#aaeth ,,congress  #ast ,session  ,h4   
,r4 #bbja  ,,an ,,act  ,to amend the    
,securities ,act of #aicc to exempt     
certain micro-offerings from the        
registration requirements of such ,act1 
and for other purposes4  #a4 ,short     
title ,this ,act may be cited as the    
,micro ,offering ,safe ,harbor ,act4    
#b4 ,exemptions for micro-offerings  7a7
 ,in general ,section #d of the         
,securities ,act of #aicc 7#ae ,u4,s4,c4
 #gg;d7 is amended--  7#a7 in subsection
 7a71 by adding at the end the          
following3  7#h7 transactions meeting   
the requirements of subsection 7f74  2  
and  7#b7 by adding at the end the      
following3  7f7 ,certain                
micro-,offerings  7#a7 ,in general ,the 
transactions referred to in subsection  
7a77#h7 are transactions involving the  
sale of securities by an issuer         
7including all entities controlled by or
 under common control with the issuer7  
that meet all of the following          
requirements3  7,a7 ,pre-existing       

relationship ,each purchaser has a      
substantive pre-existing relationship   
with an officer of the issuer1 a        
director of the issuer1 or a shareholder
 holding #aj percent or more of the     
shares of the issuer4  7,b7 #ce or fewer
 purchasers ,there are no more than1 or 
the issuer reasonably believes that     
there are no more than1 #ce purchasers  
of securities from the issuer that are  
sold in reliance on the exemption       
provided under subsection 7a77#h7 during
 the #ab-month period preceding such    
transaction4  7,c7 ,small offering      
amount ,the aggregate amount of all     
securities sold by the issuer1 including
 any amount sold in reliance on the     
exemption provided under subsection     
7a77#h71 during the #ab-month period    
preceding such transaction1 does not    
exceed #ejj1jjj4  7#b7 ,disqualification
  7,a7 ,in general ,the exemption       
provided under subsection 7a77#h7 shall 
not be available for a transaction      
involving a sale of securities if any   

person described in subparagraph 7,b7   
would have triggered disqualification   
pursuant to section #bcj4ejf7;d7 of     
title #ag1 ,code of ,federal            
,regulations4  7,b7 ,persons described  
,the persons described in this          
subparagraph are the following3 7i7 ,the
 issuer4  7ii7 ,any predecessor of the  
issuer4  7iii7 ,any affiliated issuer4  
7iv7 ,any director1 executive officer1  
other officer participating in the      
offering1 general partner1 or managing  
member of the issuer4  7v7 ,any         
beneficial owner of #bj percent or more 
of the issuer's outstanding voting      
equity securities1 calculated on the    
basis of voting power4  7vi7 ,any       
promoter connected with the issuer in   
any capacity at the time of such sale4  
7vii7 ,any investment manager of an     
issuer that is a pooled investment fund4
  7viii7 ,any person that has been or   
will be paid 7directly or indirectly7   
remuneration for solicitation of        
purchasers in connection with such sale 

of securities4  7ix7 ,any general       
partner or managing member of any such  
investment manager or solicitor4  7x7   
,any director1 executive officer1 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 solicitor4  4  7b7 ,exemption
 under ,state regulations ,section      
#ah7;b77#d7 of the ,securities ,act of  
#aicc 7#ae ,u4,s4,c4 #ggr7b77#d77 is    
amended--  7#a7 in subparagraph 7,f71 by
 striking or at the end2  7#b7 in       
subparagraph 7,g71 by striking the      
period and inserting 2 or2 and  7#c7 by 
adding at the end the following3  7,h7  
section #d7;a77#h74  4  ,passed the     
,house of ,representatives ,november #i1
 #bjag4;,clerk4