I 
115TH CONGRESS 
2D SESSION 
H. R. 4971 
To amend the Securities Act of 1933 to exempt from registration with 
the Securities and Exchange Commission certain accredited investor 
transactions within transparent secondary markets, and for other pur-
poses. 
IN THE HOUSE OF REPRESENTATIVES 
FEBRUARY 7, 2018 
Mr. MOONEY of West Virginia (for himself and Mr. MACARTHUR) introduced 
the following bill; which was referred to the Committee on Financial Services 
A BILL 
To amend the Securities Act of 1933 to exempt from reg-
istration with the Securities and Exchange Commission 
certain accredited investor transactions within trans-
parent secondary markets, and for other purposes. 
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 ‘‘IPO Pipeline Act’’. 
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SEC. 2. EXEMPTION FOR CERTAIN ACCREDITED INVESTOR 
TRANSACTIONS WITHIN TRANSPARENT SEC-
ONDARY MARKETS. 
(a) EXEMPTED TRANSACTIONS.—Section 4 of the Se-
curities Act of 1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following new paragraph: 
‘‘(8) transactions meeting the requirements of 
subsection (e).’’; 
(2) by redesignating subsection (e) as sub-
section (f); and 
(3) by inserting after subsection (d) the fol-
lowing new subsection: 
‘‘(e) ACCREDITED INVESTOR TRANSACTIONS WITHIN 
TRANSPARENT SECONDARY MARKETS.— 
‘‘(1) IN GENERAL.—A transaction referred to in 
subsection (a)(8) is a transaction that meets the fol-
lowing requirements: 
‘‘(A) ACCREDITED
INVESTOR
REQUIRE-
MENT.—Each transaction participant is an ac-
credited investor, an affiliate of the issuer, or 
an employee of the issuer. 
‘‘(B) SECONDARY MARKETPLACE RULES.— 
‘‘(i) IN GENERAL.—In the case of a 
transaction described under clause (ii)— 
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‘‘(bb) exempt from reporting 
pursuant to section 240.12g3– 
2(b) of title 17, Code of Federal 
Regulations; or 
‘‘(cc) a foreign government 
(as defined in section 230.405 of 
title 17, Code of Federal Regula-
tions) eligible to register securi-
ties under Schedule B of section 
77aa; and 
‘‘(II) irrevocably reported to the 
Commission using Form D, or an ad-
dendum to Form D, under section 
239.500 of title 17, Code of Federal 
Regulations (or any successor regula-
tion), that the issuer will register 
under section 12 of the Securities Ex-
change Act of 1934 within one year of 
attaining $250,000,000 in annual rev-
enue as measured under generally ac-
cepted accounting principles. 
‘‘(C) DEFINITION OF AFFILIATE OF THE 
ISSUER.—In this subsection, the term ‘affiliate 
of the issuer’ has the meaning given such term 
in section 230.144(a)(1) of title 17, Code of 
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Federal Regulations (or any successor regula-
tion).’’; and 
(4) in subsection (f), as so redesignated, by 
striking ‘‘subsection (a)(7)’’ each place such term 
appears and inserting ‘‘paragraph (7) or (8) of sub-
section (a)’’. 
(b) EXEMPTION
FROM
REGISTRATION.—Section 
12(g)(2) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(g)(2)) is amended by adding at the end the 
following: 
‘‘(I) any security of an issuer where the issuer 
irrevocably reported to the Commission using Form 
D, or an addendum to Form D, under section 
239.500 of title 17, Code of Federal Regulations (or 
any successor regulation), that the issuer will reg-
ister under section 12 within one year of attaining 
$250,000,000 in annual revenue as measured under 
generally accepted accounting principles.’’. 
(c) DIRECTED RULEMAKING.—Not later than 90 
days after the date of the enactment of this Act, the Secu-
rities and Exchange Commission shall promulgate any 
regulations necessary to revise Form D and section 
239.500 of title 17, Code of Federal Regulations, to meet 
the purposes of the amendments made by this Act. 
Æ 
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