Changes

===Title I--Accelerating Access to Capital===

This bill directs the Securities and Exchange Commission (SEC) to revise Form S-3 (a simplified securities registration form for companies that have already met other reporting requirements) so as to permit securities to be registered pursuant to General Instruction I.B.1. of the form if: (1) the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more, or (2) the registrant has at least one class of common equity securities listed and registered on a national securities exchange.

===Title II--Micro-Offering Safe Harbor===

The Securities Act of 1933 is amended to exempt from specified prohibitions against the sale or delivery after sale of unregistered securities, among other things, transactions involving the sale of securities by an issuer of micro-offerings if:

*each purchaser has a substantive pre-existing relationship with either an officer or director of the issuer, or with a shareholder holding 10% or more of the issuer's shares;

===Title III--Private Placement Improvement===

The SEC must revise the filing requirements of Regulation D (which provides exemptions from securities registration requirements) to require an issuer that offers or sells securities in reliance upon a certain exemption from registration (for limited offers and sales without regard to the dollar amount of the offering [Rule 506]) to file, no earlier than 15 days after the date of first sale of such securities, a single notice of sales containing the information required by Form D (used to file a notice of an exempt offering of securities under Regulation D) for each new offering of securities.