[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4850 Reported in House (RH)]
<DOC>
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
Financial 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]
_______________________________________________________________________
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.
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 ``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 paragraph (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 relationship 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.
``(B) 35 or fewer purchasers.--There are no more
than, or the issuer reasonably believes that there are
no more than, 35 purchasers of securities from the
issuer that are sold in reliance on the exemption
provided under subsection (a)(8) during the 12-month
period preceding such transaction.
``(C) Small offering amount.--The aggregate 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 provided under
subsection (a)(8) shall not be available for a
transaction involving a sale of securities 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.
``(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) remuneration
for solicitation of purchasers in connection
with such sale of securities.
``(ix) Any general partner or managing
member of any such investment manager or
solicitor.
``(x) Any director, executive officer, or
other officer participating in the offering of
any such investment manager or solicitor or
general partner or managing member of such
investment manager or solicitor.''.
(b) Exemption Under State Regulations.--Section 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).''.
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 requirements of such Act, and for other purposes.
_______________________________________________________________________
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