HR 3606 PCS
Price Index for All Urban Consumers published 
by the Bureau of Labor Statistics, setting the 
threshold to the nearest 1,000,000) or more; 
‘‘(B) the last day of the fiscal year of the 
issuer following the fifth anniversary of the date 
of the first sale of common equity securities of 
the issuer pursuant to an effective registration 
statement under this title; 
‘‘(C) the date on which such issuer has, 
during the previous 3-year period, issued more 
than $1,000,000,000 in non-convertible debt; or 
‘‘(D) the date on which such issuer is 
deemed to be a ‘large accelerated filer’, as de-
fined in section 240.12b–2 of title 17, Code of 
Federal Regulations, or any successor thereto.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended— 
(1) by redesignating paragraph (77), as added 
by section 941(a) of the Investor Protection and Se-
curities Reform Act of 2010 (Public Law 111–203, 
124 Stat. 1890), as paragraph (79); and 
(2) by adding at the end the following: 
‘‘(80) EMERGING
GROWTH
COMPANY.—The 
term ‘emerging growth company’ means an issuer 
VerDate Mar 15 2010 
00:07 Mar 14, 2012
Jkt 019200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6201
E:\BILLS\H3606.PCS
H3606
jbell on DSK7SPTVN1PROD with BILLS
HR 3606 PCS
that had total annual gross revenues of less than 
$1,000,000,000 (as such amount is indexed for in-
flation every 5 years by the Commission to reflect 
the change in the Consumer Price Index for All 
Urban Consumers published by the Bureau of Labor 
Statistics, setting the threshold to the nearest 
1,000,000) during its most recently completed fiscal 
year. An issuer that is an emerging growth company 
as of the first day of that fiscal year shall continue 
to be deemed an emerging growth company until the 
earliest of— 
‘‘(A) the last day of the fiscal year of the 
issuer during which it had total annual gross 
revenues of $1,000,000,000 (as such amount is 
indexed for inflation every 5 years by the Com-
mission to reflect the change in the Consumer 
Price Index for All Urban Consumers published 
by the Bureau of Labor Statistics, setting the 
threshold to the nearest 1,000,000) or more; 
‘‘(B) the last day of the fiscal year of the 
issuer following the fifth anniversary of the date 
of the first sale of common equity securities of 
the issuer pursuant to an effective registration 
statement under the Securities Act of 1933; 
VerDate Mar 15 2010 
00:07 Mar 14, 2012
Jkt 019200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6201
E:\BILLS\H3606.PCS
H3606
jbell on DSK7SPTVN1PROD with BILLS
HR 3606 PCS
‘‘(C) the date on which such issuer has, 
during the previous 3-year period, issued more 
than $1,000,000,000 in non-convertible debt; or 
‘‘(D) the date on which such issuer is 
deemed to be a ‘large accelerated filer’, as de-
fined in section 240.12b–2 of title 17, Code of 
Federal Regulations, or any successor thereto.’’. 
(c) OTHER DEFINITIONS.—As used in this title, the 
following definitions shall apply: 
(1) COMMISSION.—The term ‘‘Commission’’ 
means the Securities and Exchange Commission. 
(2) INITIAL
PUBLIC
OFFERING
DATE.—The 
term ‘‘initial public offering date’’ means the date of 
the first sale of common equity securities of an 
issuer pursuant to an effective registration state-
ment under the Securities Act of 1933. 
(d) EFFECTIVE
DATE.—Notwithstanding section 
2(a)(19) of the Securities Act of 1933 and section 
3(a)(80) of the Securities Exchange Act of 1934, an issuer 
shall not be an emerging growth company for purposes 
of such Acts if the first sale of common equity securities 
of such issuer pursuant to an effective registration state-
ment under the Securities Act of 1933 occurred on or be-
fore December 8, 2011. 
VerDate Mar 15 2010 
00:07 Mar 14, 2012
Jkt 019200
PO 00000
Frm 00006
Fmt 6652
Sfmt 6201
E:\BILLS\H3606.PCS
H3606
jbell on DSK7SPTVN1PROD with BILLS