I 
119TH CONGRESS 
1ST SESSION H. R. 3959 
To except quotations of fixed-income securities from certain regulatory 
requirements, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JUNE 12, 2025 
Mr. DOWNING (for himself and Mr. FIELDS) introduced the following bill; 
which was referred to the Committee on Financial Services 
A BILL 
To except quotations of fixed-income securities from certain 
regulatory requirements, 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 ‘‘Protecting Private Job 
Creators Act’’. 
SEC. 2. FINDINGS. 
Congress finds the following: 
(1) On September 16, 2020, the Securities and 
Exchange Commission adopted a final rule amend-
ing Rule 15c2–11 under the Securities Exchange 
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Act of 1934 (15 U.S.C. 78a et seq.) which addresses 
disclosures in the OTC markets and imposes re-
quirements 
upon 
broker-dealers 
who 
publish 
quotations in such markets. 
(2) Rule 15c2–11 was promulgated in 1971, 
and has generally been understood to apply to OTC 
equity markets since that time. 
(3) The amendments to Rule 15c2–11 were 
based on the economic analysis of OTC equity mar-
kets. 
(4) The fixed-income markets are different in 
structure and function than OTC equity markets. 
(5) The fixed-income markets are critical to the 
ability of thousands of businesses’ ability to raise 
capital. 
(6) Rule 144A requires that issuers make their 
financial and operational information available to 
qualified institutional buyers upon request. 
(7) Following No-Action Letters issued on Sep-
tember 24, 2021, and December 16, 2021, the Secu-
rities and Exchange Commission indicated that it 
would apply Rule 15c2–11 to fixed-income markets 
in a manner that made significant changes to long- 
standing regulatory requirements, without a rule-
making process, without analysis of the costs and 
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benefits of the action, and without regard for the 
input of the public. According to a subsequent No- 
Action Letter, which was issued on November 30, 
2022, the Securities and Exchange Commission will 
apply Rule 15c2–11 to fixed-income securities sold 
pursuant to Rule 144A after no-action relief expired 
on January 4, 2025. 
(8) On October 30, 2023, the Securities and 
Exchange Commission exempted fixed-income securi-
ties sold pursuant to Rule 144A from Rule 15c2–11 
compliance, finding doing so is ‘‘appropriate in the 
public interest, and consistent with the protection of 
investors’’. 
(9) On November 22, 2024, the Securities and 
Exchange Commission granted exemptive relief from 
Rule 15c2–11 compliance to all fixed-incomes securi-
ties that meet certain criteria. 
SEC. 3. EXCEPTION RELATING TO QUOTATIONS OF FIXED- 
INCOME SECURITIES. 
(a) IN GENERAL.—Section 240.15c2–11 of title 17, 
Code of Federal Regulations, shall not apply with respect 
to quotations of fixed-income securities. 
(b) FIXED-INCOME SECURITY DEFINED.—In this 
section, the term ‘‘fixed-income security’’ means— 
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(1) any note, bond, debenture, certificate of de-
posit for a security, certificate of deposit, asset- 
backed security, or any other evidence of indebted-
ness; and 
(2) any security described under paragraph (1) 
that is convertible, with or without consideration, 
into any equity security or carrying any warrant or 
right to subscribe to or purchase any equity security. 
Æ 
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