_____________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99670 / March 5, 2024 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2024-10 

______________________________________________________________________ 

In the Matter of the Claims for an Award 

in connection with 

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Notice of Covered Action 

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ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

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The Claims Review Staff (“CRS”) issued a Preliminary Determination recommending the 

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denial of the whistleblower award claims submitted by joint claimants

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 (“Claimant 1”) and (“Claimant 2”) (collectively 

“Claimants”) in connection with the above-referenced covered action (the “Covered Action”). 

Claimant 1 and Claimant 2 filed timely responses contesting the preliminary denials. For the 

reasons discussed below, Claimant 1 and Claimant 2’s award claims are denied. 

I. Background

A. The Covered Action

On , the Securities and Exchange Commission (“Commission”) 

charged individuals, including , with defrauding investors

 (“the Company”), whose shares once traded on 

 The Commission’s complaint charged 

, along with 

and (collectively “Defendants”). 

Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted ***

According to the Commission’s complaint, 

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Redacted

 illicit profits. On 

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, the Commission entered 

final judgments against the Defendants of more than one million dollars. 

On , the Office of the Whistleblower (“OWB”) posted the Notice for 

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the Covered Action on the Commission’s public website inviting claimants to submit 

whistleblower award applications within 90 days. Claimants filed timely whistleblower award 

claims. 

B. The Preliminary Determination

 The CRS issued a Preliminary Determination recommending that the Claimants’ award 

claims be denied because their information did not lead to the success of the Covered Action. 

According to a declaration by Enforcement staff in support of the Preliminary Determination 

(“Initial Declaration”), the investigation which led to the Covered Action (the

Redacted

 “First 

Investigation”) was opened on , based upon a referral from staff in the 

Division of Corporation Finance (“Corp Fin”) and not based on any information provided by 

Claimant 1 or Claimant 2. Further, Enforcement staff began investigating the conduct underlying 

the Covered Action as part of another investigation (“Second Investigation”), which was not 

opened based on information from Claimant 1 or Claimant 2. The CRS also preliminarily 

determined that Claimant 1 and Claimant 2 did not provide information that caused Enforcement 

staff responsible for the Covered Action to inquire into new conduct or that substantially 

advanced the Covered Action investigations. Claimant 1 also was denied because they did not 

provide original information, as staff was already aware of the information provided by Claimant 

1 from prior investigative efforts. 

C. Claimants’ Responses to the Preliminary Determination 

Claimants 1 and 2 submitted timely written responses contesting the Preliminary 

Determination.1 

In their request for reconsideration, Claimant 1 argues, among other things, that (1) the 

First and Second Investigations do not appear to relate to the actual conduct underlying the 

Covered Action and contend that their information has a closer factual nexus to the charges in 

the Covered Action; (2) the denial was based on a single declaration from an Enforcement 

accountant who did not lead or supervise the Covered Action; (3) the declaration failed to 

explain when staff responsible for the Covered Action reviewed Claimant 1’s information; and 

(4) that Claimant 1 emailed their information to Corp Fin staff on , the same 

day that they , and the Corp Fin staff could have shared 

the information with Enforcement staff on the First or Second Investigation.2 

Redacted Redacted

Claimant 2’s request for reconsideration principally argues the following: (1) the staff 

declaration upon which the Preliminary Determination was based was cursory and failed to 

1 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 

2 Claimant 1’s information was submitted to the Commission prior to the adoption of the SEC’s whistleblower 

program rules, which require that whistleblowers submit their information to the Commission on Form TCR or 

through the on-line TCR portal in order to be eligible for an award. See Exchange Act Rule 21F-9. 

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Action; (2) Claimant 2’s information, which was submitted to Commission staff on 

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identify how and on what date staff uncovered the conduct that formed the basis of the Covered 

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,

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 caused staff to look into the conduct that formed the basis of the 

Covered Action; (3) there was no declaration from any SEC employees with whom Claimant 2 

communicated; (4) the SEC staff responsible for the Covered Action could have obtained 

Claimant 2’s information from other Commission staff without the other Commission staff 

attributing the information as having been received from Claimant 2; and (5) the SEC staff 

(“Other Agency Staff”) which conducted a parallel investigation. 

responsible for the Covered Action could have obtained Claimant 2’s information through the 

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II. Analysis 

To qualify for an award under Section 21F of the Exchange Act, a whistleblower must 

voluntarily provide the Commission with original information that leads to the successful 

enforcement of a covered action.4 Additionally, and as relevant here, original information will 

be deemed to lead to a successful enforcement action if either: (i) the original information caused 

the staff to “commence an examination, open an investigation . . . or to inquire concerning 

different conduct as part of a current examination or investigation” and the Commission brought 

a successful action based in whole or in part on conduct that was the subject of the original 

information;5 or (ii) the conduct was already under examination or investigation, and the original 

information “significantly contributed to the success of the action.”6 

In determining whether the information “significantly contributed” to the success of the 

action, the Commission will consider whether the information was “meaningful” in that it “made 

a substantial and important contribution” to the success of the covered action.7 For example, the 

Commission will consider a claimant’s information to have significantly contributed to the 

success of an enforcement action if it allowed the Commission to bring the action in significantly 

less time or with significantly fewer resources, or to bring additional successful claims or 

successful claims against additional individuals or entities.8 

As an initial matter, we note that the record now includes four declarations from the 

Enforcement staff (three of which were obtained after the Preliminary Determination and in 

response to the Claimants’ requests for reconsideration), which we credit, including the Initial 

3 Claimant 2’s information also was submitted to the Commission prior to the adoption of the SEC’s whistleblower 

program rules. Whistleblowers who submitted information after July 21, 2010 and before August 12, 2011 satisfied 

the Rule 21F-9 procedural requirements by submitting the information to the Commission “in writing.” See 

Exchange Act Rule 21F-9(d). 

4 Exchange Act Section 21F(b)(1), 15 U.S.C. § 78u-6(b)(1). 

5 See Exchange Act Rule 21F-4(c)(1), 17 C.F.R. § 240.21F-4(c)(1). 

6 See Exchange Act Rule 21-F-4(c)(2), 17 C.F.R. § 240.21F-4(c)(2). 

7 Order Determining Whistleblower Award Claims, Exchange Act Rel. No. 90922 (Jan. 14, 2021) at 4; see also 

Order Determining Whistleblower Award Claims, Exchange Act Rel. No. 85412 (Mar. 26, 2019) at 9 (same). 

8 Exchange Act Rel. No. 85412 at 8-9. 

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Declaration, which was prepared by an Enforcement accountant who was one of the primary 

staff responsible for the Covered Action; a supplemental declaration from the Enforcement 

accountant primarily responsible for the Covered Action (“Supplemental Declaration”); a 

declaration provided by the Assistant Regional Director who supervised the First and Second 

of another regional office (“Other Regional Office”) 

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Investigations (“Supervisor Declaration”); and a declaration from an Assistant Regional Director 

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(“Other Investigation”).9 Based on our review of the record, including the 

multiple declarations, neither Claimant 1 nor Claimant 2 provided information that led to the 

success of the Covered Action. 

A. Claimant 1 

the First or Second Investigation. The First Investigation was opened on 

First, Claimant 1 did not provide information that caused Enforcement staff to open either 

as a 

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result of a referral from Corp Fin, and not because of information provided by Claimant 1. 

Further, as explained in more detail in the Supplemental and Supervisor Declarations, the Second 

Investigation was opened on , as a result of a referral to the staff by the criminal 

authorities based on allegations in a civil complaint captioned 

 filed in . As such, Claimant 1 did not provide information 

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that caused the opening of the Second Investigation. 

Second, the record reflects that Claimant 1’s information did not cause Enforcement staff 

to inquire into different conduct or significantly contribute to the First or Second Investigations. 

On , Claimant 1 emailed their information to staff in Corp Fin. On that same 

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day, Claimant 1’s email was forwarded to staff in the Other Regional Office in connection with 

the Other Investigation. The Enforcement staff responsible for the Covered Action did not 

receive Claimant 1’s information from Corp Fin staff. Neither the Other Regional Office staff, 

nor the Enforcement staff responsible for the Covered Action, spoke with Claimant 1. After 

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extensive investigative efforts, on , approximately two years after the Other 

Investigation was opened, the Other Regional Office staff closed the Other Investigation without 

enforcement action. The Supplemental Declaration and Supervisor Declaration clarify that they 

began looking into the Defendants’ based on their own 

investigative work, including reviewing trading records, and not from information provided by 

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Claimant 1, or from information received from Corp Fin staff, Other Regional Office staff, or 

, they were already looking into the Defendants’

 based on their own investigative work.10 

9 Both Claimant 1 and Claimant 2 argue that the Initial Declaration was insufficient to support the denial of their 

award claims. We reject their contention, particularly in light of the multiple declarations, which we credit, that 

support the conclusion that their information did not lead to the success of the Covered Action.

 Claimant 1, that would not entitle Claimant 1 to 

an award. This is because the record does not support a conclusion that Claimant 1’s submission of information to 

the Commission led to the successful enforcement of the Covered Action. 

other Commission staff. Finally, by the time Enforcement staff responsible for the Covered 

Action reviewed Claimant 1’s 

Redacted Redacted

10 Even if Enforcement staff responsible for the Covered Action had begun inquiring into the Defendants’

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B. Claimant 2

, based on a referral from Corp Fin, and the Second Investigation was opened on 

Redacted ***

First, Claimant 2 did not provide information that caused the First or Second 

Redacted Redacted

Investigations to open. As explained above, the First Investigation was opened on 

, based on a referral from the criminal authorities stemming from the filing of a civil 

complaint. 

Second, the record, including the Initial Declaration, the Supplemental Declaration and 

the Supervisor Declaration, support the conclusion that Claimant 2’s information did not cause 

Enforcement staff responsible for the Covered Action to inquire into different conduct or 

significantly contribute to the First or Second Investigations. Claimant 2’s information was 

assigned to staff in the Other Regional Office, which prompted the opening of the Other 

Investigation. The declaration from Staff who supervised the Other Investigation11 confirms that 

the Other Investigation was closed without enforcement action, in part, because they could not 

corroborate Claimant 2’s information. 

Claimant 2’s argument that the record is insufficient because it does not identify the date 

when staff began inquiring into the conduct that formed the charges in the Covered Action is 

unavailing; Claimant 2 is not entitled to internal investigative information. Moreover, the record 

otherwise supports the conclusion that the Enforcement staff responsible for the Covered Action 

did not start investigating the Defendants’ based on information 

submitted by Claimant 2, but through their own investigative work. Further, the multiple 

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declarations support the conclusion that Enforcement staff responsible for the Covered Action 

did not begin investigating the underlying Covered Action conduct because of information 

provided by the Other Regional Office staff, Corp Fin staff, or other Commission staff. The 

declarations further support the conclusion that Enforcement staff responsible for the Covered 

Action did not begin investigating the underlying conduct charged in the Covered Action based 

on information from Other Agency staff. 

Finally, both Claimant 1 and Claimant 2 suggest that because their information had a 

factual nexus to the charges in the Covered Action, their information must have been used in 

some way by the responsible Enforcement staff. However, the standard for award eligibility is 

not what the staff would have or could have done in hypothetical circumstances, but, rather, what 

impact a claimant’s information has on the investigation.12 That Claimant 1’s or Claimant 2’s 

information bears some factual nexus to the charges in the Covered Action does not mean that 

their information “led to” the success of the Covered Action. Rather, the record supports the 

conclusion that Claimant 1 and Claimant 2 did not provide information to the Commission that 

caused the Enforcement staff responsible for the Covered Action to open the First or Second 

11 The record also includes three declarations from staff responsible for the Covered Action. 

12 See Order Determining Whistleblower Award Claim, Release No. 34-98655 (Sept. 29, 2023); Order Determining 

Whistleblower Award Claim, Release No. 34-97408 (May 1, 2023); Order Determining Whistleblower Award 

Claim, Release No. 34-96657 (Jan. 13, 2023). 

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Investigations, to inquire into the conduct underlying the Covered Action, or significantly 

contributed to the success of the Covered Action. 

For these reasons, Claimant 1’s and Claimant 2’s information did not lead to the 

successful enforcement of the Covered Action.13

III. Conclusion

Accordingly, it is hereby ORDERED that the whistleblower award applications of 

Claimant 1 and Claimant 2 in connection with the Covered Action be, and it hereby are, denied. 

By the Commission. 

Vanessa A. Countryman 

Secretary 

13 Because Claimant 1 and Claimant 2 are not eligible for an award in an SEC Covered Action, they also are not 

eligible for an award in any related action. 

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