H.R. 4430 — Expanding WKSI Eligibility Act

This section revises the definition of well-known seasoned issuer (WKSI) under the federal securities laws to base eligibility on an aggregate market value of $400 million or more (from $700 million) in voting and non-voting common equity held by non-affiliates—as determined under Form S-3 General Instruction I.B.1.—plus satisfaction of other requirements in SEC Rule 230.405 excluding any minimum market value threshold (with both sets of criteria frozen as in effect on the date of enactment). (Thus, more issuers qualify for WKSI benefits such as automatic shelf registration and reduced SEC review.) This section further directs the SEC to publish an annual report, within 90 days after each calendar year-end, on the total number of withdrawn applications submitted that year for a no-ineligible-issuer determination under Rule 230.405 to meet the WKSI definition.