UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99930 / April 10, 2024

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4497 / April 10, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21905

In the Matter of

GIL FRIEDMAN, 

Respondent.

ORDER INSTITUTING PUBLIC

ADMINISTRATIVE PROCEEDINGS

PURSUANT TO RULE 102(e) OF THE 

COMMISSION’S RULES OF PRACTICE, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative proceedings be, and hereby are, instituted against Gil 

Friedman (“Respondent” or “Friedman”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules 

of Practice.1

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent 

consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 

102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 

Sanctions (“Order”), as set forth below. 

1 Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without preliminary hearing, may, by 

order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has been by name . . 

. permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an

action brought by the Commission, from violating or aiding and abetting the violation of any provision of 

the Federal securities laws or of the rules and regulations thereunder.
2

III.

On the basis of this Order and Respondent’s Offer, the Commission finds that: 

1. At the time relevant to this Order, Friedman, age 51, provided consulting 

services to private equity firms, including Francisco Partners Management, L.P. (“Francisco 

Partners”). Previously, Friedman served as the CFO of two Francisco Partners portfolio companies.

Friedman is an inactive member of the Institute of Certified Public Accountants in Israel. 

2. On April 5, 2024, a final judgment was entered against Friedman, 

permanently enjoining him from future violations of Section 10(b) of the Securities Exchange Act

of 1934 (“Exchange Act”) and Rule 10b-5 thereunder in the civil action entitled Securities and 

Exchange Commission v. Kevin A. Van de Grift and Gil Friedman, Civil Action Number 1:23-cv01491, in the United States District Court for the Southern District of New York. Friedman was 

also ordered to pay a $298,000 civil money penalty. Friedman was further ordered to be barred for 

a period of five years from serving as an officer or director of any issuer required to register 

securities with the Commission pursuant to Section 12(b) or 12(g) [15 U.S.C. §78l(b), 78l(g)], or to 

file reports with the Commission pursuant to Section 15(d) [15 U.S.C. §78o(d)], of the Exchange 

Act.

3. The Commission’s complaint alleges, among other things, that Friedman 

engaged in insider trading by tipping his close friend, Kevin A. Van de Grift with material, 

nonpublic information concerning Verifone Systems Inc.’s (“Verifone’s”) acquisition by Francisco

Partners. The complaint alleges that Friedman tipped Van de Grift in advance of Verifone’s April 

9, 2018 public announcement of this information, which caused Verifone’s stock price to increase 

approximately 52% from its open market price. 

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanction agreed to in Respondent Friedman’s Offer.

Accordingly, it is hereby ORDERED, effective immediately, that:

A. Respondent is suspended from appearing or practicing before the Commission as an 

accountant. 

B. After five years from the date of the Order, Respondent may request that the 

Commission consider Respondent’s reinstatement by submitting an application to the attention of 

the Office of the Chief Accountant.

C. In support of any application for reinstatement to appear and practice before the 

Commission as a preparer or reviewer, or a person responsible for the preparation or review, of 

financial statements of a public company to be filed with the Commission, other than as a member 
3

of an audit committee, as that term is defined in Section 3(a)(58) of the Exchange Act, Respondent 

shall submit a written statement attesting to an undertaking to have Respondent’s work reviewed 

by the independent audit committee of any public company for which Respondent works or in 

some other manner acceptable to the Commission, as long as Respondent practices before the 

Commission in this capacity and will comply with any Commission or other requirements related 

to the appearance and practice before the Commission as an accountant.

D. In support of any application for reinstatement to appear and practice before the 

Commission as a member of an audit committee, as that term is defined in Section 3(a)(58) of the 

Exchange Act, as a preparer or reviewer, or as a person responsible for the preparation or review, 

of any public company’s financial statements that are filed with the Commission, Respondent shall 

submit a statement prepared by the audit committee(s) with which Respondent will be associated,

including the following information:

1. A summary of the responsibilities and duties of the specific audit committee(s)

with which Respondent will be associated;

2. A description of Respondent’s role on the specific audit committee(s) with 

which Respondent will be associated;

3. A description of any policies, procedures, or controls designed to mitigate any 

potential risk to the Commission by such service; 

4. A description relating to the necessity of Respondent’s service on the specific 

audit committee; and

5. A statement noting whether Respondent will be able to act unilaterally on behalf 

of the Audit Committee as a whole. 

E. In support of any application for reinstatement to appear and practice before the 

Commission as an independent accountant (auditor) before the Commission, Respondent must be 

associated with a public accounting firm registered with the Public Company Accounting 

Oversight Board (the “PCAOB”) and Respondent shall submit the following additional 

information:

1. A statement from the public accounting firm (the “Firm”) with which 

Respondent is associated, stating that the firm is registered with the PCAOB in 

accordance with the Sarbanes-Oxley Act of 2002;

2. A statement from the Firm with which the Respondent is associated that the 

Firm has been inspected by the PCAOB and that the PCAOB did not identify 

any criticisms of or potential defects in the Firm’s quality control system that 

would indicate that Respondent will not receive appropriate supervision; and
4

3. A statement from Respondent indicating that the PCAOB has taken no 

disciplinary actions against Respondent since seven (7) years prior to the date of 

the Order other than for the conduct that was the basis for the Order.

F. If Respondent is licensed as a certified public accountant (“CPA”), then in support 

of any application for reinstatement, Respondent shall provide documentation showing that 

Respondent’s license is current and that Respondent has resolved all other disciplinary issues with 

any applicable boards of accountancy. If Respondent’s CPA licensure is dependent upon 

reinstatement by the Commission, then Respondent shall provide documents reflecting this 

requirement. If Respondent has never been licensed as a CPA, then Respondent shall submit a 

signed affidavit truthfully stating under penalty of perjury that Respondent has never been licensed 

as a CPA.

G. In support of any application for reinstatement, Respondent shall also submit a 

signed affidavit truthfully stating, under penalty of perjury: 

1. That Respondent has complied with the Commission suspension Order, and 

with any related orders and undertakings, including any orders in SEC v. 

Van de Grift, et al., 1:23-cv-01491 (S.D.N.Y.), or any related Commission 

proceedings, including any orders requiring payment of disgorgement or 

penalties;

2. That Respondent undertakes to notify the Commission immediately in 

writing if any information submitted in support of the application for 

reinstatement becomes materially false or misleading or otherwise changes 

in any material way while the application is pending;

3. That Respondent, since the entry of the Order, has not been convicted of a 

felony or a misdemeanor involving moral turpitude that would constitute a 

basis for a forthwith suspension from appearing or practicing before the

Commission pursuant to Rule 102(e)(2); 

4. That Respondent, since the entry of the Order:

a. has not been charged with a felony or a misdemeanor involving moral 

turpitude as set forth in Rule 102(e)(2) of the Commission’s Rules of 

Practice, except for any charge concerning the conduct that was the 

basis for the Order;

b. has not been found by the Commission or a court of the United States to 

have committed a violation of the federal securities laws, and has not

been enjoined from violating the federal securities laws, except for any 

finding or injunction concerning the conduct that was the basis for the 

Order; 
5

c. has not been charged by the Commission or the United States with a 

violation of the federal securities laws, except for any charge concerning 

the conduct that was the basis for the Order;

d. has not been found by a court of the United States (or any agency of the

United States) or any state, territory, district, commonwealth, or 

possession, or any bar thereof to have committed an offense (civil or 

criminal) involving moral turpitude, except for any finding concerning 

the conduct that was the basis for the Order; and

e. has not been charged by the United States (or any agency of the United 

States) or any state, territory, district, commonwealth, or possession,

civilly or criminally, with having committed an act of moral turpitude, 

except for any charge concerning the conduct that was the basis for the 

Order.

5. That Respondent’s conduct is not at issue in any pending investigation of

the Commission’s Division of Enforcement, the PCAOB’s Division of 

Enforcement and Investigations, any criminal law enforcement 

investigation, or any pending proceeding of a State Board of Accountancy, 

except to the extent that such conduct concerns that which was the basis 

for the Order.

6. That Respondent has complied with any and all orders, undertakings, or 

other remedial, disciplinary, or punitive sanctions resulting from any action 

taken by any State Board of Accountancy, or other regulatory body.

H. Respondent shall also provide a detailed description of:

1. Respondent’s professional history since the imposition of the Order, including 

(a) all job titles, responsibilities and role at any employer;

(b) the identification and description of any work performed for entities 

regulated by the Commission, and the persons to whom Respondent reported for 

such work; and

2. Respondent’s plans for any future appearance or practice before the 

Commission.

I. The Commission may conduct its own investigation to determine if the foregoing 

attestations are accurate.

J. If Respondent provides the documentation and attestations required in this Order

and the Commission (1) discovers no contrary information therein, and (2) determines that 

Respondent truthfully and accurately attested to each of the items required in Respondent’s
6

affidavit, and the Commission discovers no information, including under Paragraph I, indicating 

that Respondent has violated a federal securities law, rule or regulation or rule of professional 

conduct applicable to Respondent since entry of the Order (other than by conduct underlying 

Respondent’s original Rule 102(e) suspension), then, unless the Commission determines that 

reinstatement would not be in the public interest, the Commission shall reinstate the respondent for 

cause shown.

K. If Respondent is not able to provide the documentation and truthful and accurate 

attestations required in this Order or if the Commission has discovered contrary information, 

including under Paragraph I, the burden shall be on the Respondent to provide an explanation as to 

the facts and circumstances pertaining to the matter setting forth why Respondent believes cause 

for reinstatement nonetheless exists and reinstatement would not be contrary to the public interest. 

The Commission may then, in its discretion, reinstate the Respondent for cause shown. 

L. If the Commission declines to reinstate Respondent pursuant to Paragraphs J and K, 

it may, at Respondent’s request, hold a hearing to determine whether cause has been shown to 

permit Respondent to resume appearing and practicing before the Commission as an accountant.

By the Commission.

Vanessa A. Countryman

Secretary