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Urban Affairs of the Senate not later than 3 months after 
the date of enactment of this Act. 
TITLE V—PRIVATE COMPANY 
FLEXIBILITY AND GROWTH 
SEC. 501. THRESHOLD FOR REGISTRATION. 
Section 12(g)(1)(A) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78l(g)(1)(A)) is amended to read as 
follows: 
‘‘(A) within 120 days after the last day of its 
first fiscal year ended on which the issuer has total 
assets exceeding $10,000,000 and a class of equity 
security (other than an exempted security) held of 
record by either— 
‘‘(i) 2,000 persons, or 
‘‘(ii) 500 persons who are not accredited inves-
tors (as such term is defined by the Commission), 
and’’. 
SEC. 502. EMPLOYEES. 
Section 12(g)(5) of the Securities Exchange Act of 
1934 (15 U.S.C. 78l(g)(5)), as amended by section 302, 
is amended in subparagraph (A) by adding at the end the 
following: ‘‘For purposes of determining whether an issuer 
is required to register a security with the Commission pur-
suant to paragraph (1), the definition of ‘held of record’ 
shall not include securities held by persons who received 
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the securities pursuant to an employee compensation plan 
in transactions exempted from the registration require-
ments of section 5 of the Securities Act of 1933.’’. 
SEC. 503. COMMISSION RULEMAKING. 
The Securities and Exchange Commission shall revise 
the definition of ‘‘held of record’’ pursuant to section 
12(g)(5) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(g)(5)) to implement the amendment made by 
section 502. The Commission shall also adopt safe harbor 
provisions that issuers can follow when determining 
whether holders of their securities received the securities 
pursuant to an employee compensation plan in trans-
actions that were exempt from the registration require-
ments of section 5 of the Securities Act of 1933. 
SEC. 504. COMMISSION STUDY OF ENFORCEMENT AUTHOR-
ITY UNDER RULE 12G5–1. 
The Securities and Exchange Commission shall ex-
amine its authority to enforce Rule 12g5–1 to determine 
if new enforcement tools are needed to enforce the anti- 
evasion provision contained in subsection (b)(3) of the 
rule, and shall, not later than 120 days after the date of 
enactment of this Act transmit its recommendations to 
Congress. 
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TITLE VI—CAPITAL EXPANSION 
SEC. 601. SHAREHOLDER THRESHOLD FOR REGISTRATION. 
(a) AMENDMENTS TO SECTION 12 OF THE SECURI-
TIES EXCHANGE ACT OF 1934.—Section 12(g) of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78l(g)) is fur-
ther amended— 
(1) in paragraph (1), by amending subpara-
graph (B) to read as follows: 
‘‘(B) in the case of an issuer that is a bank or 
a bank holding company, as such term is defined in 
section 2 of the Bank Holding Company Act of 1956 
(12 U.S.C. 1841), not later than 120 days after the 
last day of its first fiscal year ended after the effec-
tive date of this subsection, on which the issuer has 
total assets exceeding $10,000,000 and a class of eq-
uity security (other than an exempted security) held 
of record by 2,000 or more persons,’’; and 
(2) in paragraph (4), by striking ‘‘three hun-
dred’’ and inserting ‘‘300 persons, or, in the case of 
a bank or a bank holding company, as such term is 
defined in section 2 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841), 1,200 persons’’. 
(b) AMENDMENTS TO SECTION 15 OF THE SECURI-
TIES EXCHANGE ACT OF 1934.—Section 15(d) of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78o(d)) is 
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amended, in the third sentence, by striking ‘‘three hun-
dred’’ and inserting ‘‘300 persons, or, in the case of bank 
or a bank holding company, as such term is defined in 
section 2 of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841), 1,200 persons’’. 
SEC. 602. RULEMAKING. 
Not later than 1 year after the date of enactment 
of this Act, the Securities and Exchange Commission shall 
issue final regulations to implement this title and the 
amendments made by this title. 
TITLE VII—OUTREACH ON 
CHANGES TO THE LAW 
SEC. 701. OUTREACH BY THE COMMISSION. 
The Securities and Exchange Commission shall pro-
vide online information and conduct outreach to inform 
small and medium sized businesses, women owned busi-
nesses, veteran owned businesses, and minority owned 
businesses of the changes made by this Act. 
Passed the House of Representatives March 8, 
2012. 
Attest: 
KAREN L. HAAS, 
Clerk. 
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