An amendment numbered 10 printed in House Report 112-409 to clarify that general advertising under this provision should only apply to Regulation D rule 506 offerings, allow for general solicitation in the secondary sale of these securities so long as only qualified institutional buyers purchase the securities, and provide consistency in interpretation that general advertising should not cause these offerings to be considered public offerings.

1. 1

   Change 1: Replaces “(a) Removal of Restriction.--” through line 11 with new text

   ReplacesPage 19, lines 6–11Printed page

   Struck: (a) Removal of Restriction.-- …

   Inserted: (a) Modification of Rules.--

   Inserted: (1) Not later than 90

   Original wording

   Page 19, beginning on line 6, strike “(a) Removal of Restriction.--” and all that follows through line 11 and insert the following:

2. 2

   Change 2: Inserts “Section 230.506 of title 17, Code of Federal Regulations, as revised pursuant to this sec…” after the period

   InsertsPage 19, line 23Printed page

   Inserted: Section 230.506 of title 17, Code of Federal Regulations, as revised pursuant to this section, shall continue to be treated as a regulation issued under section 4(2) of the Securities Act of 1933 (15 U.S.C. 77d(2)).

   Original wording

   Page 19, line 23, insert after the period the following: “Section 230.506 of title 17, Code of Federal Regulations, as revised pursuant to this section, shall continue to be treated as a regulation issued under section 4(2) of the Securities Act of 1933 (15 U.S.C. 77d(2)).”

3. 3

   Change 3: Inserts new text on page 19, line 23

   InsertsPrinted page

   Inserted: (2) Not later than 90 days after the date of enactment of this Act, the Securities and Exchange Commission shall revise subsection (d)(1) of section 230.144A of title 17, Code of Federal Regulations, to provide that securities sold under such revised exemption may be offered to persons other than qualified institutional buyers, including by means of general solicitation or general advertising, provided that securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe is a qualified institutional buyer.

   Inserted: (c) Consistency in Interpretation.--Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended--

   Inserted: (1) by striking "The provisions of section 5" and inserting "(a) The provisions of section 5"; and

   Inserted: (2) by adding at the end the following:

   Inserted: "(b) Offers and sales exempt under section 230.506 of title 17, Code of Federal Regulations (as revised pursuant to section 201 of the Jumpstart Our Business Startups Act) shall not be deemed public offerings under the Federal securities laws as a result of general advertising or general solicitation.".

   Original wording

   Page 19, after line 23, insert the following:

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

As printed