[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