_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97408 / May 1, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-54 

_________________________________________________________________________ 

In the Matter of the Claim for an Award 

in connection with 

Redacted Redacted

Notice of Covered Action 

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ORDER DETERMINING WHISTLEBLOWER AWARD CLAIM 

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

Redacted

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

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

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

award claim is denied. 

I. Background

A. The Covered Action

On , the Commission instituted a settled cease-and-desist proceeding 

(collectively, the “Company”). The Order 

Instituting Proceedings (“OIP”) charged the Company with

 According to the OIP, 

Redacted Redacted Redacted Redacted Redacted Redacted ***

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Redacted Redacted

The Commission also charged the Company 

. 

. As part of the 

. 

RedactedRedacted Redacted Redacted Redacted Redacted Redacted Redacted

The Company consented to the entry of the SEC’s order finding that 

settled enforcement action, the Company agreed to pay 

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.1 Claimant filed a timely whistleblower claim. 

B. The Preliminary Determination 

The CRS issued a Preliminary Determination2 recommending that Claimant’s claim be 

denied on the grounds that (1) 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 the information provided 

by Claimant was already known to the Commission as the result of an examination conducted 

nearly a year before Claimant submitted information to the Commission; and (2) no information 

provided by Claimant 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)(3) and 21F-4(c), because 

none of the information Claimant submitted was reviewed by the staff handling the investigation 

of the Covered Action or otherwise contributed to the success of the Covered Action. 

C. Claimant’s Response to the Preliminary Determination 

Claimant submitted a timely written response (the “Response”) contesting the 

Preliminary Determination.

3 In response to a request from OWB to provide proof that Claimant 

was the source of information contained in the 

Redacted

(“Newspaper”), Claimant also 

provided an additional response with exhibits. In the Response, Claimant first contends that 

he/she provided original information to the Commission because (1) the SEC did not know or 

1 See Exchange Act Rule 21F-10(a), 17 C.F.R. § 240.21F-10(a). 2 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 3 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 

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did not fully appreciate certain material features of

Redacted

 prior to 

Claimant’s tip, specifically, that the Company was continuing , and (2) 

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Claimant was the original source of information published in the Newspaper on or about 

Redacted Redacted Redacted

relating to the Company’s continued violations with respect to 

Redacted

 Thus, Claimant argues that his/her information was not already 

known to the Commission as a result of the earlier examination. 

Second, Claimant argues that his/her information led to the success of the Covered 

Action. Claimant argues that providing his/her information regarding the Company’s continued 

violations to the Newspaper resulted in a news article that prompted the staff to open the 

Covered Action investigation. Additionally, although the staff assigned to the Covered Action 

investigation states that they did not receive Claimant’s information, Claimant asserts that he/she 

provided information directly to a staff member with direct managerial responsibility for the 

investigation and to a staff member in the Division of Examinations (formerly known as the 

Office of Compliance Inspections and Examinations) (hereinafter, “Exams”) in *** and 

therefore, it must have been received by staff assigned to the investigation and utilized in 

connection with the Covered Action. 

Third, Claimant requests to be allowed to depose certain members of the Commission 

staff and to review all emails, correspondence and other material regarding Claimant’s tip, as 

well as the administrative file for the investigation. Claimant also seeks all emails and other 

correspondence from the investigative team regarding certain news articles, all notes, emails and 

other material related to Claimant’s meetings with Commissions staff, and all emails and 

material from certain Commission staff related to this matter.

4 

4 As part of Claimant’s request, Claimant noted that the Commission staff member with managerial responsibility 

for the investigation did not produce a declaration. However, the primary Enforcement attorney responsible for the 

Covered Action submitted a detailed declaration, which we credit. Claimant also alleges that the CRS acted 

improperly by relying upon a declaration from Exams staff that was signed after issuance of the Preliminary 

Determination. The unsigned and signed versions of the declaration are identical except for the signature such that 

the information relied upon by the CRS in its Preliminary Determination was not affected by the signature being 

affixed after the CRS met to approve the Preliminary Determination. See Order Determining Whistleblower Award 

Claims, Exchange Act Release No. 94743 at 2 n.6 (Apr. 18, 2022). 

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II. Analysis 

A. Claimant Did Not Provide Original Information

 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.5 Among other things, to be considered “original information,” 

information must be “[n]ot already known to the Commission from any other source, unless you 

are the original source of the information.”6 

The record demonstrates that the information provided by Claimant relating to the 

Company’s 

Redacted

 was not original because it was already known to the 

Commission as a result of a Commission examination conducted nearly a year prior to 

Claimant’s submission. Claimant contends that the purported original information was not just 

the , but that the Company was continuing even after 

Exams’ deficiency letter to the Company in . However, the Response offers no 

evidence for its assertion that the SEC did not know about or fully appreciate certain material 

features of and their continuing nature prior to his/her 

Redacted Redacted Redacted Redacted

submission. Contrary to this argument, the record, which includes a supplemental declaration 

from Enforcement staff which we credit, demonstrates that the same 

Redacted Redacted

issues that formed the basis for the Covered Action were already known to 

Commission staff from the examination. Moreover, the OIP charged the Company for, among 

other things, 

dating back to . Thus, the charges in the Covered Action were based on the same 

Redacted Redacted

conduct already known to the staff as a result of the examination and were not focused on 

conduct by the Company occurring subsequent to the examination as argued by Claimant. The 

supplemental declaration by Enforcement staff also confirms that the Covered Action 

investigation was not prompted by any belief by the Commission or its staff that the Company 

had taken or not taken action in response to any direction or correspondence from Exams staff. 

Rather, the issues were known to the Commission as an 

ongoing practice since being identified in . 

7 Enforcement 

Redacted Redacted Redacted

staff further confirmed that neither the timing of the investigation nor the resulting Covered 

5 Exchange Act Section 21F(b)(1), 15 U.S.C. §78u-6(b)(1). 6 See Exchange Act Rule 21F-4(b)(1)(ii), 17 C.F.R. § 240.21F-4(b)(1)(ii). 7 In fact, in gave a speech about the 

(“ Speech”). 

Redacted Redacted Redacted Redacted Redacted Redacted

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Action were impacted in any way by the information provided by Claimant to the Commission. 

Furthermore, Claimant asserts that he/she provided examples of Company agreements that 

included provisions relating to by the Company 

subsequent to the examination. However, the declaration from the Exams staff and its exhibit, 

which we credit, demonstrates that Exam staff reviewed the Company’s 

as part of the examination. Because these 

agreements provided for , Claimant has not demonstrated that the Company’s 

Redacted Redacted Redacted Redacted Redacted

practices with respect to these agreements were unknown to Commission staff. 

Claimant also argues that he/she provided original information because he/she was the 

original source of information published in the Newspaper concerning the Company’s *** Redacted

 occurring subsequent to the examination. In Claimant’s award application he/she 

stated that the information that formed the basis of the Newspaper article was a 

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Company 

Redacted Redacted

describing 

Redacted

. 

Claimant further clarified that he/she obtained the

Redacted

 Company *** pursuant to a FOIA 

request and then shared it with the Newspaper staff. Nevertheless, Claimant is ineligible for an 

award under Exchange Act Rule 21F-4(c) because the record demonstrates that the staff 

, ***responsible for the Covered Action investigation never received a copy of the Company 

which was not attached to Claimant’s submissions. Consequently, even if Claimant was the 

source of the Newspaper article, because Claimant did not provide the Commission the same 

information he/she gave to the Newspaper staff, Claimant cannot be considered the original 

source of information that led to the success of the Covered Action under Exchange Act Rule 

21F-4(c).8 

Furthermore, even if Claimant satisfies Exchange Act Rule 21F-4(b)(1)(iii) as a result of 

being the source of the Newspaper article, Claimant is unable to satisfy Exchange Act Rule 21F4(b)(1)(ii) because, according to a supplemental staff declaration that we credit, the Newspaper 

article did not present new information regarding continued violations since the staff was already 

aware of the practice as evidenced by the 

Redacted

 Speech. 

8 We also note that to the extent Claimant relies on the information procured pursuant to a FOIA request as the basis 

for an award, such information cannot form a basis for an award because it is publicly available and therefore does 

not satisfy the definition of “independent knowledge” or, without more, the definition of “independent analysis” 

under Exchange Act Rule 21F-4(b)(2). 

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B. Claimant’s Information Did Not Lead to The Successful Enforcement of the 

Covered Action 

Claimant’s information also did not lead to the successful enforcement of the Covered 

Action. As relevant here, under Exchange Act Rules 21F-4(c)(1) and (2), respectively, the 

Commission will consider a claimant to have provided original information that led to the 

successful enforcement of a covered action if either: (1) 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;”9 or (ii) the conduct was already under 

examination or investigation, and the original information “significantly contributed to the 

success of the action.”10 

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.”11 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 individuals or entities.12 

The Response contends that the Commission launched and went forward with its 

investigation based on Claimant alerting the Commission staff via the Newspaper article of the 

Company’s continued violations. Furthermore, Claimant contends that it was not necessary to 

provide the same document that formed the basis for the Newspaper article to the Commission 

because the SEC launched and went forward with its investigation based on Claimant alerting the 

Commission staff of Company’s continued violations and not due to any particular document. 

As discussed above, Claimant’s argument that he/she prompted the opening of the investigation 

by being the source of the information published in the Newspaper article is without merit 

because the Commission staff was aware of the information in the Newspaper article from other 

sources. The declaration from the Enforcement staff, which we credit, explains that Enforcement 

staff did not open the investigation based on specific information contained in the Newspaper 

article or any other press article; rather it was news media attention following the 

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9 See Exchange Act Rule 21F-4(c)(1), 17 C.F.R. § 240.21F-4(c)(1). 10 See Exchange Act Rule 21F-4(c)(2), 17 C.F.R. § 240.21F-4(c)(2). 11 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). 

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

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Speech concerning that caused the opening of the investigation. 

Accordingly, Claimant’s information did not cause the opening of the investigation.13 

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Additionally, although Claimant argues that SEC managerial staff and Exams staff14 

attended meetings with Claimant, which concerned , the 

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standard for significant contribution is not whether Enforcement staff received a claimant’s 

information, but whether the information was new and meaningfully advanced the investigation. 

Thus, even if certain SEC staff received Claimant’s information and shared it with the 

Enforcement staff handling the investigation, that does not mean that the information 

meaningfully advanced the investigation. Rather, the record reflects that the Enforcement staff 

responsible for the investigation received critical information and materials from Exams staff 

who had conducted an exam a year prior to Claimant’s tip and further received cooperation from 

the Company’s counsel. While Claimant surmises that his/her information must have been 

utilized in the Covered Action investigation, the record does not demonstrate how his/her 

information made a significant or meaningful contribution to the investigation. As we have 

stated, “the standard for 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.”15 Consequently, Claimant’s information was not used in the Covered 

Action investigation, did not cause staff to inquire into different conduct, and did not 

significantly contribute to the Covered Action.16 

C. Claimant’s Request for Extra-Record Materials Is Denied 

Claimant argues that in order to ensure a complete record for review, he/she should be 

permitted to depose certain SEC staff members and to review emails, correspondence, and other 

material regarding Claimants’ filing, the administrative record for the Covered Action 

investigation, emails and correspondence regarding certain news articles, materials relating to 

Claimant’s meetings with SEC staff, and all emails and materials of certain SEC staff relating to 

the matter. The whistleblower rules permit an award claimant to request and receive a copy of 

information Claimant provided to the news media prompted the Company’s self-remediation of its 

Redacted

13 The Response did not contest the CRS’s preliminarily determination rejecting Claimant’s assertion that the 

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14 While the record reflects that the Exams staff, who provided a declaration in this matter, was involved in the 

examination of the Company and provided materials from the exam to the responsible Enforcement staff, the Exams 

staff was not a member of the Covered Action investigation, despite Claimant’s contrary conclusions. 15 Order Determining Whistleblower Award Claims, Exchange Act Rel. No. 92542 at 4 (Aug. 2, 2021) (quoting 

Order Determining Whistleblower Award Claims, Exchange Act Rel. No. 90872 at 4 (Jan. 7, 2021)) (internal 

quotation marks omitted). 

16 The record demonstrates that Claimant’s information was considered in connection with a separate and unrelated 

investigation that was ultimately closed without enforcement action. 

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the materials that form the basis of the Preliminary Determination.17 Claimant made such a 

request and received a copy of the materials. The whistleblower rules, however, do not authorize 

a claimant to go on a fishing expedition to depose staff and to obtain copies of the SEC’s entire 

investigative file.18 Moreover, the declaration of the Division of Enforcement staff is clear that 

Claimant’s information was not reviewed in connection with the Covered Action investigation 

and did not cause the staff to open its investigation, inquire into different conduct, or 

significantly contribute to the success of the Covered Action. Thus, we deny Claimant’s request 

for discovery of additional information.19

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 

17 See Exchange Act Rule 21F-10(e)(1)(i); 17 C.F.R. § 240.21F-10(e)(1)(i). 18 Id. See also Exchange Act Rule 21F-12(b), 17 C.F.R. § 240.21F-12(b) (noting that the whistleblower rules “do not 

entitle claimants to obtain from the Commission any materials (including pre-decisional or internal deliberative 

process materials that are prepared exclusively to assist the Commission in deciding the claim) other than those 

listed in paragraph (a) of this section”). 

19 See Doe v. SEC, 729 F. App’x 1, 3 (D.C. Cir. 2018) (concluding that the Commission did not err by rejecting a 

claimant’s request to include additional materials in the administrative record, where the Commission’s 

determination was reviewable on the basis of materials already in the record); Order Determining Whistleblower 

Award Claim, Release No. 34-79294 (Nov. 14, 2016) (denying whistleblower award to claimant who argued that 

staff errors resulted in improper processing of submission, because information submitted did not actually lead to 

successful enforcement covered action), pet. rev. denied sub nom. Doe v. SEC, supra. 

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