II 112th CONGRESS 1st Session S. 1941 IN THE SENATE OF THE UNITED STATES December 5, 2011 Mrs. Hutchison (for herself, Mr. Pryor, Mr. Crapo, Mr. Blunt, Mrs. McCaskill, Mr. Moran, Mr. Vitter, Mr. Boozman, Mr. Chambliss, Mr. Toomey, Mr. Shelby, and Mr. Wicker) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs A BILL To amend the securities laws to establish certain thresholds for shareholder registration, and for other purposes.

1.

Shareholder registration threshold

(a)

Amendments to section 12 of the Securities Exchange Act of 1934

Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. 781(g)) is amended— (1)in paragraph (1)— (A)by striking subparagraphs (A) and (B) and inserting the following: (1)in the case of an issuer that is a bank, as such term is defined in section 3(a)(6) of this title, 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), 2000 persons or more; and (2)in the case of an issuer that is not a bank or bank holding company, 500 persons or more, ; and (B)by striking commerce shall and inserting commerce shall, not later than 120 days after the last day of its first fiscal year ended after the effective date of this subsection, 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; and (2)in paragraph (4), by striking three hundred and inserting 300 persons, or, in the case of a bank, as such term is defined in section 3(a)(6), 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), 1200. (b)

Amendments to section 15 of the Securities Exchange Act of 1934

Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)) is amended, in the third sentence, by striking three hundred and inserting 300 persons, or, in the case of bank, as such term is defined in section 3(a)(6), 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), 1200.

2.

Rulemaking

Not later than one year after the date of enactment of this Act, the Commission shall issue final regulations to implement this Act and the amendments made by this Act.