I 
114TH CONGRESS 
2D SESSION 
H. R. 4638 
To amend the Securities Exchange Act of 1934 to allow for the creation 
of venture exchanges to promote liquidity of venture securities, and 
for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
FEBRUARY 26, 2016 
Mr. GARRETT (for himself and Mr. CHABOT) introduced the following bill; 
which was referred to the Committee on Financial Services 
A BILL 
To amend the Securities Exchange Act of 1934 to allow 
for the creation of venture exchanges to promote liquidity 
of venture securities, 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 ‘‘Main Street Growth 
Act’’. 
SEC. 2. VENTURE EXCHANGES. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 
6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) 
is amended by adding at the end the following: 
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‘‘(m) VENTURE EXCHANGE.— 
‘‘(1) REGISTRATION.— 
‘‘(A) IN GENERAL.—A national securities 
exchange may elect to be treated (or for a list-
ing tier of such exchange to be treated) as a 
venture exchange by notifying the Commission 
of such election, either at the time the exchange 
applies to be registered as a national securities 
exchange or after registering as a national secu-
rities exchange. 
‘‘(B) DETERMINATION
TIME
PERIOD.— 
With respect to a securities exchange electing to 
be treated (or for a listing tier of such exchange 
to be treated) as a venture exchange at the time 
the exchange applies to be registered as a na-
tional securities exchange, such application 
shall be deemed to have been approved by the 
Commission unless the Commission denies such 
application before the end of the 6-month pe-
riod beginning on the date the Commission re-
ceived such application. 
‘‘(2) POWERS AND RESTRICTIONS.—A venture 
exchange— 
‘‘(A) may only constitute, maintain, or pro-
vide a market place or facilities for bringing to-
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gether purchasers and sellers of venture securi-
ties; 
‘‘(B) may determine the increment to be 
used for quoting and trading venture securities 
on the exchange; 
‘‘(C) shall disseminate last sale and 
quotation information on terms that are fair 
and reasonable and not unreasonably discrimi-
natory; 
‘‘(D) may choose to carry out periodic auc-
tions for the sale of a venture security instead 
of providing continuous trading of the venture 
security; and 
‘‘(E) may not extend unlisted trading 
privileges to any venture security. 
‘‘(3) EXEMPTIONS
FROM
CERTAIN
NATIONAL 
SECURITY EXCHANGE REGULATIONS.—A venture ex-
change shall not be required to— 
‘‘(A) comply with Rule NMS (sections 
242.600 through 242.612 of title 17, Code of 
Federal Regulations); 
‘‘(B) comply with Rule ATS (sections 
242.300 through 242.303 of title 17, Code of 
Federal Regulations); 
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‘‘(C) submit any data to a securities infor-
mation processor; or 
‘‘(D) use decimal pricing. 
‘‘(4) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) EARLY-STAGE, GROWTH COMPANY.— 
‘‘(i) IN GENERAL.—The term ‘early- 
stage, growth company’ means an issuer— 
‘‘(I) that has not made an initial 
public offering of any securities of the 
issuer; and 
‘‘(II) with a market capitalization 
of $1,000,000,000 or less. 
‘‘(ii) TREATMENT
WHEN
MARKET 
CAPITALIZATION EXCEEDS THRESHOLD.— 
In the case of an issuer that is an early- 
stage, growth company the securities of 
which are traded on a venture exchange, 
such issuer shall not cease to be an early- 
stage, growth company by reason of the 
market capitalization of such issuer ex-
ceeding the threshold specified in clause 
(i)(II) until the end of the period of 12 
consecutive months during which the mar-
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ket capitalization of such issuer exceeds 
$1,500,000,000. 
‘‘(B) 
VENTURE
SECURITY.—The 
term 
‘venture security’ means— 
‘‘(i) securities of an early-stage, 
growth company that are exempt from reg-
istration pursuant to section 3(b) of the 
Securities Act of 1933; and 
‘‘(ii) securities of an emerging growth 
company.’’. 
(b) SECURITIES ACT OF 1933.—Section 18(b)(1) of 
the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is 
amended— 
(1) in subparagraph (B), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (C), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(D) a venture security, as defined under 
section 6(m)(4) of the Securities Exchange Act 
of 1934.’’. 
(c) SENSE OF CONGRESS.—It is the sense of the Con-
gress that the Securities and Exchange Commission 
should— 
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(1) when necessary or appropriate in the public 
interest and consistent with the protection of inves-
tors, make use of the Commission’s general exemp-
tive authority under section 36 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78mm) with respect 
to the provisions added by this section; and 
(2) if the Commission determines appropriate, 
create an Office of Venture Exchanges within the 
Commission’s Division of Trading and Markets. 
(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion or the amendments made by this section shall be con-
strued to impair or limit the construction of the antifraud 
provisions of the securities laws (as defined in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a))) or the authority of the Securities and Exchange 
Commission under those provisions. 
(e) EFFECTIVE DATE FOR TIERS OF EXISTING NA-
TIONAL SECURITIES EXCHANGES.—In the case of a secu-
rities exchange that is registered as a national securities 
exchange under section 6 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78f) on the date of the enactment of 
this Act, any election for a listing tier of such exchange 
to be treated as a venture exchange under subsection (m) 
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of such section shall not take effect before the date that 
is 180 days after such date of enactment. 
Æ 
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