IB 
Union Calendar No. 280 
115TH CONGRESS 
1ST SESSION H. R. 2201 
[Report No. 115–383] 
To amend the Securities Act of 1933 to exempt certain micro-offerings from 
the registration requirements of such Act, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 27, 2017 
Mr. EMMER introduced the following bill; which was referred to the Committee 
on Financial Services 
NOVEMBER 1, 2017 
Additional sponsors: Mr. STIVERS, Mr. MESSER, Mr. TIPTON, Mr. 
PITTENGER, and Mr. MACARTHUR 
NOVEMBER 1, 2017 
Committed to the Committee of the Whole House on the State of the Union 
and ordered to be printed 
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A BILL 
To amend the Securities Act of 1933 to exempt certain 
micro-offerings from the registration requirements of 
such Act, 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 ‘‘Micro Offering Safe 
Harbor Act’’. 
SEC. 2. EXEMPTIONS FOR MICRO-OFFERINGS. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following: 
‘‘(8) transactions meeting the requirements of 
subsection (f).’’; and 
(2) by adding at the end the following: 
‘‘(f) CERTAIN MICRO-OFFERINGS.—The transactions 
referred to in subsection (a)(8) are transactions involving 
the sale of securities by an issuer (including all entities 
controlled by or under common control with the issuer) 
that meet all of the following requirements: 
‘‘(1) PRE-EXISTING RELATIONSHIP.—Each pur-
chaser has a substantive pre-existing relationship 
with an officer of the issuer, a director of the issuer, 
or a shareholder holding 10 percent or more of the 
shares of the issuer. 
‘‘(2) 35 OR FEWER PURCHASERS.—There are 
no more than, or the issuer reasonably believes that 
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there are no more than, 35 purchasers of securities 
from the issuer that are sold in reliance on the ex-
emption provided under subsection (a)(8) during the 
12-month period preceding such transaction. 
‘‘(3) SMALL OFFERING AMOUNT.—The aggre-
gate amount of all securities sold by the issuer, in-
cluding any amount sold in reliance on the exemp-
tion provided under subsection (a)(8), during the 12- 
month period preceding such transaction, does not 
exceed $500,000.’’. 
(b) EXEMPTION UNDER STATE REGULATIONS.—Sec-
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)) is amended— 
(1) in subparagraph (F), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) section 4(a)(8).’’. 
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