Crowdfunding vehicles

(a)

Amendments to the Securities Act of 1933

The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended— (1)in section 4A(f)(3) (15 U.S.C. 77d–1(f)(3)), by inserting by any of paragraphs (1) through (14) of before section 3(c); and (2)in section 4(a)(6)(B) (15 U.S.C. 77d(a)(6)(B)), by inserting , other than a crowdfunding vehicle (as defined in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a))), after any investor. (b)

Amendments to the Investment Company Act of 1940

The Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amended— (1)in section 2(a) (15 U.S.C. 80a–2(a)), by adding at the end the following:

(55)The term crowdfunding vehicle means a company— (A)whose purpose (as set forth in its organizational documents) is limited to acquiring, holding, and disposing securities issued by a single company in one or more transactions and made pursuant to section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)); (B)that issues only 1 class of securities; (C)that receives no compensation in connection with such acquisition, holding, or disposition of securities; (D)no associated person of which receives any compensation in connection with such acquisition, holding or disposition of securities unless such person is acting as or on behalf of an investment adviser registered under the Investment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) or registered as an investment adviser in the State in which the investment adviser maintains its principal office and place of business; (E)the securities of which have been issued in a transaction made pursuant to section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)), if both the crowdfunding vehicle and the company whose securities it holds are co-issuers; (F)that is current in its ongoing disclosure obligations under section 227.202 of title 17, Code of Federal Regulations; (G)the company whose securities it holds is current in its ongoing disclosure obligations under section 227.202 of title 17, Code of Federal Regulations; and (H)is advised by an investment adviser registered under the Investment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) or registered as an investment adviser in the State in which the investment adviser maintains its principal office and place of business.

; and

(2)in section 3(c) (15 U.S.C. 80a–3(c)), by adding at the end the following:

(15)Any crowdfunding vehicle.

Crowdfunding exemption from registration

Section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(6)) is amended— (1)by striking The Commission and inserting the following:

(A)

In general

The Commission

;

(2)by striking section 4(6) and inserting section 4(a)(6); and (3)by adding at the end the following:

(B)

Treatment of securities issued by certain issuers

An exemption under subparagraph (A) shall be unconditional for securities offered by an issuer that had a public float of less than $75,000,000 as of the last business day of the issuer’s most recently completed semiannual period, computed by multiplying the aggregate worldwide number of shares of the issuer’s common equity securities held by non-affiliates by the price at which such securities were last sold (or the average bid and asked prices of such securities) in the principal market for such securities or, in the event the result of such public float calculation is zero, had annual revenues of less than $50,000,000 as of the issuer’s most recently completed fiscal year.