Private Company Flexibility and Growth Act

Private Company Flexibility and Growth Act - Amends the Securities Exchange Act of 1934 to change the thresholds for total assets and for class of equity security holders of record which trigger the requirement for a securities issuer to register with the Securities and Exchange Commission (SEC). Increases the total assets threshold from $1 million to $10 million, and the class of equity security holders of record threshold from 500-750 to 1,000 persons.

Declares that, with respect to such registration requirement, the definition of "held of record" does not include securities held by persons who received them pursuant to an employee compensation plan in transactions exempted from specified registration requirements of the Securities Act of 1933 (exempt transactions). (Thus exempts securities held by such persons from registration requirements.)

Directs the SEC to: (1) revise the definition of "held of record" in accordance with this Act, and (2) adopt safe harbor provisions issuers can follow when determining that holders of their securities received them pursuant to an employee compensation plan in an exempt transaction.