______________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97449 / May 8, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-56

______________________________________________________________________________ 

In the Matter of the Claim for Award

in connection with 

Redacted Redacted

Notice of Covered Action 

Redacted

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIM 

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

denial of the whistleblower award claim submitted by Claimant”) in 

connection with (“Covered 

Action”) and (“Other Action”). 

Redacted Redacted Redacted

Claimant filed a timely response contesting the preliminary denial.

1 For the reasons discussed 

below, Claimant’s award claim is denied. 

I. Background

A. The Covered Action

On the Commission filed the Covered Action in the 

(“Court”) against (“Defendants”) 

for their roles in 

Defendants included 

Redacted Redacted Redacted Redacted RedactedRedacted

See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 1 
2 

The Commission charged Defendants 

In particular, the Covered Action alleged

 (“Entity”) and 

(“Individual”)

 The Covered Action alleged that the Entity and certain of its 

employees 

On the Court entered a final judgment against the Entity which 

The 

Court also imposed in monetary sanctions against the Entity, which the Court 

(“Agency 1”) 

 2

Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted

On 

Redacted

the Office of the Whistleblower (“OWB”) posted the Notice of 

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

award applications within 90 days.3 Claimant filed a timely whistleblower award claim. 

B. The Preliminary Determination

On the CRS issued a Preliminary Determination4 recommending that 

Redacted

Claimant’s claim be denied.5 The Preliminary Determination recommended a denial because 

Claimant was not a “whistleblower” within the meaning of Rule 21F-2(a)(1) with respect to the 

Covered Action. To qualify as a whistleblower, an individual must (among other things) provide 

information regarding a potential securities law violation to the Commission in the form and 

reasoned that while Claimant provided information to Claimant was not 

manner that is required by Rule 21F-9(a), which Claimant did not do. The CRS preliminarily 

Redacted Redacted Redacted

Claimant has applied for a related action award in connection with the Other Action. The Preliminary 

Determination reasoned that because Claimant was not eligible for an award in the Covered Action, he/she was not 

eligible for an award in connection with any related action. 3 See Exchange Act Rule 21F-10(a), 17 C.F.R. § 240.21F-10(a). 4 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 5 The record supporting the Preliminary Determination included the declaration (“Declaration”) of one of the 

Division of Enforcement (“Enforcement”) attorneys who was assigned to the investigation that led to the Covered 

Action (“Investigation”). See Exchange Act Rule 21F-12(a), 17 C.F.R. § 240.21F-12(a). 

2 
a whistleblower because Claimant did not provide information directly to the Commission via a 

TCR, as required by 15 U.S.C. § 78u-6(a)(6) and Rule 21F-2(a)(1).6 

C. Claimant’s Response to the Preliminary Determination 

In response, Claimant argues that the Preliminary Determination must be vacated because 

Claimant purportedly provided “original information” to the Commission in multiple ways and 

that he/she qualifies as a “whistleblower” under the whistleblower program rules (“Rules”). 

Claimant states that he/she worked for and with various persons and entities charged in the 

Redacted Redacted Redacted

Covered Action. Claimant states that in he/she voluntarily came forward as a 

confidential informant and had numerous communications with 

(“Agency 2”). Claimant states that from while he/she was not 

Redacted

represented by counsel—Claimant provided Agency 2 with an extensive amount of original 

information. Claimant asserts that the Commission subsequently received his/her information 

from Agency 2; Claimant alleges that such information was the basis for and led to the success 

of the Covered Action. Thus, according to Claimant, he/she provided original information to the 

Commission under Rule 21F-4(b)(5).7 Further, Claimant asserts that he/she later provided 

Redacted

original information directly to the Commission by filing a TCR in Claimant 

alleges that he/she thus satisfies Rule 21F-2(a)(1) and Rule 21F-9(a). 

Claimant also argues that the Preliminary Determination must be vacated because it was 

not based on a complete factual record. Claimant alleges that the Declaration did not fully 

develop the scope of the information Claimant provided to Agency 2, which was then provided 

to the Commission and led to the Covered Action and its success. Claimant argues that in the 

absence of such complete information, the Commission should rely on and credit Claimant’s 

representations about the nature and importance of his/her information. Claimant argues that 

alternatively, the Commission should be required to make a more complete record. 

Claimant argues that if the Commission determines that Claimant did not provide original 

information as defined by the Rules, then the Commission should waive Claimant’s noncompliance with the Rules and issue him/her an award. Specifically, Claimant states that if the 

Rules require that a TCR be filed with the Commission within 30 days of the provision of 

information to another regulatory agency (or within 30 days of the other agency providing the 

information to the Commission), then such a timing requirement should be waived in accordance 

6 See also Digit. Realty Tr., Inc. v. Somers, 138 S. Ct. 767 (2018); Order Determining Whistleblower Award 

Claims, Exchange Act Rel. No. 80596, n.9 (May 4, 2017). 7 Claimant also states that he/she believes that certain questions that Agency 2 asked him/her during his/her 

work with Agency 2 originated from others, including from the Commission. Consequently, Claimant alleges that 

the Commission indirectly communicated with him/her via Agency 2. 

3 
with Rule 21F-8 and Section 36(a) of the Exchange Act. Claimant believes that a waiver is 

warranted because he/she complied with all other requirements of the Rules and significantly 

contributed to the success of the Covered Action at great personal risk and expense.8 

II. Analysis 

We deny an award to Claimant in connection with the Covered Action. To qualify for an 

award under Section 21F of the Exchange Act, an individual must be a “whistleblower” within 

the meaning of Rule 21F-2(a)(1).9 To qualify as a whistleblower, an individual must (among 

other things) provide information regarding a potential securities law violation to the 

Commission in the form and manner that is required by Rule 21F-9(a).10 Under Rule 21F-9(a), 

an individual must submit his/her information directly to the Commission through one of the 

enumerated methods specified in that Rule.11 Additionally, under Rule 21F-4(b)(5), “[t]he 

Commission will consider [a claimant] to be an original source of the same information that we 

obtain from another source if the information satisfies the definition of original information and 

the other source obtained the information from [the claimant] or [claimant’s] representative.”12 

Finally, Rule 21F-4(b)(7) specifies that if the claimant “provide[s] information to . . . any other 

authority of the Federal government . . . and [the claimant], within 120 days, submit[s] the same 

information to the Commission pursuant to [Rule 21F-9], as [the claimant] must do in order 

8 Claimant asserts that 

Claimant alleges he/she has struggled financially and suffered extreme hardship as a 

Redacted Redacted Redacted Redacted Redacted

result of reporting his/her information to the government. Claimant states that he/she lost his/her job due to his/her 

whistleblowing 

Subsequently, Claimant could not find employment 

due to his/her 

Redacted Redacted Redacted

contributions to the government’s prosecutions. 

9 Exchange Act Section 21F(b)(1), 15 U.S.C. §78u-6(b)(1); Exchange Act Rule 21F-2(a)(1), 17 C.F.R. § 

240.21F-2(a)(1) (“You are a whistleblower for purposes of Section 21F of the Exchange Act (15 U.S.C. 78u-6) as of 

the time that, alone or jointly with others, you provide the Commission with information in writing that relates to a 

possible violation of the federal securities laws (including any law, rule, or regulation subject to the jurisdiction of 

the Commission) that has occurred, is ongoing, or is about to occur.”). See also 15 U.S.C. § 78u-6(a)(6) (“The term 

‘whistleblower’ means any individual who provides, or 2 or more individuals acting jointly who provide, 

information relating to a violation of the securities laws to the Commission, in a manner established, by rule or 

regulation, by the Commission.”). 

10 Exchange Act Rule 21F-9(a), 17 C.F.R. § 240.21F-9(a). 11 Id. (“To submit information in a manner that satisfies § 240.21F-2(b) and § 240.21F-2(c) of this chapter 

you must submit your information to the Commission by any of these methods: (1) Online, through the 

Commission’s website located at www.sec.gov, using the Commission's electronic TCR portal (Tip, Complaint, or 

Referral); [or] (2) Mailing or faxing a Form TCR to the SEC Office of the Whistleblower . . .”). 12 Exchange Act Rule 21F-4(b)(5), 17 C.F.R. § 240.21F-4(b)(5). 

4 
for [the claimant] to be eligible to be considered for an award, then, for purposes of evaluating 

[the claimant’s] claim to an award . . . the Commission will consider that [the claimant] provided 

information as of the date of [the claimant’s] original disclosure, report or submission to” the 

other authority.13 

Here, although Claimant provided information to Other Agency 2, Claimant was not a 

“whistleblower” under the Rules because Claimant did not provide information directly to the 

Commission in accordance with the Rules. 

The Declaration, which we credit, confirmed under penalty of perjury that the staff 

responsible for the Covered Action (“Staff”) did not have any direct dealings or contact with 

stated that in about Agency 2 reached out to Staff and began to share 

Claimant, nor did Staff even know Claimant’s name during the Investigation. The Declaration 

Redacted

information that Agency 2 had previously obtained from Claimant. The information that Staff 

received from Agency 2 indicated that before Agency 2’s contact with Staff, Claimant provided 

Agency 2 with information about the Entity and the Individual. The Declaration noted that 

Claimant’s statement in his/her whistleblower award application—that Claimant “never directly 

reported violations to the Commission”—was true. At no point before or during the 

Investigation or the litigation of the Covered Action did Staff receive information directly from 

Claimant. 

Instead, Claimant only submitted information directly to the Commission several years 

after all relevant 

Redacted

events related to the Covered Action and Notice of Covered Action transpired. Redacted Redacted Redacted

In the Commission filed the Covered Action in the Court. In the Court 

entered a final judgment against the Entity in the Covered Action. In OWB posted 

the Notice of Covered Action on the Commission’s public website. In Claimant filed 

a timely whistleblower award claim for the Covered Action with OWB through counsel. 

Redacted

However, it was not until more than three and a half years later in that Claimant, 

for the first time, filed a TCR with the Commission. Because Claimant provided information to 

Agency 2, Claimant was required to submit the same information to the Commission within 120 

days of submitting it to Agency 2 in order to be eligible to be considered for an award, pursuant 

to Rule 21F-4(b)(7). This, however, did not happen. Claimant is therefore ineligible for an 

award for the Covered Action.14 

13 Exchange Act Rule 21F-4(b)(7), 17 C.F.R. § 240.21F-4(b)(7) (emphasis added). 14 Because Claimant is not eligible for an award in the Covered Action, Claimant is not eligible for an award 

in the Related Action. See Exchange Act Rule 21F-3(b)(1), (b)(2), 17 C.F.R. § 240.21F-3(b)(1), (b)(2); Exchange 

Act Rule 21F-11(a), 17 C.F.R. § 240.21F-11(a). 

5 
Claimant also did not submit his/her information on a TCR or sign the requisite 

whistleblower declaration in accordance with Rules 21F-9(a) and (b). A claimant must submit a 

TCR within 30 days of when the claimant first provides the Commission with information that 

the claimant relies upon as a basis for claiming an award. Should a claimant fail to comply with 

this procedure, the Commission will nonetheless waive the claimant’s noncompliance pursuant 

to the automatic waiver under Rule 21F-9(e). Rule 21F-9(e) applies when a claimant complies 

with the requirements of Rules 21F-9(a) or (b) “within 30 days of first obtaining actual or 

constructive notice about those requirements (or 30 days from the date [the claimant] retain[ed] 

counsel to represent [the claimant] in connection with [the claimant’s] submission of original 

information, whichever occurs first).”15 Here, Claimant had constructive notice of the TCR 

filing requirement, at the very least, for three and a half years before he/she submitted a TCR to 

the Commission for the first time. 

Redacted

In particular, Claimant’s counsel filed a whistleblower award 

claim on Claimant’s behalf in but did not file a Form TCR on Claimant’s behalf until 

Redacted

Claimant thus does not satisfy Rules 21F-9(a) and (b) and is not entitled to the 

automatic waiver under Rule 21F-9(e). 

Claimant’s other arguments about why he/she should receive an award are unavailing. 

Because Claimant failed to satisfy Rule 21F-4(b)(7)’s 120-day submission requirement—thereby 

making him/her ineligible to be considered for an award—it is immaterial whether Claimant 

satisfies Rule 21F-4(b)(5). That Rule merely concerns the circumstances where a claimant is 

considered to be an original source of the same information the Commission obtains from 

another source. Moreover, there is no merit to Claimant’s argument that the Preliminary 

Determination was not based on a complete factual record. The record, which includes the 

Declaration, conclusively demonstrates that Claimant is not entitled to an award under the Rules. 

As confirmed by the Declaration, Claimant “never directly reported violations to the 

Commission” and Staff never received any information directly from Claimant.16 

Finally, despite Claimant’s contentions otherwise, waiver of Claimant’s non-compliance 

with the Rules pursuant to Rule 21F-8 or Section 36(a) of the Exchange Act is not warranted. 

Under Rule 21F-8(a), “the Commission may, in its sole discretion, waive” the TCR filing 

requirement “upon a showing of extraordinary circumstances.”17 We have explained that “the 

extraordinary circumstances exception is to be narrowly construed and applied only in limited 

15 Exchange Act Rule 21F-9(e)(1), 17 C.F.R. § 240.21F-9(e)(1). 16 Claimant’s other arguments—that Claimant provided documents to Agency 2 that were instrumental to the 

Other Action and the Covered Action and that Claimant indirectly communicated with the Commission through 

questions he/she was asked by Agency 2—are immaterial to our conclusion to deny Claimant an award. Because 

Claimant did not satisfy Rule 21F-4(b)(7), Claimant is simply ineligible to be considered for an award based on the 

information he/she provided to Agency 2. 17 Exchange Act Rule 21F-8(a); 17 C.F.R. § 240.21F-8(a). 

6 
circumstances.”18 We have further explained that an extraordinary circumstance in the context 

of a late filing requires a claimant to show that the reason for the failure to timely file was 

beyond the claimant’s control.19

Claimant argues that it was beyond his/her control to timely file a TCR for several 

reasons. Claimant states that he/she began working with Agency 2 

Redacted Redacted

Claimant asserts that he/she was unaware that the Commission’s whistleblower program existed 

Redacted

and that no one from the government notified him/her about it. Claimant also states that he/she ***

worked with Agency 2 as a confidential informant without representation by counsel for

 However, none of these purported reasons excuse Claimant’s failure to file a 

timely TCR. As we have previously stated, a lack of awareness of the Commission’s 

whistleblower program does not rise to the level of an extraordinary circumstance.20

Applying Rule 21F-8(a)’s demanding standard here, we therefore find that Claimant has 

not demonstrated that his/her failure to timely file a TCR was caused by factors beyond his/her 

control. In light of the facts in this matter, we therefore find it inappropriate to invoke our 

discretionary authority to waive the Form TCR filing requirement under Rule 21F-8(a). 

There is also no reason to invoke our Section 36(a) exemptive authority to waive 

Claimant’s non-compliance with the Rules. Section 36(a) grants the Commission the authority 

in certain circumstances to “exempt any person . . . from any provision or provisions of this title 

or of any rule or regulation thereunder, to the extent that such exemption is necessary or 

appropriate in the public interest, and is consistent with the protection of investors.” In 

whistleblower matters, the Commission has found that the public interest warranted an 

exemption from a rule requirement in a limited number of cases where the unique circumstances 

of the particular matter raised considerations substantially different from those which had been 

considered at the time the rules were adopted, and a strict application of the rules would result in 

undue hardship, unfairness, or inequity.21 Given the factual circumstances involved here, we do 

not believe that any such considerations exist. 

18 See, e.g., Order Determining Whistleblower Award Claim, Exchange Act Rel. No. 77368, 2016 WL 

1019130, at *3 (Mar. 14, 2016), pet. denied sub nom. Cerny v. SEC, 707 F. App’x 29 (2d Cir. 2017). 19 Id. Additionally, we have identified attorney misconduct or serious illness that prevented the applicant 

from making a timely filing as two examples of the demanding showing an applicant must make for us to consider 

exercising our discretionary authority to excuse an untimely filing under Rule 21F-8. 20 Id. at 3; Order Determining Whistleblower Award Claim, Exchange Act Rel. No. 72659, at 5 (July 23, 

2014) (“Claimants have it well within their control to learn about the whistleblower program’s existence and its 

requirements . . . they simply need to visit the Commission’s web page, which prominently features the relevant 

information about the program. Their failure to do so does not warrant equitable relief . . .”). 

21 See, e.g., Order Determining Whistleblower Award Claim, Rel. No. 34-86010 (June 3, 2019) (“voluntary” 

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Here, as discussed previously, Claimant had constructive notice of the TCR filing 

requirement, at the very least, for three and a half years before he/she submitted a TCR to the 

Redacted

Commission for the first time in There is nothing in the record that excuses or 

provides a justifiable reason for the delay in the submission of the late-filed TCR. And, as we 

have stated previously, a claimant is not “relieved of the requirement to file a Form TCR merely 

because [he/she] first report[s] to another federal agency, and that agency provides the same 

information to the Commission.”22 We thus conclude that it is inappropriate for us to invoke our 

Section 36(a) exemptive authority to waive Claimant’s non-compliance with the Rules. 

III. Conclusion

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

Claimant in connection with the Covered Action and the Other Action be, and hereby is, denied. 

By the Commission. 

Vanessa A. Countryman 

Secretary 

requirement of Rule 21F-4(a) waived where, among other factors, claimants were not notified of request from SRO 

that preceded their whistleblower submission); Order Determining Whistleblower Award Claims, Rel. No. 34-84046 

(Sept. 6, 2018) (“voluntary” requirement waived where, among other factors, claimant learned the information 

he/she reported after he/she was interviewed by other agency); Order Determining Whistleblower Award Claims, 

Rel. No. 34-90721 (Dec. 18, 2020) (claimant’s counsel used information from the claimant to submit an application 

as a whistleblower on behalf of themselves); Order Determining Whistleblower Award Claims, Rel. No. 34-90580 

(Dec. 7, 2020) (counsel misunderstood communications from the staff about whether the claimant met the 

procedural requirements for participating in the whistleblower program). 

Order Determining Whistleblower Award Claim, Exchange Act Rel. No. 94797, at 2 (Apr. 27, 2022). 

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