#aaeth ,,congress  #b;d ,session  ,h4   
,r4 #ehgg  ,,an ,,act  ,to amend the    
,securities ,exchange ,act of #aicd to  
allow for the registration of venture   
exchanges1 and for other purposes4  #a4 
,short title ,this ,act may be cited as 
the ,main ,street ,growth ,act4  #b4    
,venture exchanges  7a7 ,securities     
,exchange ,act of #aicd ,section #f of  
the ,securities ,exchange ,act of #aicd 
7#ae ,u4,s4,c4 #gh;f7 is amended by     
adding at the end the following3  7m7   
,venture exchange  7#a7 ,registration   
7,a7 ,in general ,a person may register 
themself 7and a national securities     
exchange may register a listing tier of 
such exchange7 as a national securities 
exchange solely for the purposes of     
trading venture securities by filing an 
application with the ,commission        
pursuant to subsection 7a7 and the rules
 and regulations thereunder4  7,b7      
,publication of notice ,the ,commission 
shall1 upon the filing of an application
 under subparagraph 7,a71 publish notice

 of such filing and afford interested   
persons an opportunity to submit written
 data1 views1 and arguments concerning  
such application4  7,c7 ,approval or    
denial  7i7 ,in general ,within #ij days
 of the date of publication of a notice 
under subparagraph 7,b7 7or within such 
longer period as to which the applicant 
consents71 the ,commission shall-- 7,i7 
by order grant such registration2 or    
7,,ii7 institute a denial proceeding    
under clause 7ii7 to determine whether  
registration should be denied4  7ii7    
,denial proceeding ,a proceeding under  
clause 7i77,,ii7 shall include notice of
 the grounds for denial under           
consideration and opportunity for       
hearing and shall be concluded within   
#ahj days of the date of the publication
 of a notice under subparagraph 7,b74   
,at the conclusion of such proceeding   
the ,commission1 by order1 shall grant  
or deny such registration4 ,the         
,commission may extend the time for     
conclusion of such proceeding for up to 

#ij days if the ,commission finds good  
cause for such extension and publishes  
the ,commission's reasons for so finding
 or for such longer period as to which  
the applicant consents4  7iii7 ,criteria
 for approval or denial ,the ,commission
 shall grant a registration under this  
paragraph if the ,commission finds that 
the requirements of this title and the  
rules and regulations thereunder with   
respect to the applicant are satisfied4 
,the ,commission shall deny such        
registration if it does not make such   
finding4  7#b7 ,powers and restrictions 
,in addition to the powers and          
restrictions otherwise applicable to a  
national securities exchange1 a venture 
exchange--  7,a7 may only constitute1   
maintain1 or provide a market place or  
facilities for bringing together        
purchasers and sellers of venture       
securities2  7,b7 may not extend        
unlisted trading privileges to any      
venture security2  7,c7 may only1 if the
 venture exchange is a listing tier of  

another national securities exchange1   
allow trading in securities that are    
registered under section #ab7;b7 on a   
national securities exchange other than 
a venture exchange2 and  7,d7 may1      
subject to the rule filing process under
 section #ai7;b7--  7i7 determine the   
increment to be used for quoting and    
trading venture securities on the       
exchange2 and  7ii7 choose to carry out 
periodic auctions for the sale of a     
venture security instead of providing   
continuous trading of the venture       
security4  7#c7 ,treatment of certain   
exempted securities ,a security that is 
exempt from registration pursuant to    
section #c7;b7 of the ,securities ,act  
of #aicc shall be exempt from section   
#ab7;a7 of this title to the extent such
 securities are traded on a venture     
exchange1 if the issuer of such security
 is in compliance with-- 7,a7 all       
disclosure obligations of such section  
#c7;b7 and the regulations issued under 
such section2 and  7,b7 ongoing         

disclosure obligations of the applicable
 venture exchange that are similar to   
those provided by an issuer under tier  
#b of ,regulation ,a 7#ag ,,cfr #bcj4bea
 et seq474  7#d7 ,venture securities    
traded on venture exchanges may not     
trade on non-venture exchanges ,a       
venture security may not be traded on a 
national securities exchange that is not
 a venture exchange during any period in
 which the venture security is being    
traded on a venture exchange4  7#e7     
,rule of construction ,nothing in this  
subsection may be construed as requiring
 transactions in venture securities to  
be effected on a national securities    
exchange4  7#f7 ,commission authority to
 limit certain trading ,the ,commission 
may limit transactions in venture       
securities that are not effected on a   
national securities exchange as         
appropriate to promote efficiency1      
competition1 capital formation1 and to  
protect investors4  7#g7 ,disclosures to
 investors ,the ,commission shall issue 

regulations to ensure that persons      
selling or purchasing venture securities
 on a venture exchange are provided     
disclosures sufficient to understand--  
7,a7 the characteristics unique to      
venture securities2 and  7,b7 in the    
case of a venture exchange that is a    
listing tier of another national        
securities exchange1 that the venture   
exchange is distinct from the other     
national securities exchange4  7#h7     
,definitions ,for purposes of this      
subsection3  7,a7 ,early-stage1 growth  
company  7i7 ,in general ,the term      
early-stage1 growth company means an    
issuer-- 7,i7 that has not made any     
registered initial public offering of   
any securities of the issuer2 and       
7,,ii7 with a public float of less than 
or equal to the value of public float   
required to qualify as a large          
accelerated filer under section         
#bdj4ab;b-#b of title #ag1 ,code of     
,federal ,regulations4  7ii7 ,treatment 
when public float exceeds threshold ,an 

issuer shall not cease to be an         
early-stage1 growth company by reason of
 the public float of such issuer        
exceeding the threshold specified in    
clause 7i77,,ii7 until the later of the 
following3  7,i7 ,the end of the period 
of #bd consecutive months during which  
the public float of the issuer exceeds  
#b1jjj1jjj1jjj 7as such amount is       
indexed for inflation every #e years by 
the ,commission to reflect the change in
 the ,consumer ,price ,index for ,all   
,urban ,consumers published by the      
,bureau of ,labor ,statistics1 setting  
the threshold to the nearest            
#a1jjj1jjj74  7,,ii7 ,the end of the    
#a-year period following the end of the 
#bd-month period described under        
subclause 7,i71 if the issuer requests  
such #a-year extension from a venture   
exchange and the venture exchange elects
 to provide such extension4  7,b7       
,public float ,with respect to an       
issuer1 the term public float means the 
aggregate worldwide market value of the 

voting and non-voting common equity of  
the issuer held by non-affiliates4  7,c7
 ,venture security  7i7 ,in general ,the
 term venture security means--  7,i7    
securities of an early-stage1 growth    
company that are exempt from            
registration pursuant to section #c7;b7 
of the ,securities ,act of #aicc2       
7,,ii7 securities of an emerging growth 
company2 or  7,,iii7 securities         
registered under section #ab7;b7 and    
listed on a venture exchange 7or1 prior 
to listing on a venture exchange1 listed
 on a national securities exchange7     
where-- 7aa7 the issuer of such         
securities has a public float less than 
or equal to the value of public float   
required to qualify as a large          
accelerated filer under section         
#bdj4ab;b-#b of title #ag1 ,code of     
,federal ,regulations2 or  7bb7 the     
average daily trade volume is #ge1jjj   
shares or less during a continuous      
#fj-;day period4  7ii7 ,treatment when  
public float exceeds threshold          

,securities shall not cease to be       
venture securities by reason of the     
public float of the issuer of such      
securities exceeding the threshold      
specified in clause 7i77,,iii77aa7 until
 the later of the following3  7,i7 ,the 
end of the period of #bd consecutive    
months beginning on the date-- 7aa7 the 
public float of such issuer exceeds     
#b1jjj1jjj1jjj2 and  7bb7 the average   
daily trade volume of such securities is
 #ajj1jjj shares or more during a       
continuous #fj-;day period4  7,,ii7 ,the
 end of the #a-year period following the
 end of the #bd-month period described  
under subclause 7,i71 if the issuer of  
such securities requests such #a-year   
extension from a venture exchange and   
the venture exchange elects to provide  
such extension4  4  7b7 ,securities ,act
 of #aicc ,section #ah of the           
,securities ,act of #aicc 7#ae ,u4,s4,c4
 #ggr7 is amended-- 7#a7 by             
redesignating subsection 7d7 as         
subsection 7e72 and  7#b7 by inserting  

after subsection 7c7 the following3  7d7
 ,treatment of securities listed on a   
venture exchange ,notwithstanding       
subsection 7b71 a security is not a     
covered security pursuant to subsection 
7b77#a77;,a7 if the security is only    
listed1 or authorized for listing1 on a 
venture exchange 7as defined under      
section #f7m7 of the ,securities        
,exchange ,act of #aicd74  4  7c7 ,sense
 of ,congress ,it is the sense of the   
,congress that the ,securities and      
,exchange ,commission should-- 7#a7 when
 necessary or appropriate in the public 
interest and consistent with the        
protection of investors1 make use of the
 ,commission's general exemptive        
authority under section #cf of the      
,securities ,exchange ,act of #aicd 7#ae
 ,u4,s4,c4 #ghmm7 with respect to the   
provisions added by this section2 and   
7#b7 if the ,commission determines      
appropriate1 create an ,office of       
,venture ,exchanges within the          
,commission's ,division of ,trading and 

,markets4  7d7 ,rule of construction    
,nothing in this section or the         
amendments made by this section shall be
 construed to impair or limit the       
construction of the antifraud provisions
 of the securities laws 7as defined in  
section #c7;a7 of the ,securities       
,exchange ,act of #aicd 7#ae ,u4,s4,c4  
#gh;c7a777 or the authority of the      
,securities and ,exchange ,commission   
under those provisions4  7e7 ,effective 
date for tiers of existing national     
securities exchanges ,in the case of a  
securities exchange that is registered  
as a national securities exchange under 
section #f of the ,securities ,exchange 
,act of #aicd 7#ae ,u4,s4,c4 #gh;f7 on  
the date of the enactment of this ,act1 
any election for a listing tier of such 
exchange to be treated as a venture     
exchange under subsection 7m7 of such   
section shall not take effect before the
 date that is #ahj days after such date 
of enactment4  ,passed the ,house of    
,representatives ,july #aj1             

#bjah4;,clerk4