I 
114TH CONGRESS 
2D SESSION 
H. R. 4852 
To direct the Securities and Exchange Commission to revise Regulation D 
relating to exemptions from registration requirements for certain sales 
of securities. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 23, 2016 
Mr. GARRETT introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To direct the Securities and Exchange Commission to revise 
Regulation D relating to exemptions from registration 
requirements for certain sales of securities. 
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 ‘‘Private Placement Im-
provement Act of 2016’’. 
SEC. 2. 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-
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sion shall revise Regulation D (17 C.F.R. 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 the date of first sale 
of securities in the offering. The Commission shall 
not require such an issuer to file any notice of sales 
containing the information required by Form D ex-
cept for the single notice described 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 C.F.R. 230.506) on 
the issuer’s or any other person’s filing with the 
Commission of a Form D or any similar report. 
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(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. 
(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 C.F.R. 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. 
Æ 
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