1. Short title This Act may be cited as the IPO Pipeline Act . 2. Exemption for certain accredited investor transactions within transparent secondary markets (a) Exempted transactions Section 4 of the Securities Act of 1933 ( 15 U.S.C. 77d ) is amended— (1) in subsection (a), by adding at the end the following new paragraph: (8) transactions meeting the requirements of subsection (e). ; (2) by redesignating subsection (e) as subsection (f); and (3) by inserting after subsection (d) the following new subsection: (e) Accredited investor transactions within transparent secondary markets (1) In general A transaction referred to in subsection (a)(8) is a transaction that meets the following requirements: (A) Accredited investor requirement Each transaction participant is an accredited investor, an affiliate of the issuer, or an employee of the issuer. (B) Secondary marketplace rules (i) In general In the case of a transaction described under clause (ii)— (I) neither the seller nor the purchaser of the security is the issuer or an underwriter of the security; (II) affiliates of the issuer are restricted from executing against orders posted on a marketplace by other market participants; and (III) an affiliate of the issuer that posts an order to offer to buy or sell the security on a secondary marketplace must disclose within the posted order that they are an affiliate and whether the affiliate status is as an officer, director, beneficial owner, or other basis, and the posted order must clearly reflect these disclosures. (ii) Transaction The transaction referred to in clause (i) is one involving the securities of an issuer that— (I) is not— (aa) subject to section 13 or 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m ; 78o(d)); (bb) exempt from reporting pursuant to section 240.12g3–2(b) of title 17, Code of Federal Regulations; or (cc) a foreign government (as defined in section 230.405 of title 17, Code of Federal Regulations) eligible to register securities under Schedule B of section 77aa