IB 
Union Calendar No. 561 
114TH CONGRESS 
2D SESSION 
H. R. 4850 
[Report No. 114–723] 
To amend the Securities Act of 1933 to exempt certain micro-offerings from 
the registration requirements of such Act, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 23, 2016 
Mr. EMMER of Minnesota (for himself, Mr. MESSER, Mr. BARR, Mr. ROYCE, 
Mr. CHABOT, Mr. TIPTON, Mr. BROOKS of Alabama, and Mr. WILLIAMS) 
introduced the following bill; which was referred to the Committee on Fi-
nancial Services 
SEPTEMBER 6, 2016 
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 March 23, 2016] 
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A BILL 
To amend the Securities Act of 1933 to exempt certain 
micro-offerings from the registration requirements of 
such Act, and for other purposes. 
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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 ‘‘Micro Offering Safe 
Harbor Act’’. 
SEC. 2. 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 securities 
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 percent 
or more of the shares of the issuer. 
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‘‘(B) 35 OR
FEWER
PURCHASERS.—There 
are no more than, or the issuer reasonably be-
lieves that there are no more than, 35 purchasers 
of securities from the issuer that are sold in reli-
ance 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 pursuant 
to section 230.506(d) of title 17, Code of Federal 
Regulations. 
‘‘(B) PERSONS
DESCRIBED.—The persons 
described in this subparagraph are the following: 
‘‘(i) The issuer. 
‘‘(ii) Any predecessor of the issuer. 
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‘‘(iii) Any affiliated issuer. 
‘‘(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 percent 
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 man-
ager or solicitor. 
‘‘(x) Any director, executive officer, or 
other officer participating in the offering of 
any such investment manager or solicitor or 
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general partner or managing member of 
such investment manager or solicitor.’’. 
(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).’’. 
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Union Calendar No. 561 
114TH CONGRESS 
2D SESSION 
H. R. 4850 
[Report No. 114–723] 
A BILL 
To amend the Securities Act of 1933 to exempt 
certain micro-offerings from the registration re-
quirements of such Act, and for other purposes. 
SEPTEMBER 6, 2016 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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