,i  #aaeth ,,congress  #b;d ,session    
,h4 ,r4 #ehgg  ,,in ,,the ,,house ,,of  
,,representatives  ,may #ah1 #bjah,mr4  
,emmer introduced the following bill2   
which was referred to the ,committee on 
,financial ,services  ,a ,,bill  ,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      
national securities exchange may elect  
to be treated 7or for a listing tier of 
such exchange to be treated7 as a       
venture exchange--  7i7 by notifying the
 ,commission of such election at the    
time the exchange applies to be         
registered as a national securities     

exchange2 or  7ii7 after registering as 
a national securities exchange1 by      
submitting such election as a proposed  
rule change1 as described under section 
#ai7;b74  7,b7 ,determination time      
period ,with respect to a securities    
exchange electing to be treated 7or for 
a listing tier of such exchange to be   
treated7 as a venture exchange--  7i7 at
 the time the exchange applies to be    
registered as a national securities     
exchange1 such application and election 
shall be deemed to have been approved by
 the ,commission unless the ,commission 
denies such application before the end  
of the #f-month period beginning on the 
date the ,commission received such      
application2 and  7ii7 after registering
 as a national securities exchange1 such
 election shall be deemed to have been  
approved by the ,commission unless the  
,commission denies such approval before 
the end of the #f-month period beginning
 on the date the ,commission received   
notification of such election4  7#b7    

,powers and restrictions ,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 determine the     
increment to be used for quoting and    
trading venture securities on the       
exchange2  7,c7 may choose to carry out 
periodic auctions for the sale of a     
venture security instead of providing   
continuous trading of the venture       
security2 and  7,d7 may not extend      
unlisted trading privileges to any      
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 all disclosure obligations of such
 section #c7;b7 and the regulations     

issued under such section4  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     
,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 #ah7;b77#a7 of the   
,securities ,act of #aicc 7#ae ,u4,s4,c4
 #ggr7b77#a77 is amended-- 7#a7 in      

subparagraph 7,b71 by striking or at the
 end2  7#b7 in subparagraph 7,c71 by    
striking the period and inserting 2 or2 
and  7#c7 by adding at the end the      
following3  7,d7 a venture security     
listed on a venture exchange1 other than
 those of an early-stage growth company 
7as such terms are defined1             
respectively1 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