,,ii #aafth ,,congress #ast ,session ,s4 #bcjf ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,july #bi1 #bjai,mr4 ,kennedy introduced the following bill2 which was read twice and referred to the ,committee on ,banking1 ,housing1 and ,urban ,affairs ,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 ,definitions ,in 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 not more than the value of public float required to qualify as a large accelerated filer under section #bdj4ab;b-#b of title #ag1 ,code of ,federal ,regulations1 or any successor regulation4 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 the issuer exceeding the threshold specified in clause 7i77,,ii7 until the later of-- 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 #a1jjj1jjj72 and 7,,ii7 the end of the #a-year period following the end of the #bd-month period described in subclause 7,i71 if the issuer requests the #a-year extension from a venture exchange and the venture exchange elects to provide that 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 a security of an early-stage1 growth company that is exempt from registration pursuant to section #c7;b7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;c7b772 7,,ii7 a security of an emerging growth company2 or 7,,iii7 a security 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 the security has a public float that is not more than the value of public float required to qualify as a large accelerated filer under section #bdj4ab;b-#b of title #ag1 ,code of ,federal ,regulations1 or any successor regulation2 or 7bb7 the average daily trade volume is not more than #ge1jjj shares during a continuous #fj-;day period4 7ii7 ,treatment when public float exceeds threshold ,a security shall not cease to be a venture security by reason of the public float of the issuer of the security exceeding the threshold specified in clause 7i77,,iii77aa7 until the later of-- 7,i7 the end of the period of #bd consecutive months beginning on the date on which-- 7aa7 the public float of the issuer exceeds #b1jjj1jjj1jjj2 and 7bb7 the average daily trade volume of the security is not less than #ajj1jjj shares during a continuous #fj-;day period2 and 7,,ii7 the end of the #a-year period following the end of the #bd-month period described in subclause 7,i71 if the issuer of the security requests the #a-year extension from a venture exchange and the venture exchange elects to provide that extension4 7#b7 ,registration 7,a7 ,in general ,a person may register 7and a national securities exchange may register a listing tier of the exchange7 as a national securities exchange solely for the purpose 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 the filing and afford interested persons an opportunity to submit written data1 views1 and arguments concerning the application4 7,c7 ,approval or denial 7i7 ,in general ,not later than #ij days after the date on which a notice is published under subparagraph 7,b71 or within such longer period as to which the applicant consents1 the ,commission shall-- 7,i7 by order grant the registration2 or 7,,ii7 institute a denial proceeding under clause 7ii7 to determine whether registration should be denied4 7ii7 ,denial proceeding 7,i7 ,in general ,a proceeding under clause 7i77,,ii7 shall-- 7aa7 include notice of the grounds for denial under consideration and opportunity for hearing2 and 7bb7 be concluded not later than #ahj days after the date on which the notice is published under subparagraph 7,b74 7,,ii7 ,order ,at the conclusion of a proceeding under clause 7i77,,ii71 the ,commission shall by order grant or deny the registration4 7,,iii7 ,extension ,the ,commission may extend the time for conclusion of a proceeding under clause 7i77,,ii7 for a period of not more than #ij days if the ,commission-- 7aa7 finds good cause for the extension2 and 7bb7 publishes the reasons for the finding described in item 7aa7 or for such longer period as to which the applicant consents4 7iii7 ,criteria for approval or denial ,the ,commission shall-- 7,i7 grant a registration under this paragraph if the ,commission finds that the requirements of this ,act and the rules and regulations thereunder with respect to the applicant are satisfied2 and 7,,ii7 deny a registration under this paragraph if the ,commission does not make the finding described in subclause 7,i74 7#c7 ,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#d7 ,treatment of certain exempted securities ,a security that is exempt from registration pursuant to section #c7;b7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;c7b77 shall be exempt from section #ab7;a7 of this ,act to the extent the security is traded on a venture exchange1 if the issuer of the 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 #b1 as described in sections #bcj4bea through #bcj4bfc of title #ag1 ,code of ,federal ,regulations1 or any successor regulation4 7#e7 ,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#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 ,rule of construction ,nothing in this subsection may be construed as requiring transactions in venture securities to be effected on a national securities exchange4 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 exchange1 as defined in section #f7m7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;f7m774 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 general exemptive authority of the ,commission under section #cf of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghmm7 with respect to the provisions added by the amendments made by this section2 and 7#b7 if the ,commission determines appropriate1 create an ,office of ,venture ,exchanges within the ,division of ,trading and ,markets of the ,commission4 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 anti-fraud provisions of the securities laws1 as defined in section #c7;a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a771 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 enactment of this ,act1 any election for a listing tier of that 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