Changes to Exchange Act Registration Requirements To Implement Title V and Title VI of the JOBS Act

We are amending our rules in light of the statutory changes made by Title V and Title VI of the Jumpstart Our Business Startups Act (the "JOBS Act') and Title LXXXV of the Fixing America's Surface Transportation Act (the "FAST Act'). The amendments revise our rules to reflect the new, higher thresholds for registration, termination of registration and suspension of reporting that were set forth in the JOBS Act and the FAST Act. In addition, the amendments revise the definition of "held of record' in Rule 12g5-1 under the Securities Exchange Act of 1934 (the "Exchange Act'), in accordance with the JOBS Act, to exclude certain securities held by persons who received them pursuant to employee compensation plans and establish a non- exclusive safe harbor for determining whether securities are "held of record' for purposes of registration under Exchange Act Section 12(g).