 
registration pursuant to section 3(b) of 
the Securities Act of 1933; 
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‘‘(II) securities of an emerging 
growth company; or 
‘‘(III) securities registered under 
section 12(b) and listed on a venture 
exchange (or, prior to listing on a ven-
ture exchange, listed on a national se-
curities exchange) where— 
‘‘(aa) the issuer of such secu-
rities has a public float less than 
or equal to the value of public 
float required to qualify as a large 
accelerated filer under section 
240.12b–2 of title 17, Code of Fed-
eral Regulations; or 
‘‘(bb) the average daily trade 
volume is 75,000 shares or less 
during a continuous 60-day pe-
riod. 
‘‘(ii) TREATMENT WHEN PUBLIC FLOAT 
EXCEEDS THRESHOLD.—Securities shall not 
cease to be venture securities by reason of 
the public float of the issuer of such securi-
ties exceeding the threshold specified in 
clause (i)(III)(aa) until the later of the fol-
lowing: 
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‘‘(I) The end of the period of 24 
consecutive months beginning on the 
date— 
‘‘(aa) the public float of such 
issuer exceeds $2,000,000,000; and 
‘‘(bb) the average daily trade 
volume 
of 
such 
securities 
is 
100,000 shares or more during a 
continuous 60-day period. 
‘‘(II) The end of the 1-year period 
following the end of the 24-month pe-
riod described under subclause (I), if 
the issuer of such securities requests 
such 1-year extension from a venture 
exchange and the venture exchange 
elects to provide such extension.’’. 
(b) SECURITIES ACT OF 1933.—Section 18 of the Secu-
rities Act of 1933 (15 U.S.C. 77r) is amended— 
(1) by redesignating subsection (d) as subsection 
(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 secu-
rity is not a covered security pursuant to subsection 
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(b)(1)(A) if the security is only listed, or authorized for list-
ing, 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 exemptive 
authority under section 36 of the Securities Exchange 
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 section 
or the amendments made by this section shall be construed 
to impair or limit the construction of the antifraud provi-
sions 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 Commis-
sion under those provisions. 
(e) EFFECTIVE DATE FOR TIERS OF EXISTING NA-
TIONAL SECURITIES EXCHANGES.—In the case of a securi-
ties exchange that is registered as a national securities ex-
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change 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. 
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Union Calendar No. 626 
115TH CONGRESS 
2D SESSION 
H. R. 5877 
[Report No. 115–807] 
A BILL 
To amend the Securities Exchange Act of 1934 to 
allow for the registration of venture exchanges, 
and for other purposes. 
JULY 10, 2018 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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