Title: IPO Pipeline Act
Policy area: Finance and Financial Sector

Summary:
IPO Pipeline Act
This bill amends the Securities Act of 1933 to exempt from Securities and Exchange Commission registration requirements certain secondary-market transactions that meet specified requirements, including that all parties involved in the transaction be accredited investors, affiliates of the issuer, or employees of the issuer.

[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4971 Introduced in House (IH)]

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115th CONGRESS
  2d Session
                                H. R. 4971

 To amend the Securities Act of 1933 to exempt from registration with 
  the Securities and Exchange Commission certain accredited investor 
   transactions within transparent secondary markets, and for other 
                               purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                            February 7, 2018

Mr. Mooney of West Virginia (for himself and Mr. MacArthur) introduced 
 the following bill; which was referred to the Committee on Financial 
                                Services

_______________________________________________________________________

                                 A BILL


 
 To amend the Securities Act of 1933 to exempt from registration with 
  the Securities and Exchange Commission certain accredited investor 
   transactions within transparent secondary markets, and for other 
                               purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``IPO Pipeline Act''.

SEC. 2. EXEMPTION FOR CERTAIN ACCREDITED INVESTOR TRANSACTIONS WITHIN 
              TRANSPARENT SECONDARY MARKETS.

    (a) Exempted Transactions.--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 
        new paragraph:
            ``(8) transactions meeting the requirements of subsection 
        (e).'';
            (2) by redesignating subsection (e) as subsection (f); and
            (3) by inserting after subsection (d) the following new 
        subsection:
    ``(e) Accredited Investor Transactions Within Transparent Secondary 
Markets.--
            ``(1) In general.--A transaction referred to in subsection 
        (a)(8) is a transaction that meets the following requirements:
                    ``(A) Accredited investor requirement.--Each 
                transaction participant is an accredited investor, an 
                affiliate of the issuer, or an employee of the issuer.
                    ``(B) Secondary marketplace rules.--
                            ``(i) In general.--In the case of a 
                        transaction described under clause (ii)--
                                    ``(I) neither the seller nor the 
                                purchaser of the security is the issuer 
                                or an underwriter of the security;
                                    ``(II) affiliates of the issuer are 
                                restricted from executing against 
                                orders posted on a marketplace by other 
                                market participants; and
                                    ``(III) an affiliate of the issuer 
                                that posts an order to offer to buy or 
                                sell the security on a secondary 
                                marketplace must disclose within the 
                                posted order that they are an affiliate 
                                and whether the affiliate status is as 
                                an officer, director, beneficial owner, 
                                or other basis, and the posted order 
                                must clearly reflect these disclosures.
                            ``(ii) Transaction.--The transaction 
                        referred to in clause (i) is one involving the 
                        securities of an issuer that--
                                    ``(I) is not--
                                            ``(aa) subject to section 
                                        13 or 15(d) of the Securities 
                                        Exchange Act of 1934 (15 U.S.C. 
                                        78m; 78o(d));
                                            ``(bb) exempt from 
                                        reporting pursuant to section 
                                        240.12g3-2(b) of title 17, Code 
                                        of Federal Regulations; or
                                            ``(cc) a foreign government 
                                        (as defined in section 230.405 
                                        of title 17, Code of Federal 
                                        Regulations) eligible to 
                                        register securities under 
                                        Schedule B of section 77aa; and
                                    ``(II) irrevocably reported to the 
                                Commission using Form D, or an addendum 
                                to Form D, under section 239.500 of 
                                title 17, Code of Federal Regulations 
                                (or any successor regulation), that the 
                                issuer will register under section 12 
                                of the Securities Exchange Act of 1934 
                                within one year of attaining 
                                $250,000,000 in annual revenue as 
                                measured under generally accepted 
                                accounting principles.
                    ``(C) Definition of affiliate of the issuer.--In 
                this subsection, the term `affiliate of the issuer' has 
                the meaning given such term in section 230.144(a)(1) of 
                title 17, Code of Federal Regulations (or any successor 
                regulation).''; and
            (4) in subsection (f), as so redesignated, by striking 
        ``subsection (a)(7)'' each place such term appears and 
        inserting ``paragraph (7) or (8) of subsection (a)''.
    (b) Exemption From Registration.--Section 12(g)(2) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(2)) is amended by 
adding at the end the following:
            ``(I) any security of an issuer where the issuer 
        irrevocably reported to the Commission using Form D, or an 
        addendum to Form D, under section 239.500 of title 17, Code of 
        Federal Regulations (or any successor regulation), that the 
        issuer will register under section 12 within one year of 
        attaining $250,000,000 in annual revenue as measured under 
        generally accepted accounting principles.''.
    (c) Directed Rulemaking.--Not later than 90 days after the date of 
the enactment of this Act, the Securities and Exchange Commission shall 
promulgate any regulations necessary to revise Form D and section 
239.500 of title 17, Code of Federal Regulations, to meet the purposes 
of the amendments made by this Act.
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