I 115th CONGRESS 2d Session H. R. 4971 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.

1. Short title This Act may be cited as the IPO Pipeline Act . 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.