IB 
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] 
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A BILL 
To direct the Securities and Exchange Commission to revise 
Regulation D relating to exemptions from registration 
requirements for certain sales of securities. 
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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 ‘‘Private Placement Im-
provement Act of 2016’’. 
SEC. 2. REVISIONS TO SEC REGULATION D. 
Not later than 45 days following the date of the enact-
ment of this Act, the Securities and Exchange Commission 
shall revise Regulation D (17 C.F.R. 501 et seq.) in accord-
ance 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 re-
quired 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 con-
taining the information required by Form D except 
for the single notice described in the previous sen-
tence. 
(2) The Commission shall make the information 
contained in each Form D filing available to the secu-
rities commission (or any agency or office performing 
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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 Commis-
sion 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) offer-
ing, except when the Commission requests such mate-
rials 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 require-
ments 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 ac-
credited investor for purposes of a Rule 506 offering 
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of a private fund with respect to which the person is 
a knowledgeable employee. 
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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 Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
VerDate Sep 11 2014 
02:41 Sep 07, 2016
Jkt 059200
PO 00000
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