Requirement to file registration statement

(a)

In general

Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)) is amended—(1)in paragraph (1)—(A)in subparagraph (A)—(i)in clause (i), by moving the margins 2 ems to the right; and(ii)in clause (ii)—(I)by moving the margins 2 ems to the right; and(II)by striking and at the end;(B)by redesignating subparagraph (B) as subparagraph (D); and(C)by inserting after subparagraph (A) the following:

(B)within 18 months after the last day of the first fiscal year ended on which the issuer has a valuation exceeding $700,000,000 (excluding the value of shares held by affiliates of the issuer), (C)within 18 months after the last day of the first fiscal year ended on which the issuer has—(i)revenues exceeding $5,000,000,000; and(ii)not less than 5,000 employees, and

;

(2)in paragraph (4)—(A)in the first sentence— (i)by striking Registration and inserting the following: Except in the case of an issuer, the registration of a security of which is required under paragraph (1)(B), registration; and(ii)by striking persons persons and inserting persons; and(B)by inserting after the first sentence the following: In the case of an issuer, the registration of a security of which is required under paragraph (1)(B), registration of the security may be terminated at the discretion of the Commission if the Commission finds, based on a certification submitted by the issuer under paragraph (7), and such other data and information as the Commission may require, that the valuation of the issuer has fallen below $250,000,000.; and(3)by adding at the end the following:

(7)

Certification required

With respect to an issuer, the registration of a security of which is required under paragraph (1)(B), the issuer shall submit to the Commission an annual certification with respect to the value of shares held by affiliates of the issuer (along with shareholdings of those affiliates), beginning on the date on which that security is first registered under that provision or such earlier date on which the Commission requests information about the valuation of the issuer or the holdings of the affiliates of the issuer.(8)

Registration

(A)

In general

Except as provided in subparagraph (B), with respect to an issuer, the registration of a security of which is required under subparagraph (B) or (C) of paragraph (1), the issuer shall file with the Commission such supplementary and periodic information, documents, and reports as may be required by the Commission under section 13 for a security registered under this section.(B)

Application

The requirement under subparagraph (A) shall cease to apply with respect to an issuer on the earlier of—(i)18 months after the first fiscal year on which the issuer meets the thresholds in subparagraph (A) or (B) of paragraph (1); or(ii)the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933 (15 U.S.C. 77a et seq.).(9)

Definitions; determinations

(A)

Definitions

For purposes of paragraphs (1) and (7), with respect to an issuer—(i)the term affiliate has the meaning given the term in section 230.405 of title 17, Code of Federal Regulations, as in effect on the date of enactment of this paragraph; and(ii)the term employee includes—(I)any individual performing clerical, administrative, support, or other similar function for the issuer; and(II)any independent contractor acting on behalf of the issuer.(B)

Determinations

The procedures and criteria to be used in determining the valuation of an issuer for the purposes of paragraph (1)(B) may, as determined by the Commission, by rule—(i)require a minimum trading period;(ii)rely on sales in a private market; or(iii)rely on certified financial statements.

(b)

Rules

(1)

Filings

The Securities and Exchange Commission may, by rule, as the Commission determines consistent with the public interest and the protection of investors, tailor the content of the information, documents, or reports required to be filed by an issuer, the registration of a security of which is required under paragraph (1)(C) of section 12(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)), as added by subsection (a).(2)

Transition thresholds

The Securities and Exchange Commission may, by rule, establish transition thresholds for exiting from status as a reporting company under subparagraphs (B) and (C) of section 12(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)), as added by subsection (a).(3)

Investment companies

(A)

Definition

In this paragraph, the term covered investment company means a person that is excluded from the definition of investment company under subsection (b) or (c) of section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a–3).(B)

Potential exemption

The Securities and Exchange Commission may, by rule, exempt covered investment companies from the meaning of the term issuer for purposes of subparagraph (B) of section 12(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)), as added by subsection (a), if the Commission finds that doing so is—(i)necessary or appropriate in the public interest or for the protection of investors; or(ii)otherwise in furtherance of the purposes of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).