______________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97395 / April 28, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-51

______________________________________________________________________________ 

In the Matter of the Claim for Award 

in connection with 

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Notice of Covered Action 

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ORDER DETERMINING WHISTLEBLOWER AWARD CLAIM 

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

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

connection with the above-referenced covered action (“Covered Action”). Claimant filed a 

timely response contesting the preliminary denial.1 For the reasons discussed below, Claimant’s 

claim is denied. 

I. Background

A. The Covered Action

On the Commission filed the Covered Action2 against 

(“Company”) and (collectively, “Defendants”). The Covered Action 

alleged that Defendants were involved in 

Specifically, 

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1 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 2 The Covered Action was filed in the (“Court”). 

Redacted
 The Company

 However, the Company

 The Covered Action charged Defendants with 

In the Court ordered to 

pay a total of in disgorgement, prejudgment interest, and civil penalties. The 

Court also ordered defendant to pay in disgorgement, 

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prejudgment interest, and civil penalties. 

On 

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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 

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the CRS issued a Preliminary Determination4 recommending 

that Claimant’s claim be denied on two grounds.5 

First, the Preliminary Determination recommended that the Commission deny Claimant’s 

claim because Claimant did not provide “original information” that led to the successful 

enforcement of the Covered Action within the meaning of Section 21F(b)(1) of the Securities 

Exchange Act of 1934 (“Exchange Act”) and Rules 21F-3(a)(2) and 21F-4(b) thereunder because 

the information was not derived from Claimant’s: (1) “independent knowledge,” as defined 

under Rule 21F-4(b)(2), but instead was derived entirely from “publicly available sources;” or 

(2) “independent analysis,” as defined under Rule 21F-4(b)(3), because the information did not 

include an examination and evaluation of information that “reveals information that is not 

generally known or available to the public.” The CRS reasoned that Claimant’s information was 

based on articles, press releases, and Commission filings—all of which were available publicly. 

Moreover, Claimant’s examination and evaluation of information derived from these publicly 

available sources did not reveal anything that was not otherwise apparent from reviewing the 

publicly available information. 

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). 

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Second, the Preliminary Determination recommended that the Commission deny 

Claimant’s claim because Claimant did not provide “original information” that led to the 

successful enforcement of the Covered Action within the meaning of Section 21F(b)(1) of the 

Exchange Act and Rules 21F-3(a)(2) and 21F-4(b) thereunder because Claimant’s information 

was already known to the Commission. The CRS preliminarily determined that Claimant’s 

information was already known to the staff responsible for the Covered Action (“Staff”) from 

other sources, including press releases and other tips. 

C. Claimant’s Response to the Preliminary Determination 

Claimant submitted a timely written response contesting the Preliminary Determination.6 

In the response, Claimant describes the process through which he/she obtained the information 

Claimant submitted to the Commission about the Company This process included: 

reviewing and analyzing publicly available information about the Company;

 and taking other steps in determining whether may 

have existed based on information taken from publicly available sources such as Company press 

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releases, Commission filings, financial websites, financial blogs, and Google searches. 

Claimant argues that the evaluation he/she performed to identify and interpret the 

information he/she provided to the Commission meets the definition of “independent analysis”. 

Claimant asserts that his/her evaluation was “beyond what would be reasonably apparent to the 

Commission from publicly available information” and that Claimant’s analysis “bridged the gap” 

that the Commission would not have discovered the charged in the 

between the publicly available information and the possible securities violations. Claimant states 

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Covered Action without his/her analysis. Claimant alleges that if his/her claim is denied, the 

Commission would be implicitly holding that an outsider like Claimant can never receive an 

award in a case and that such a conclusion would have a chilling effect on 

future complaints. 

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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, a whistleblower must voluntarily provide the 

Commission with original information that leads to the successful enforcement of a covered 

action.7

 Claimant did not provide the Commission with such information. 

6 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 7 Exchange Act Section 21F(b)(1), 15 U.S.C. §78u-6(b)(1). 

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Claimant’s arguments are unavailing. As the Preliminary Determination correctly 

determined, none of Claimant’s information qualifies as “independent analysis”. Under the 

Rules, a whistleblower may satisfy the “original information” requirement by providing the 

Commission with “independent analysis”.8 The Rules define “analysis” to mean an 

“examination and evaluation of information that may be publicly available, but which reveals 

information that is not generally known or available to the public.”9 

We have explained that “independent analysis” requires that the whistleblower “do more 

than merely point the staff to disparate publicly available information that the whistleblower has 

assembled, whether or not the staff was previously ‘aware of’ the information.”10 To qualify as 

“independent analysis,” a whistleblower’s submission “must provide evaluation, assessment, or 

insight beyond what would be reasonably apparent to the Commission from publicly available 

information. In assessing whether this requirement is met, the Commission [] determine[s] . . . 

whether the violations could have been inferred from the facts available in public sources.”11 

In order for a whistleblower to be credited with providing “independent analysis,” the 

whistleblower’s examination and evaluation should contribute “significant independent 

information” that “bridges the gap” between the publicly available information and the possible 

securities violations.12 “[I]n each case, the touchstone is whether the whistleblower’s submission 

is revelatory in utilizing publicly available information in a way that goes beyond the 

information itself and affords the Commission with important insights or information about 

possible violations.”13 Additionally, “non-experts may configure publicly available information 

in a non-obvious way that reveals patterns indicating possible violations that would not 

otherwise be inferable from the public information or may engage in highly probative 

calculations or some other meaningful exercise with the information that may demonstrate the 

possibility of securities violations.”14 

Here, the Declaration as well as a supplemental declaration (“Supplemental Declaration”) 

of one of the Enforcement attorneys who was assigned to the Investigation—which we credit— 

confirmed under penalty of perjury that Claimant’s tip contained information that was in the 

public domain, including information from Company filings with the Commission and publicly 

available Company press releases. Claimant’s information was duplicative of information Staff 

received from other sources, including several tips that the Commission received from members 

of the public as well as complaints in the public domain. Staff did not have any communications 

with Claimant before or during the Investigation. Additionally, the Supplemental Declaration 

8 See Exchange Act Rule 21F-4(b)(1)(i), 17 C.F.R. § 240.21F-4(b)(1)(i). 9 Exchange Act Rule 21F-4(b)(3), 17 C.F.R. § 240.21F-4(b)(3). 10 Securities Whistleblower Incentives and Protections, 76 FR 34299, 34312 (June 13, 2011). 11 Whistleblower Program Rules, 85 FR 70898, 70927–70928 (Nov. 5, 2020). 12 Id. at 70928. 13 Id. 14 Id. 

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confirmed that the information as well as allegations of purported misconduct by the Company 

that Claimant included within his/her tip to the Commission were based upon readily discernible, 

publicly available information. 

Based upon the record, we therefore conclude that Claimant’s information does not 

qualify as independent analysis. Claimant’s information was derived through the review and 

 went beyond what was reasonably apparent to the 

analysis of publicly available information; however, none of Claimant’s analysis regarding 

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Commission staff from publicly available information. Claimant’s examination and evaluation 

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of the publicly available information about the Company did not contribute 

any “significant independent information” that “bridge[d] the gap” between the publicly 

available information and the possible securities violations. Nothing about Claimant’s 

information was revelatory in utilizing publicly available information in a way that went beyond 

the information itself and afforded the Commission with important insights or information about 

possible violations.15 

III. Conclusion 

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

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

By the Commission. 

Vanessa A. Countryman 

Secretary 

holds—implicitly or otherwise—that an outsider can never receive an award in 

nothing about our decision to deny Claimant’s claim is meant to have any chilling effect on future 

Despite Claimant’s speculative assertions otherwise, nothing about our decision to deny Claimant’s claim 

case. Further, 

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complaints. Instead, we have concluded in this instance that Claimant’s claim must be denied due to the specific 

facts and circumstances present here. 

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