IB 
Union Calendar No. 281 
112TH CONGRESS 
2D SESSION 
H. R. 3606 
[Report No. 112–406] 
To increase American job creation and economic growth by improving access 
to the public capital markets for emerging growth companies. 
IN THE HOUSE OF REPRESENTATIVES 
DECEMBER 8, 2011 
Mr. FINCHER (for himself, Mr. CARNEY, Mr. BACHUS, Mr. CROWLEY, Mr. 
GARRETT, Mr. MCHENRY, Mr. SCHWEIKERT, Mr. WESTMORELAND, Mr. 
GARAMENDI, Mr. RENACCI, Mr. HUIZENGA of Michigan, Mr. KIND, Mrs. 
BLACKBURN, Mr. DESJARLAIS, Mr. TIPTON, Mr. POLIS, Mr. CRAWFORD, 
Mr. GRIFFIN of Arkansas, Mr. AUSTIN SCOTT of Georgia, Mr. PERL-
MUTTER, Mr. HIMES, Mrs. MCCARTHY of New York, Mr. CONNOLLY of 
Virginia, Mr. PETERS, Mr. GRIMM, Mrs. CAPITO, Mr. HENSARLING, and 
Ms. ESHOO) introduced the following bill; which was referred to the Com-
mittee on Financial Services 
MARCH 1, 2012 
Additional sponsors: Mr. DOLD, Ms. HAYWORTH, Mr. ROYCE, Ms. MOORE, 
Mr. NEUGEBAUER, Mr. OWENS, Mr. MEEHAN, Mr. SAM JOHNSON of 
Texas, Mr. SESSIONS, Mr. KING of New York, Mr. WELCH, Mr. SMITH 
of Washington, Ms. SEWELL, Mr. HURT, Mr. WOMACK, Mr. ROSS of Ar-
kansas, Mr. SCOTT of South Carolina, Mr. SCHOCK, Mr. CARNAHAN, Mr. 
LUETKEMEYER, Mr. RUSH, Mr. GARY G. MILLER of California, Mr. 
CANSECO, Mr. LARSEN of Washington, Mr. SCHILLING, and Mr. MAN-
ZULLO 
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MARCH 1, 2012 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on December 8, 2011] 
A BILL 
To increase American job creation and economic growth by 
improving access to the public capital markets for emerg-
ing growth companies. 
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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 ‘‘Reopening American 
Capital Markets to Emerging Growth Companies Act of 
2012’’. 
SEC. 2. DEFINITIONS. 
(a) SECURITIES ACT OF 1933.—Section 2(a) of the Se-
curities Act of 1933 (15 U.S.C. 77b(a)) is amended by add-
ing at the end the following: 
‘‘(19) The term ‘emerging growth company’ 
means an issuer that had total annual gross revenues 
of less than $1,000,000,000 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 com-
pany 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 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; or 
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