An amendment numbered 7 printed in House Report 112-409 to strike language that allows an emerging growth company or its underwriter to communicate with "institutions that are accredited investors.".

1. 1

   Change 1: Strikes “or institutions that are accredited investors”

   StrikesPage 13, line 10Printed page

   In H.R. 3606 · Reported in House

   (2) by inserting after subsection (c) the following:

   "(d) Limitation.--Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional buyers[struck: or institutions that are accredited investors], as such terms are respectively defined in section 230.144A and section 230.501(a) of title 17, Code of Federal Regulations, or any successor thereto, to determine whether such investors might have an interest in a contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities with the Commission, subject to the requirement of subsection (b)(2).".

   (d) Post Offering Communications.--Neither the Commission nor any national securities association registered under section 15A of the Securities Exchange Act of 1934 may adopt or maintain any rule or regulation prohibiting any broker, dealer, or member of a national securities association from publishing or distributing any research report or making a public appearance, with respect to the securities of an emerging growth company, either--

   Original wording

   Page 13, line 10, strike “or institutions that are accredited investors”.

2. 2

   Change 2: Replaces “terms are respectively” with “term is”

   ReplacesPage 13, line 11Printed page

   In H.R. 3606 · Reported in House

   (2) by inserting after subsection (c) the following:

   "(d) Limitation.--Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors, as such [struck: terms are respectively ][inserted: term is ]defined in section 230.144A and section 230.501(a) of title 17, Code of Federal Regulations, or any successor thereto, to determine whether such investors might have an interest in a contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities with the Commission, subject to the requirement of subsection (b)(2).".

   (d) Post Offering Communications.--Neither the Commission nor any national securities association registered under section 15A of the Securities Exchange Act of 1934 may adopt or maintain any rule or regulation prohibiting any broker, dealer, or member of a national securities association from publishing or distributing any research report or making a public appearance, with respect to the securities of an emerging growth company, either--

   Original wording

   Page 13, line 11, strike “terms are respectively” and insert “term is”.

3. 3

   Change 3: Strikes “and section 230.501(a)”

   StrikesPage 13, line 12Printed page

   In H.R. 3606 · Reported in House

   (2) by inserting after subsection (c) the following:

   "(d) Limitation.--Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors, as such terms are respectively defined in section 230.144A [struck: and section 230.501(a) ]of title 17, Code of Federal Regulations, or any successor thereto, to determine whether such investors might have an interest in a contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities with the Commission, subject to the requirement of subsection (b)(2).".

   (d) Post Offering Communications.--Neither the Commission nor any national securities association registered under section 15A of the Securities Exchange Act of 1934 may adopt or maintain any rule or regulation prohibiting any broker, dealer, or member of a national securities association from publishing or distributing any research report or making a public appearance, with respect to the securities of an emerging growth company, either--

   Original wording

   Page 13, line 12, strike “and section 230.501(a)”.

Read automatically from the Congressional Record. Check the original before relying on it.

As printed