IIB 
114TH CONGRESS 
2D SESSION 
H. R. 2357 
IN THE SENATE OF THE UNITED STATES 
SEPTEMBER 12, 2016 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To direct the Securities and Exchange Commission to revise 
Form S–3 so as to add listing and registration of a 
class of common equity securities on a national securities 
exchange as an additional basis for satisfying the re-
quirements of General Instruction I.B.1. of such form 
and to remove such listing and registration as a require-
ment of General Instruction I.B.6. of such form. 
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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 ‘‘Accelerating Access 
to Capital Act of 2016’’. 
TITLE I—ACCELERATING 
ACCESS TO CAPITAL 
SEC. 101. EXPANDED ELIGIBILITY FOR USE OF FORM S–3. 
Not later than 45 days after the date of the enact-
ment of this Act, the Securities and Exchange Commission 
shall revise Form S–3— 
(1) so as to permit securities to be registered 
pursuant to General Instruction I.B.1. of such form 
provided that either— 
(A) the aggregate market value of the vot-
ing and non-voting common equity held by non- 
affiliates of the registrant is $75,000,000 or 
more; or 
(B) the registrant has at least one class of 
common equity securities listed and registered 
on a national securities exchange; and 
(2) so as to remove the requirement of para-
graph (c) from General Instruction I.B.6. of such 
form. 
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TITLE II—MICRO-OFFERING 
SAFE HARBOR 
SEC. 201. EXEMPTIONS FOR MICRO-OFFERINGS. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following: 
‘‘(8) transactions meeting the requirements of 
subsection (f).’’; and 
(2) by adding at the end the following: 
‘‘(f) CERTAIN MICRO-OFFERINGS.— 
‘‘(1) IN GENERAL.—Except as provided in para-
graph (2), the transactions referred to in subsection 
(a)(8) are transactions involving the sale of securi-
ties by an issuer (including all entities controlled by 
or under common control with the issuer) that meet 
all of the following requirements: 
‘‘(A) PRE-EXISTING RELATIONSHIP.—Each 
purchaser has a substantive pre-existing rela-
tionship with an officer of the issuer, a director 
of the issuer, or a shareholder holding 10 per-
cent or more of the shares of the issuer. 
‘‘(B) 35 OR FEWER PURCHASERS.—There 
are no more than, or the issuer reasonably be-
lieves that there are no more than, 35 pur-
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chasers of securities from the issuer that are 
sold in reliance on the exemption provided 
under subsection (a)(8) during the 12-month 
period preceding such transaction. 
‘‘(C) SMALL OFFERING AMOUNT.—The ag-
gregate amount of all securities sold by the 
issuer, including any amount sold in reliance on 
the exemption provided under subsection (a)(8), 
during the 12-month period preceding such 
transaction, does not exceed $500,000. 
‘‘(2) DISQUALIFICATION.— 
‘‘(A) IN
GENERAL.—The exemption pro-
vided under subsection (a)(8) shall not be avail-
able for a transaction involving a sale of securi-
ties if any person described in subparagraph 
(B) would have triggered disqualification pursu-
ant to section 230.506(d) of title 17, Code of 
Federal Regulations. 
‘‘(B) PERSONS DESCRIBED.—The persons 
described in this subparagraph are the fol-
lowing: 
‘‘(i) The issuer. 
‘‘(ii) Any predecessor of the issuer. 
‘‘(iii) Any affiliated issuer. 
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‘‘(iv) Any director, executive officer, 
other officer participating in the offering, 
general partner, or managing member of 
the issuer. 
‘‘(v) Any beneficial owner of 20 per-
cent or more of the issuer’s outstanding 
voting equity securities, calculated on the 
basis of voting power. 
‘‘(vi) Any promoter connected with 
the issuer in any capacity at the time of 
such sale. 
‘‘(vii) Any investment manager of an 
issuer that is a pooled investment fund. 
‘‘(viii) Any person that has been or 
will be paid (directly or indirectly) remu-
neration for solicitation of purchasers in 
connection with such sale of securities. 
‘‘(ix) Any general partner or man-
aging member of any such investment 
manager or solicitor. 
‘‘(x) Any director, executive officer, or 
other officer participating in the offering of 
any such investment manager or solicitor 
or general partner or managing member of 
such investment manager or solicitor.’’. 
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(b) EXEMPTION UNDER STATE REGULATIONS.—Sec-
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)) is amended— 
(1) in subparagraph (F), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) section 4(a)(8).’’. 
TITLE III—PRIVATE PLACEMENT 
IMPROVEMENT 
SEC. 301. REVISIONS TO SEC REGULATION D. 
Not later than 45 days following the date of the en-
actment of this Act, the Securities and Exchange Commis-
sion shall revise Regulation D (17 CFR 501 et seq.) in 
accordance with the following: 
(1) The Commission shall revise Form D filing 
requirements to require an issuer offering or selling 
securities in reliance on an exemption provided 
under Rule 506 of Regulation D to file with the 
Commission a single notice of sales containing the 
information required by Form D for each new offer-
ing of securities no earlier than 15 days after the 
date of the first sale of securities in the offering. 
The Commission shall not require such an issuer to 
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file any notice of sales containing the information re-
quired by Form D except for the single notice de-
scribed in the previous sentence. 
(2) The Commission shall make the information 
contained in each Form D filing available to the se-
curities commission (or any agency or office per-
forming like functions) of each State and territory of 
the United States and the District of Columbia. 
(3) The Commission shall not condition the 
availability of any exemption for an issuer under 
Rule 506 of Regulation D (17 CFR 230.506) on the 
issuer’s or any other person’s filing with the Com-
mission of a Form D or any similar report. 
(4) The Commission shall not require issuers to 
submit written general solicitation materials to the 
Commission in connection with a Rule 506(c) offer-
ing, except when the Commission requests such ma-
terials pursuant to the Commission’s authority 
under section 8A or section 20 of the Securities Act 
of 1933 (15 U.S.C. 77h–1 or 77t) or section 9, 
10(b), 21A, 21B, or 21C of the Securities Exchange 
Act of 1934 (15 U.S.C. 78i, 78j(b), 78u–1, 78u–2, 
or 78u–3). 
(5) The Commission shall not extend the re-
quirements contained in Rule 156 to private funds. 
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(6) The Commission shall revise Rule 501(a) of 
Regulation D to provide that a person who is a 
‘‘knowledgeable employee’’ of a private fund or the 
fund’s investment adviser, as defined in Rule 3c– 
5(a)(4) (17 CFR 270.3c–5(a)(4)), shall be an ac-
credited investor for purposes of a Rule 506 offering 
of a private fund with respect to which the person 
is a knowledgeable employee. 
Passed the House of Representatives September 8, 
2016. 
Attest: 
KAREN L. HAAS, 
Clerk. 
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