,i  #aaeth ,,congress  #b;d ,session    
,h4 ,r4 #diga  ,,in ,,the ,,house ,,of  
,,representatives  ,february #g1        
#bjah,mr4 ,mooney of ,west ,virginia    
7for himself and ,mr4 ,mac,arthur7      
introduced the following bill2 which was
 referred to the ,committee on          
,financial ,services  ,a ,,bill  ,to    
amend the ,securities ,act of #aicc to  
exempt from registration with the       
,securities and ,exchange ,commission   
certain accredited investor transactions
 within transparent secondary markets1  
and for other purposes4  #a4 ,short     
title ,this ,act may be cited as the    
,,ipo ,pipeline ,act4  #b4 ,exemption   
for certain accredited investor         
transactions within transparent         
secondary markets  7a7 ,exempted        
transactions ,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 following
 new paragraph3  7#h7 transactions      
meeting the requirements of subsection  

7e74  2  7#b7 by redesignating          
subsection 7e7 as subsection 7f72 and   
7#c7 by inserting after subsection 7d7  
the following new subsection3  7e7      
,accredited investor transactions within
 transparent secondary markets  7#a7 ,in
 general ,a transaction referred to in  
subsection 7a77#h7 is a transaction that
 meets the following requirements3  7,a7
 ,accredited investor requirement ,each 
transaction participant is an accredited
 investor1 an affiliate of the issuer1  
or an employee of the issuer4  7,b7     
,secondary marketplace rules  7i7 ,in   
general ,in the case of a transaction   
described under clause 7ii7-- 7,i7      
neither the seller nor the purchaser of 
the security is the issuer or an        
underwriter of the security2  7,,ii7    
affiliates of the issuer are restricted 
from executing against orders posted on 
a marketplace by other market           
participants2 and  7,,iii7 an affiliate 
of the issuer that posts an order to    
offer to buy or sell the security on a  

secondary marketplace must disclose     
within the posted order that they are an
 affiliate and whether the affiliate    
status is as an officer1 director1      
beneficial owner1 or other basis1 and   
the posted order must clearly reflect   
these disclosures4  7ii7 ,transaction   
,the transaction referred to in clause  
7i7 is one involving the securities of  
an issuer that-- 7,i7 is not--  7aa7    
subject to section #ac or #ae7;d7 of the
 ,securities ,exchange ,act of #aicd    
7#ae ,u4,s4,c4 #ghm2 #gho7d772  7bb7    
exempt from reporting pursuant to       
section #bdj4ab;g#c-b7;b7 of title #ag1 
,code of ,federal ,regulations2 or  7cc7
 a foreign government 7as defined in    
section #bcj4dje of title #ag1 ,code of 
,federal ,regulations7 eligible to      
register securities under ,schedule ,b  
of section #gg;aa2 and  7,,ii7          
irrevocably reported to the ,commission 
using ,form ,d1 or an addendum to ,form 
,d1 under section #bci4ejj of title #ag1
 ,code of ,federal ,regulations 7or any 

successor regulation71 that the issuer  
will register under section #ab of the  
,securities ,exchange ,act of #aicd     
within one year of attaining            
#bej1jjj1jjj in annual revenue as       
measured under generally accepted       
accounting principles4  7,c7 ,definition
 of affiliate of the issuer ,in this    
subsection1 the term affiliate of the   
issuer has the meaning given such term  
in section #bcj4add7;a77#a7 of title    
#ag1 ,code of ,federal ,regulations 7or 
any successor regulation74  2 and  7#d7 
in subsection 7f71 as so redesignated1  
by striking subsection 7a77#g7 each     
place such term appears and inserting   
paragraph 7#g7 or 7#h7 of subsection    
7a74  7b7 ,exemption from registration  
,section #ab7;g77#b7 of the ,securities 
,exchange ,act of #aicd 7#ae ,u4,s4,c4  
#ghl7g77#b77 is amended by adding at the
 end the following3  7,i7 any security  
of an issuer where the issuer           
irrevocably reported to the ,commission 
using ,form ,d1 or an addendum to ,form 

,d1 under section #bci4ejj of title #ag1
 ,code of ,federal ,regulations 7or any 
successor regulation71 that the issuer  
will register under section #ab within  
one year of attaining #bej1jjj1jjj in   
annual revenue as measured under        
generally accepted accounting           
principles4  4  7c7 ,directed rulemaking
 ,not later than #ij days after the date
 of the enactment of this ,act1 the     
,securities and ,exchange ,commission   
shall promulgate any regulations        
necessary to revise ,form ,d and section
 #bci4ejj of title #ag1 ,code of        
,federal ,regulations1 to meet the      
purposes of the amendments made by this 
,act4