IB 
Union Calendar No. 274 
115TH CONGRESS 
1ST SESSION H. R. 3903 
[Report No. 115–374] 
To amend the Securities Act of 1933 to expand the ability to use testing 
the waters and confidential draft registration submissions, and for other 
purposes. 
IN THE HOUSE OF REPRESENTATIVES 
OCTOBER 2, 2017 
Mr. BUDD (for himself and Mr. MEEKS) introduced the following bill; which 
was referred to the Committee on Financial Services 
OCTOBER 31, 2017 
Reported with amendments, 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 expand the ability 
to use testing the waters and confidential draft registra-
tion submissions, 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 ‘‘Encouraging Public 
Offerings Act of 2017’’. 
SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDEN-
TIAL SUBMISSIONS. 
The Securities Act of 1933 (15 U.S.C. 77a et seq.) 
is amended— 
(1) in section 5(d), by striking ‘‘an emerging 
growth company or any person authorized to act on 
behalf of an emerging growth company’’ and insert-
ing ‘‘an issuer or any person authorized to act on 
behalf of an issuer’’; and 
(1) in section 5(d)— 
(A) by striking ‘‘Notwithstanding’’ and in-
serting the following: 
‘‘(1) IN GENERAL.—Notwithstanding’’; 
(B) by striking ‘‘an emerging growth com-
pany or any person authorized to act on behalf 
of an emerging growth company’’ and inserting 
‘‘an issuer or any person authorized to act on be-
half of an issuer’’; and 
(C) by adding at the end the following: 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
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‘‘(A) IN GENERAL.—The Commission may 
issue regulations, subject to public notice and 
comment, to impose such other terms, conditions, 
or requirements on the engaging in oral or writ-
ten communications described under paragraph 
(1) by an issuer other than an emerging growth 
company as the Commission determines appro-
priate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall issue a report to the Con-
gress containing a list of the findings supporting 
the basis of such rulemaking.’’; and 
(2) in section 6(e)— 
(A) in the heading, by striking ‘‘EMERG-
ING
GROWTH
COMPANIES’’ 
and 
inserting 
‘‘DRAFT REGISTRATION STATEMENTS’’; 
(B) by redesignating paragraph (2) as 
paragraph (3) paragraph (4); and 
(C) by striking paragraph (1) and insert-
ing the following: 
‘‘(1) PRIOR TO INITIAL PUBLIC OFFERING.— 
Any issuer, prior to its initial public offering date, 
may confidentially submit to the Commission a draft 
registration statement, for confidential nonpublic re-
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view by the staff of the Commission prior to public 
filing, provided that the initial confidential submis-
sion and all amendments thereto shall be publicly 
filed with the Commission not later than 15 days be-
fore the date on which the issuer conducts a road 
show (as defined under section 230.433(h)(4) of title 
17, Code of Federal Regulations) or, in the absence 
of a road show, at least 15 days prior to the re-
quested effective date of the registration statement. 
‘‘(2) WITHIN ONE YEAR AFTER INITIAL PUBLIC 
OFFERING
OR
EXCHANGE
REGISTRATION.—Any 
issuer, within the one-year period following its initial 
public offering or its registration of a security under 
section 12(b) of the Securities Exchange Act of 
1934, may confidentially submit to the Commission 
a draft registration statement, for confidential non-
public review by the staff of the Commission prior 
to public filing, provided that the initial confidential 
submission and all amendments thereto shall be pub-
licly filed with the Commission not later than 15 
days before the date on which the issuer conducts a 
road show (as defined under section 230.433(h)(4) 
of title 17, Code of Federal Regulations) or, in the 
absence of a road show, at least 15 days prior to the 
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requested effective date of the registration state-
ment. 
‘‘(3) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
issue regulations, subject to public notice and 
comment, to impose such other terms, conditions, 
or requirements on the submission of draft reg-
istration statements described under this sub-
section by an issuer other than an emerging 
growth company as the Commission determines 
appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall issue a report to the Con-
gress containing a list of the findings supporting 
the basis of such rulemaking.’’. 
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Union Calendar No. 274 
115TH CONGRESS 
1ST SESSION 
H. R. 3903 
[Report No. 115–374] 
A BILL 
To amend the Securities Act of 1933 to expand the 
ability to use testing the waters and confidential 
draft registration submissions, and for other pur-
poses. 
OCTOBER 31, 2017 
Reported with amendments, committed to the Committee 
of the Whole House on the State of the Union, and or-
dered to be printed 
VerDate Sep 11 2014 
20:33 Oct 31, 2017
Jkt 079200
PO 00000
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