Subject: File No. S7-22-15
From: Erin Ely

January 10, 2016

1) Allowing offers made in reliance on Rule 147 to be viewed by out-of-state residents, but require that all sales be made only to residents of the state in which the issuer has its main offices;

I SUPPORT THIS - Rule 147 should be revised to provide that "it is not a violation to offer [to people outside of the state], just a violation to sell [to people outside of the state]." In my opinion this is a very important point as it will help to eliminate the current illogical prohibitions against how intrastate offerings may be advertised (e.g. over the internet, through social media, etc.).

2) Removing the need to use percentage thresholds for any type of issuer eligibility requirement, and evaluating whether alternative criteria should be used for determining the necessary nexus between the issuer and the state where all sales occur;

I would like to see that the law maintains some kind of a "local company" test. Choices I like are below:

a) Require that at least 80% of the funds raised are used in state.

b) Require that the "main office" (head office, HQ) is in the state.

c) Require that 80% of all "work" is done in state, such as manufacturing, producing, crafting, building, brewing.

d) Require that 80% of employees are in state.

e) Require that 80% of owners are in state.

3) Eliminating the requirement that the issuer be incorporated or organized in the same state where all sales occur.

I am ambivalent about this one, but the list above would help ensure the "local investing" benefits are retained. I'd hate to "modernize" a local investing law such that it would allow companies to relocate to China, produce in China, or pay employees in China (or any other out-or-state place). SALES can be global, but let's retain the in-state spirit of this rule.