_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99939 / April 11, 2024 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2024-16

_________________________________________________________________________ 

In the Matter of the Claims for an Award 

in connection with 

Redacted

Notice of Covered Action 

Redacted

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

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.1 For the reasons discussed below, Claimant’s 

award claims are denied. 

I. Background

A. The Covered Action

On , the Commission instituted settled cease-and-desist proceedings 

against (“Respondent”), 

. The Commission found that 

RedactedRedacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted

1 The Preliminary Determination of the CRS also recommended denying the award applications of three other 

claimants. These claimants did not submit requests for reconsideration and, as such, the Preliminary Determinations 

with respect to their award claims have become Final Orders of the Commission, pursuant to Exchange Act Rule 

21F-10(f), 17 C.F.R. § 240.21F-10(f). 

1
. As a result of this conduct, the Commission found that Respondent 

violated 

. On , Respondent also 

with (“Other Agency”) 

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

On , the Office of the Whistleblower (“OWB”) posted a Notice of 

Redacted

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

Redacted

award applications within 90 days, or no later than 

Redacted

, approximately five months after the 

Redacted

. Claimant submitted an 

initial whistleblower award claim on 

Covered Action, both of these applications claimed eligibility to receive an award for 

Redacted Redacted

***

deadline, and a second whistleblower award claim on . In addition to the 

related 

actions 

B. The Preliminary Determination

On 

Redacted

, the CRS issued a Preliminary Determination recommending that 

Claimant’s award claim be denied because Claimant did not provide 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)(3) and 21F-4(c) thereunder. The CRS preliminarily 

determined that the information Claimant provided did not either (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 Claimant’s information, pursuant to

Rule 21F-4(c)(1); 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 CRS

preliminarily determined that the investigation that led to the Covered Action (“Investigation”)

was opened based on a source other than Claimant and Claimant’s information did not

significantly contribute to the success of the Covered Action because investigative staff

responsible for the Covered Action did not rely on any information from, or have any

communications with, Claimant. Additionally, the CRS preliminarily determined that Claimant

was not eligible for a whistleblower award because his/her award application was submitted

Redacted

approximately five months after the deadline of . The Preliminary

Determination also noted that, to the extent Claimant applied for an award in a related action,

he/she was not eligible for such an award because Claimant is not eligible for an award in

connection with the Covered Action.

2 The award claims were based on two tips Claimant submitted to the Commission. Redacted Redacted Redacted Redacted

 The first tip, assigned TCR 

submission number , was received on and the second tip, assigned TCR 

submission number , was received on . 

2
C. Claimant’s Response to the Preliminary Determination

with (and ) authorities about such .” The Response 

claims that a article posted by Claimant in , as well as assistance he/she 

provided to and authorities prior to , “snowballed into the 

wider press coverage of [Respondent] that caught the SEC’s attention.” The 

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

Preliminary Determination.

Redacted

 First, the Response argues that Claimant 

Redacted

“was very likely the source 

Redacted

of the reports into massive [Respondent] ” that led the 

Redacted

Commission to initiate the Investigation “because [Claimant] was speaking in 

Redacted Redacted Redacted *** Redacted Redacted Redacted Redacted ***

Response asserts that a description of the media reports that prompted the Commission’s initial 

inquiry included in a staff declaration supporting the Preliminary Determination of the CRS “is *** *** Redacted ***

consistent with the information [Claimant] gave to the SEC in 

Redacted

 According to the Response, Claimant “was the earliest 

Redacted Redacted Redacted

 and , and to 

authorities in .” 

source of public information concerning [Respondent’s] 

Redacted ***

, the earliest notice of which was posted by [Claimant] on [in] 

, preceding by almost a year the SEC’s investigation into significantly overlapping conduct 

and the press reports the SEC says sparked that investigation.” 

Second, the Response contends that information Claimant provided in his/her second tip, 

in , must have materially added to the information the Commission already 

possessed and significantly contributed to the success of the Covered Action. The Response 

asserts that any enforcement agency would have viewed Claimant’s information “as important 

corroboration that the target and that significant evidence existed to prove 

Redacted Redacted

this,” and that Claimant’s information contributed significantly to the success of the Covered 

Action “in many direct and indirect ways, including, for example, by allowing the SEC to craft 

more effective requests for documents, and to pursue new lines of inquiry from existing 

sources.”

 Third, the Response appears to argue that information Claimant provided to Other 

Redacted

Agency and authorities was helpful to the Investigation. According to the Response, 

there is an “inescapable inference” that the Investigation was “substantially enriched by details 

Redacted

provided by [Claimant] in [Claimant’s] TCRs, and provided by 

Redacted Redacted

substantial help.” The Response claims that it is

Redacted

of a . . . 

[Claimant] also to the authorities from which the SEC has said it received 

 “inconceivable” that the 

which Claimant 

asserts was based largely on his/her information, did not add materially to the information in the 

Commission’s possession. The Response further asserts that after submitting his/her TCR, 

Claimant continued to help government enforcement agencies, including Other Agency, with 

related investigations and provided Other Agency with documents evidencing 

between and Respondent. The Response states that Claimant substantially aided 

Other Agency in its settlement with and questions how the 

Commission’s Investigation into could not have substantially profited 

Redacted Redacted Redacted Redacted

from that settlement. Further, the Response argues that information Claimant provided to Other 

Agency materially added to information that significantly advanced the Investigation. 

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Fourth, the Response asserts that Claimant’s award claim was timely filed because 

amendments to the Whistleblower Program Rules which took effect in December 2020 (“2020 

Redacted

Amendments”)3 expanded the definition of “action” to cover and provided that 

a “final order” triggering the requirement to submit the WB-APP claim form for related actions 

runs, as relevant to Claimant’s claim, from the effective date of the amendments, which was 

December 7, 2020. Citing the adopting release for the amended rules, the Response argues that, 

provided the agreement was entered into after July 21, 2010, the amended rules would apply to 

any “that would otherwise fall within the 

Redacted

terms of the rule.” The Response contends that because the Covered Action “was effectuated as 

an accepted ‘offer of settlement’” and

 Claimant’s whistleblower award application should be 

considered “as timely on the basis of the 2020 amendments.” 

Redacted Redacted

 and because Claimant was devoting significant time, without the aid of whistleblower 

counsel, to aiding investigations into . The Response asserts that 

In the alternative, Claimant argues that the Commission should excuse the untimeliness 

Redacted

pursuant to either Rule 21F-8(a)4 or Section 36(a) of the Exchange Act. 

Redacted

The Response claims 

Redacted

that Claimant missed the deadline because of “extraordinary retaliation” by 

Claimant was “under the care of medical professionals and was being medicated for anxiety and 

depression” as a result of these “extraordinary pressures.” The Response adds that as soon as 

Claimant “became aware of the NoCa,” he/she “re-engaged whistleblower counsel” and 

submitted the award claim and supporting materials “as soon as possible and without any delay.” 

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.5

 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;6 or (2) the conduct was already 

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

action.”7

In determining whether 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 

3 See Whistleblower Program Rules, Exchange Act Release No. 89963 (Sept. 23, 2020) (“Adopting Release”). 4 Exchange Act Rule 21F-8(a), 17 C.F.R. § 240.21F-8(a). 5 Exchange Act Section 21F(b)(1), 15 U.S.C. § 78u-6(b)(1). 6 See Exchange Act Rule 21F-4(c)(1), 17 C.F.R. § 240.21F-4(c)(1). 7 See Exchange Act Rule 21F-4(c)(2), 17 C.F.R. § 240.21F-4(c)(2). 8 See Order Determining Whistleblower Award Claims, Exchange Act Release No. 90922 at 4 (Jan. 14, 2021); see 

also Order Determining Whistleblower Award Claims, Exchange Act Release No. 85412 at 9 (Mar. 26, 2019). 

4
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; additional successful claims; or successful claims 

against additional individuals or entities.9

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

information did not cause the staff to open the Investigation, nor did Claimant’s information 

cause the staff to inquire into different conduct or significantly contribute to the ongoing 

Investigation. According to a sworn declaration (“Initial Declaration”) provided under penalty 

of perjury by a Division of Enforcement (“Enforcement”) attorney who was assigned to the 

Investigation, which we credit, the Investigation was opened based on public news reports 

regarding Respondent’s misconduct, not Claimant’s tips, and staff assigned to the Investigation 

(“Staff”) did not receive Claimant’s tips until after the Investigation was opened.

10 Further, 

according to a supplemental declaration provided by the same Enforcement attorney 

(“Supplemental Declaration”), which we also credit, that attorney does not recall any reference 

to either Claimant or Claimant’s article in the public news reports that prompted the

opening of the Investigation, and Claimant’s article was not relevant to the decision to 

Redacted Redacted

open the Investigation. 

Claimant’s argument that he/she deserves credit as the “original source” of the 

information in the public news reports that led staff to open the Investigation is without merit. 

Claimant’s Response asserts that “[i]t was [Claimant’s] article and [his/her] 

subsequent tireless aid to and authorities prior to that 

snowballed into the wider press coverage of [Respondent] that caught the SEC’s 

attention.” 

Redacted Redacted Redacted *** Redacted

Under Rule 21F-4(b)(5), a claimant will be considered an original source “of the same 

information that we obtain from another source” if, among other things, “the other source 

obtained the information from [the claimant] or [the claimant’s] representative.” 11 Claimant has 

not provided information demonstrating that Claimant or his/her representative provided 

information to any media sources in connection with the public news reports that led to the 

opening of the Investigation.12 Accordingly, the record does not support a finding that Claimant 

is an “original source” of the information contained in those news reports under Rule 21F4(b)(5). 

9 See Exchange Act Release No. 85412 at 8-9. 10 Although Claimant’s first tip was provided to Enforcement staff in the Commission’s 

in relation to a separate matter, it was not shared with any member of the team responsible for the Investigation prior 

to the opening of the Investigation. 

Redacted

Staff assigned to the Investigation received Claimant’s tips in approximately 

. 11 See Exchange Act Rule 21F-4(b)(5), 17 C.F.R.§ 240.21F-4(b)(5). 12 With respect to Claimant’s argument that, because the Initial Declaration did not identify the specific media 

reports that the staff relied upon in opening the Investigation, it is “difficult to identify who was responsible for the 

underlying information,” we note that the Initial Declaration by the staff attorney included a description of the 

subject matter of those reports. The Response fails to identify any media reports for which Claimant acted as a 

source that match that description. 

Office 

Redacted

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Moreover, even if a claimant is considered the “original source” under Rule 21F-4(b)(5) 

of information the Commission has previously obtained from another source, that does not by 

itself mean that an award is due; among other requirements, the information the claimant gave to 

the Commission must lead to a successful Commission enforcement action.13 Rule 21F-4(c)(1) 

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

led to the successful enforcement of a Covered Action if the claimant gave the Commission 

original information that was sufficiently specific, credible, and timely “to cause” the staff to 

commence an examination, open an investigation, reopen an investigation that the Commission 

had closed, or to inquire concerning different conduct as part of a current examination or 

investigation, and the Commission brought a successful judicial or administrative action based in 

whole or in part on conduct that was the subject of the claimant’s original information. In this 

case, the two tips Claimant gave the Commission did not cause the staff to open the 

Investigation, reopen a closed investigation, or inquire concerning different conduct as part of 

the Investigation. Rather, it was the public news reports regarding Respondent’s misconduct, 

and not either of Claimant’s tips, that led staff to open the Investigation. Further, Claimant’s 

information did not lead staff assigned to the Investigation to inquire into different conduct as 

part of the open Investigation. Thus, with respect to the Covered Action, Claimant is not eligible 

for an award under Rule 21F-4(c)(1). 

Nor does Claimant satisfy the eligibility requirements of Rule 21F-4(c)(2), as his/her 

information did not significantly contribute to the success of the Covered Action. According to 

the Initial Declaration, although Staff reviewed both of Claimant’s tips after the Investigation 

was opened, Claimant never met, communicated with, or otherwise assisted Staff during the 

course of the Investigation or Covered Action and Staff did not rely on any of Claimant’s 

information for purposes of either the Investigation or the Covered Action. 

Redacted Redacted Redacted

Rather, as explained 

in the Supplemental Declaration, with respect to the that were the subject of 

Claimant’s tips, Staff relied on evidence obtained from statements made by 

Redacted

other than Claimant , and no other source of evidence meaningfully 

informed the Staff’s investigation of that subject matter. Thus, we do not find persuasive 

indirectly from public news reports, the Other Agency, 

Redacted

Claimant’s arguments that the Commission obtained helpful information from Claimant 

Redacted

, or otherwise from 

authorities. The Supplemental Declaration also confirms that neither of Claimant’s 

tips assisted Staff in drafting document requests or subpoenas or in questioning any witnesses 

Redacted Redacted

and that Other Agency’s with had no meaningful 

impact on the Investigation or Covered Action. We therefore conclude that Claimant did not 

provide information that led to the successful enforcement of the above-referenced Covered 

Action within the meaning of Section 21F(b)(1) of the Exchange Act and Rules 21F-3(a)(3) and 

21F-4(c) thereunder. 

Furthermore, Claimant’s failure to submit his/her award claim by the applicable 

deadline provides an additional basis for denying Claimant’s award application. The 

requirement that claimants file whistleblower award claims within ninety days of the posting of a 

13 See Securities Whistleblower Incentives and Protections, Exchange Act Release No. 64545 at n.187-188 and 

accompanying text (May 25, 2011) (original source of information “must still satisfy all of the other requirements of 

Section 21F and of [the whistleblower] rules, including that the information was submitted voluntarily, it led to a 

successful Commission enforcement action or related action, and [the claimant] is not ineligible for an award”). 

6
Notice of Covered Action14 serves important programmatic functions.15 The deadline ensures 

fairness to potential claimants by giving all an equal opportunity to have their competing claims 

evaluated at the same time and also brings finality to the claims process so that the Commission 

can make timely awards to meritorious whistleblowers.16

Claimant does not dispute that the first of his/her two award claims with respect to the 

Covered Action was submitted approximately five months after the deadline specified in the 

Notice of Covered Action. Claimant asserts, however, that the award claim was timely filed 

settlement,’”

Redacted

because it pertained to a claim for a covered action that “was effectuated as an accepted

Redacted

 ‘offer of 

 in addition to related action claims based on 

The Response contends that the 90-day deadline for submitting all of these 

claims should be measured from the December 7, 2020 effective date of the 2020 Amendments, 

Redacted

which would make Claimant’s second award application, submitted on , 

timely. 

We reject Claimant’s argument. The 2020 Amendments added Rule 21F-4(d)(3) in order 

to allow related action awards based on DPAs and NPAs entered into by the U.S. Department of 

Justice and covered action awards based on “similar settlement agreement[s] entered into by the 

Commission outside of the context of a judicial or administrative proceeding to address 

violations of the securities laws.”17 Revisions to Rules 21F-10 and 21F-11 adopted at that time 

provide that the 90-day deadline for filing an award claim with respect to a “Commission 

settlement agreement covered by [Rule 21F-4(d)]” that was entered into after July 21, 2010 but 

that effective date.18 Because the Covered Action 

before the December 7, 2020 effective date of the 2020 Amendments would be measured from 

Redacted

it does not qualify as a “Commission settlement agreement covered by” Rule 21F-4(d). We 

consider only those Commission settlement agreements referred to in Rule 21F-4(d)(3), and not 

settled Commission actions brought as judicial or administrative proceedings, to be 

“Commission settlement agreements covered by” Rule 21F-4(d), as that phrase is used in Rule 

21F-10.19 Thus, the deadline specified in the Notice of Covered Action posting applies to award 

claims for the Covered Action. As Claimant’s award claims for the Covered Action were 

14 See Exchange Act Rules 21F-10(a), 17 C.F.R. § 240.21F-10(a) (“A claimant will have ninety (90) days from the 

date of the Notice of Covered Action to file a claim for an award based on that action, or the claim will be barred.”) 

and 21F-10(b)(1), 17 C.F.R. § 240.21F-10(b)(1) (“All claim forms, including any attachments, must be received by 

the Office of the Whistleblower within ninety (90) calendar days of the date of the Notice of Covered Action in 

order to be considered for an award.”). 

15 See Order Determining Whistleblower Award Claim, Exchange Act Release No. 77368 at 2-3 (Mar. 14, 2016), 

pet. for rev. denied sub nom. Cerny v. SEC, 707 F. App’x 29 (2d Cir. 2017), cert. denied, 138 S. Ct. 2005 (2018). 

16See Securities Whistleblower Incentives and Protections, Exchange Act Release No. 64545 (May 25, 2011). See 

also, e.g., Order Determining Whistleblower Award Claims, Exchange Act Release No. 97285 at 4 (Apr. 11, 2023). 17 See Exchange Act Rule 21F-4(d)(3), 17 C.F.R. § 240.21F-4(d)(3) (emphasis added). 18 As explained in the Adopting Release, revisions to these rules provide that “the effective date of the amended 

rules will serve as the trigger date that begins a 90-day period for a whistleblower to submit an application” for a 

“Commission settlement agreement entered after July 21, 2010 but prior to the effective date of the amended rules . . 

. .” See Adopting Release, supra note 3, at n.25. 

19 The Adopting Release explains that the language added to Rules 21F-10(b) and 21F-11(b) that would measure 

submission deadlines from the effective date of the 2020 Amendments was included to effectuate our decision to 

apply newly adopted Rule 21F-4(d)(3) to “any DPA, NPA, or Commission settlement agreement that would 

otherwise fall within the terms of the rule.” See Adopting Release, supra note 3, at n.25 and accompanying text. 

7
submitted after that deadline, they were both untimely. Accordingly, we find, as an additional 

grounds for denial, that Claimant is not eligible to receive an award for the Covered Action 

because Claimant failed to submit his/her award claim for the Covered Action within ninety days 

of the posting date of the Notice of Covered Action. 

The Response requests, in the event the award claims are deemed untimely, that the 

Commission waive the timely filing requirement under either Rule 21F-8(a)20 or Exchange Act 

Section 36(a).21 We decline to grant such a waiver. Because Claimant’s information did not 

contribute to the success of the Covered Action, the exercise of our discretionary waiver 

authority is not warranted.22

III. Conclusion

For the reasons discussed above, we conclude that Claimant is not eligible for an award 

with respect to the Covered Action. As a result, Claimant is also not eligible for any related 

action award.23 Accordingly, it is hereby ORDERED that Claimant’s whistleblower award 

applications be, and hereby are, denied. 

By the Commission. 

Vanessa A. Countryman 

Secretary 

20 Exchange Act Rule 21F-8(a), 17 C.F.R. § 240.21F-8(a), affords us discretionary authority to “waive any of [the] 

procedures [for submitting information or making a claim for an award] based upon a showing of extraordinary 

circumstances.” 

21 Section 36(a) provides the Commission with broad authority to exempt any person from any provision of the 

Exchange Act or any rule or regulation thereunder to the extent that such exemption is “necessary or appropriate in 

the public interest” and “consistent with the protection of investors.” 

22 We also have explained, with respect to Rule 21F-8(a), that the “extraordinary circumstances” exception is to be 

“narrowly construed” and, in the context of a late filing, requires an untimely claimant to show that “the reason for 

the failure to timely file was beyond the claimant’s control.” See Exchange Act Release No. 77368 at 3. 

Redacted

to the Response, Claimant missed the submission deadline due to “extraordinary retaliation” by 

Redacted

According 

in 

Redacted

addition to the “significant time” Claimant was “devoting then to aiding investigations” 

The Response indicates that Claimant was “under the care of medical professionals and was being 

medicated for anxiety and depression.” A declaration accompanying the Response also explains that Claimant “was 

unaware of the NoCa, and submitted it as soon as [Claimant] became aware of it and after re-engaging [Claimant’s] 

whistleblower counsel.” Having considered these facts, we find the record insufficient to show extraordinary 

circumstances preventing a timely application. 23 A related action award may be made only if, among other things, the claimant satisfies the eligibility criteria for an 

award for the applicable covered action in the first instance. See 15 U.S.C. § 78u-6(a)(5); Exchange Act Rules 21F3(b)(1) and 21F-11(a), 17 C.F.R. § 240.21F-3(b)(1) and 17 C.F.R. § 240.21F-11(a); see also Order Determining 

Whistleblower Award Claims, Exchange Act Release No. 84506 at n.5 (Oct. 30, 2018) (“The Commission may 

make an award to a whistleblower in connection with a related action only if the Commission has determined that 

the whistleblower is entitled to an award for a Commission covered action.”) (emphasis in original). 

8