_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 98655 / September 29, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-84 

_________________________________________________________________________ 

In the Matter of the Claims for an Award 

in connection with 

Redacted Redacted Redacted Redacted ***

***

Notice of Covered Action 

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIM 

Redacted

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

Redacted

denial of the whistleblower award claims submitted by (“Claimant 1”) and 

(“Claimant 4”) in connection with the above-referenced covered actions (the 

“Covered Actions”). Claimant 1 and Claimant 4 each filed a timely response contesting the 

preliminary denial. For the reasons discussed below, Claimant 1 and Claimant 4’s award claims 

are denied.1

1 The CRS also preliminarily determined to recommend that the award applications of two other claimants be 

denied. Neither of these claimants submitted a request for reconsideration and, as such, the Preliminary 

Determinations with respect to their award claims became the Final Order of the Commission on 

pursuant to Rule 21F-10(f). 

, Redacted

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I. Background

A. The Covered Actions

On , the Commission filed a complaint against 

“Company”), 

(collectively, the “Defendants”) in connection with 

. According to the Complaint, 

. 

, the Commission filed a complaint against 

The 

complaint alleged that 

. 

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

The Court subsequently entered final judgments against all of the Defendants, ordering 

Redacted

 to pay disgorgement and civil penalties totaling over . 

On and OWB posted Notice for the Covered Action 

 in connection with the 

Redacted Redacted Redacted Redacted

on the Commission’s public website regarding inviting claimants to submit whistleblower award 

applications within 90 days. Claimant 1 and Claimant 4 filed timely whistleblower award claims 

in connection with the Covered Actions. 

B. The Preliminary Determination

On 

Redacted

, the CRS issued a preliminary determination recommending that 

Claimant 1’s and Claimant 4’s claims be preliminarily denied.2 The CRS determined that 

2 The preliminary determination noted that to the extent Claimants have applied for an award in a related action, 

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Claimant 1 and Claimant 4 did not provide information that led to the successful enforcement of 

the above-referenced Covered Actions within the meaning of Section 21F(b)(1) of the Exchange 

Act and Rules 21F-3(a)(3) and 21F-4(c) thereunder because any information provided did not, 

under Rule 21F-4(c)(1) of the Exchange Act: (1) cause the Commission to (a) commence an 

examination, open or reopen an investigation, or inquire into different conduct as part of a 

current Commission examination or investigation, and (b) thereafter bring an action based, in 

whole or in part, on conduct that was the subject of claimants’ information; or (2) significantly 

contribute to the success of a Commission judicial or administrative enforcement action under 

Rule 21F-4(c)(2) of the Exchange Act. The preliminary determination noted that neither 

Claimant 1 nor Claimant 4 provided information that caused the Covered Actions investigation 

to open. Investigative staff responsible for the Covered Actions opened the investigation prior to 

receiving information from Claimant 1 and Claimant 4. Nor did Claimant 1 nor Claimant 4 

significantly contribute to either of the Covered Actions. While responsible investigative staff 

received information from Claimant 1, none of the information was used in, or had any impact 

on, the charges brought by the Commission in the Covered Actions. Investigative staff 

responsible for the Covered Actions never received any information from, or had any 

communications with, Claimant 4. 

Claimant 1 and Claimant 4 each submitted a timely written response contesting the 

preliminary determination.

3 

C. Responses to the Preliminary Determination 

i. Claimant 1’s Response to the Preliminary Determination 

In Claimant 1’s response to the preliminary determination (“Claimant 1 Response”), 

Claimant 1 argues that he/she is entitled to an award because: (1) he/she significantly contributed 

to the Covered Actions because his/her information allowed the SEC to bring the Covered 

Actions in significantly less time and with significantly fewer resources; (2) prior SEC Orders 

confirm that he/she “significantly contributed” to the success of the Covered Actions and, in 

connection with this argument, argues that his/her willingness to provide an affidavit was a 

significant contribution; (3) there is a close nexus between his/her information and certain 

charges in the SEC’s successful Covered Actions, and he/she provided “new” information after 

submitting his/her tip; and (4) the goals of the whistleblower program militate in favor of 

granting him/her an award. 

ii. Claimant 4’s Response to the Preliminary Determination 

In Claimant 4’s response to the preliminary determination (“Claimant 4 Response”), 

Claimant 4 principally focuses on a TCR that he/she believes could have contributed to the 

because Claimants are not eligible for an award in an SEC Covered Action, they are not eligible for an award in 

connection with any related action. See 15 U.S.C. § 78u-6(b); Exchange Act Rule 21F-3(b), (b)(1); Rule 21F-4(g) 

and (f); Rule 21F-11(a); see also Order Determining Whistleblower Award Claim, Release No. 34-86902 (Sept. 9, 

2019). 

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

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Covered Actions. Claimant 4 wrote, he/she is “contesting on the basis that the review staff at the 

Office of the Whistleblower was negligent by failing to forward my information to the 

investigative staff. By not sending valuable information to the appropriate staff, the SEC failed 

in its mission to ensure the integrity of the whistleblower program.” Liberally construed, the 

Claimant 4 Response appears to argue that since his/her TCR would have contributed to the 

success of the Covered Actions had the staff forwarded it to the relevant investigation, he/she 

deserves at least a 10 percent award. 

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 Among other things, to be considered original information the 

submission must be provided to the Commission for the first time after July 21, 2010.5

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 open an investigation 

“or to inquire concerning different conduct as part of a current . . . investigation” and the 

Commission brought a successful action based in whole or in part on conduct that was the 

subject of the original information;6

 or (ii) the conduct was already under examination or 

investigation, and the original information “significantly contributed to the success of the 

action.”7

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.8 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.9

A. Claimant 1

Claimant 1’s information does not merit a whistleblower award for the Covered Actions. 

As an initial matter, Claimant 1’s information did not cause the staff to open the investigation 

that led to the Covered Actions (the “Investigation”). As noted in the initial declaration from one 

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

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

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

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

8 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. 

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

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of the primary Enforcement staff attorneys assigned to the Investigation (“Initial Declaration”), 

which we credit, Investigative staff opened the Investigation over two months before Claimant 1 

submitted his/her tip. 

The record also does not show that Claimant 1’s information caused the staff to inquire 

into different conduct or significantly contributed to the ongoing Investigation. At the outset, we ***

note that Initial Declaration indicated that Claimant 1’s information was not useful to the 

Redacted

or the

Redacted

 The arguments Claimant 1 puts forth in his/her 

response to the preliminary determination are not persuasive. 

First, Claimant 1 argues that he/she significantly contributed to the Covered Actions 

because his/her information allowed the SEC to bring the Covered Actions in significantly less 

time and with significantly fewer resources. To support this argument, Claimant 1 included a 

“detailed timeline” to imply that his/her information allowed the Commission to “bring an 

enforcement action in significantly less time.” In this vein, Claimant 1 writes, “[w]ithin 22 days 

of receiving [Claimant 1’s] tip, the SEC converted the [Company] MUI to an investigation, ***

during which [Claimant 1] and counsel had nearly daily interactions with the SEC, and then 

brought an action against [the Company] 12 days thereafter.” (bold in original). Claimant 1 

believes his/her information caused the Commission to “act more quickly” with respect to the 

Covered Actions. Claimant 1’s argument relies heavily on the timing of events to 

circumstantially demonstrate that he/she saved Commission time and resources. 

We find that there is insufficient evidence in the record to show that Claimant 1’s 

information saved the Commission time and resources by allowing the Commission to “act more 

quickly.” As stated in the Initial Declaration, even though the staff did speak with Claimant 1, 

the staff did not find his/her information to be useful in the Covered Actions. In a supplemental 

declaration from Enforcement staff (“Supplemental Declaration”), staff noted that Claimant 1’s 

information did not help expedite the investigation that led to the Covered Actions. Moreover, 

Enforcement staff noted that it had already obtained a significant amount of information from 

Redacted

other sources by the time Claimant 1 came forward in . 

Second, Claimant 1 argues that prior Commission Orders confirm that he/she 

“significantly contributed” to the success of the Covered Actions. In making this argument, 

Claimant 1 cites a Commission Order and suggests that this Order confirms that Claimant 1 

“significantly contributed” to the Covered Actions at hand.10 Claimant 1 notes that, “[in this] 

Order, the whistleblower received an award merely for providing the name of a potential 

witness.” Claimant 1 suggests that he/she provided significantly more information and 

assistance to the Commission in the Covered Actions in comparison to other whistleblowers who 

received awards for significantly contributing to successful enforcement actions. 

The matter at hand is distinguishable from the Order cited by Claimant 1. Unlike the 

claimant in the cited Order, the record here does not indicate that Claimant 1’s information 

resulted in, for example, the “identification of an important witness, who in turn provided helpful 

10 See Order Determining Whistleblower Award Claims, Exchange Act Rel. No. 90864 (Jan. 7, 2021). 

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supporting evidence, which significantly contributed....”11 On the contrary, Enforcement staff 

reported that Claimant 1’s information did not assist Enforcement staff in bringing the Covered 

Actions at hand. Indeed, the Initial Declaration stated that “[n]one of [Claimant 1’s] information 

was used in, or had any impact on, the settlement negotiations or resulting charges brought by 

the Commission in the Covered Actions.” In connection with this argument, Claimant 1 also 

information and assistance “confirmed .” (emphasis added). But 

contends that he/she still significantly contributed to the Covered Actions because his/her 

Redacted

confirming information obtained from other sources does not automatically make a 

whistleblower eligible under Rule 21F-4(c)(2).12 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. Here, we find that both the Initial Declaration and 

Supplemental Declaration sufficiently demonstrate that Claimant 1’s information did not help 

advance the Covered Actions in a manner that was substantial and important. 

In making the above argument, Claimant 1 also presents that his/her willingness to 

provide an affidavit to be used in the Commission’s litigation constituted significant contribution 

under Rule 21F-4(c)(2). As discussed in the Initial Declaration, while other staff members 

followed up with Claimant 1 and his/her counsel and interviewed Claimant 1 for the purpose of 

obtaining an affidavit in support of 

, this affidavit was never used in connection with either of the Covered Actions. 

Although it is true that Claimant 1 was willing to provide an affidavit, the standard for award 

Redacted Redacted

eligibility is not what the staff would have or could have done hypothetically, but, rather, what 

impact the whistleblower’s information actually had on the investigation.13 Here, the affidavit 

was never used in connection with the Covered Actions and, as explained in the foregoing 

paragraphs, Claimant 1’s information did not otherwise qualify as significant contribution under 

Rule 21F-4(c)(2). 

Third, Claimant 1 argues that there is a close nexus between his/her information and 

certain charges in the Covered Actions. In the Claimant 1 Response, Claimant 1 wrote in his/her 

response that he/she provided “new” information such as “specific and detailed information 

about [the Company], including how 

.” Claimant 1 also responded to note that there is a “close nexus” between 

his/her information and certain charges in the SEC’s successful Covered Actions. Claimant 1 

contends that, “[w]hile [his/her] TCR focused on [the Company’s] 

, [his/her] subsequent communications with the SEC provided 

significant information related to .” Claimant 

Redacted Redacted Redacted Redacted Redacted Redacted

1 also contends that his/her inside information about the Company must have been new 

11 Id. at 4. 

12 See supra fn. 9. 

13 See Order Determining Whistleblower Award Claim, Release No. 34-88667 (April 16, 2020) (“We must look to 

whether the Claimant’s information actually contributed to the success of the Covered Action, not whether ‘it should 

have or could have,’ as Claimant urges us to do.”) (citing Order Determining Whistleblower Award Claim, Release 

No. 34-85412 (Mar. 26, 2019)). 

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information “as the SEC did not 

.” *** Redacted

The Initial Declaration noted that Enforcement staff did not receive any new information 

from Claimant 1—including in his/her TCR, through his/her counsel, or in staff interviews of 

Claimant 1—on which the staff relied or that resulted in the Covered Actions. Indeed, the Initial 

Declaration clearly indicated that both Covered Actions were “based on information the staff 

obtained from other sources.” In the Claimant 1 Response, Claimant 1 states, among other 

items, that he/she provided “new” information in subsequent communications related to the 

“ ”, that the Company “ 

”, and that the “ 

.” But, even if Claimant 1 provided such information, the 

Supplemental Declaration from Enforcement staff indicates that this information, too, was 

already obtained from other sources. 

Redacted Redacted Redacted Redacted Redacted

Lastly, Claimant 1 references the goals of the whistleblower program and summarizes 

many of the arguments discussed above. We acknowledge and appreciate the sacrifices that 

many whistleblowers make and the hardships they may endure, including . Redacted

Based on the record in this matter, however, we find that Claimant 1 did not meet the eligibility 

requirements for an award. 

For these reasons, Claimant 1 is not eligible for a whistleblower award in the Covered 

Actions. 

B. Claimant 4

Claimant 4 does not qualify for a whistleblower award in this matter because his/her 

information did not cause the staff to open the investigation or examination that led to the 

Covered Actions, nor did Claimant 4’s information cause the staff to inquire into different 

conduct in or significantly contribute to the success of the Covered Actions. As referenced 

above, the Claimant 4 Response principally focuses on what he/she describes as Commission 

staff’s “failing to forward [his/her] information to the investigative staff.” Claimant 4 adds, “[i]f 

it hadn’t been for the review team’s negligence, my information would have surely contributed 

to the successful enforcement action.” 

First, none of Claimant 4’s information was used or considered by Enforcement staff in 

connection with the opening of the Investigation. Here, the Initial Declaration reflects that the 

Investigation was opened on or about , approximately four months before 

Claimant 4 submitted his/her TCR on or about . Accordingly, Claimant 4’s 

information did not cause the staff to open the Investigation. 

Redacted Redacted

Second, the record shows that Claimant 4’s tip to the Commission did not cause the 

Investigative staff to inquire into different conduct or significantly contribute to the success of 

the Covered Action. The Claimant 4 Response takes issue with the Commission failing to 

forward his/her information to the investigative staff and he/she believes his/her information 

“would have surely” contributed to the Covered Actions. As previously stated, the standard for 

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award eligibility is not what the staff would have, or could have done in hypothetical 

circumstances but, rather, what impact the whistleblower’s information actually had on the 

investigation.14 Despite Claimant 4’s assertions that his/her tip would have contributed if 

received, it does not change the fact that Claimant 4’s tip in actuality was not received or used by 

the Commission staff assigned to the Investigation. Under those circumstances, Claimant 4’s 

information cannot be said to have contributed to the success of the Covered Actions. 

Finally, the Claimant 4 Response appears to argue that since his/her TCR would have 

contributed to the success of the Covered Actions had the staff forwarded it to the relevant 

investigation, he/she deserves at least a 10 percent award. Here, we reiterate our response in the 

foregoing paragraph: award eligibility is not based upon hypothetical circumstances. 

For these reasons, Claimant 4 is not eligible for a whistleblower award in this matter. 

III. Conclusion

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

Claimant 1 and Claimant 4 in connection with the Covered Actions be, and they hereby are, 

denied. 

By the Commission. 

Vanessa A. Countryman 

Secretary 

14 See id. 

8