_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97599 / May 26, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-62

_________________________________________________________________________ 

In the Matter of the Claim for an Award 

in connection with 

Redacted

Notice of Covered Action Redacted

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

The Claims Review Staff (“CRS”) issued Preliminary Determinations recommending the Redacted Redacted Redacted

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

(“Claimant 2,” collectively “Claimants”) in connection with the above-referenced covered 

action (the “Covered Action”). Claimants each filed a timely response contesting the 

preliminary denials. For the reasons discussed below, Claimants’ award claims are denied. 

I. Background

A. The Covered Action

On the Commission instituted settled administrative and cease-anddesist proceedings against (the “Company”), 

alleging that the Company 

Among other things, the Commission alleged 

Redacted Redacted Redacted Redacted Redacted Redacted Redacted

Redacted
The Commission charged the Company with violating 

In addition to other relief, the 

Commission ordered the Company to pay a civil money penalty in the amount of 

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

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

whistleblower award applications within 90 days. Claimants filed timely whistleblower award 

claims. 

Redacted

Redacted

Redacted Redacted Redacted

B. The Preliminary Determination 

The CRS issued Preliminary Determinations recommending that Claimants’ claims be 

denied because they 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 21F3(a)(3) and 21F-4(c) thereunder. The CRS preliminarily determined that Claimants’ information 

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. In particular, the CRS stated that investigative staff 

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

communication with, either Claimant 1 or Claimant 2. 

C. Claimant 1’s Response to the Preliminary Determinations 

Claimant 1 submitted a response (the “Claimant 1 Response”) contesting the Preliminary 

Determinations.1 In addition to discussing certain of the factual allegations raised in his/her 

submission, Claimant 1 argues, among other things, that the TCR he/she submitted to the Redacted

 “should lead to many investigatory avenues with monetary RedactedCommission in

 Specifically, Claimant 1 contends that the TCR, which was about the Redactedsanctions.”

(the “Entity”), related substantially to the subject matter of the Covered 

Action because “discussing [the Entity] . . . also means [the Company] . . . one cannot separate 

one from the other.” Claimant 1 argues that his/her tip constituted original information that may 

have assisted the Commission’s investigative efforts in the Covered Action or in other matters. 

Claimant 1 also believes that his/her tip might have been shared with other government agencies 

and Claimant 1 might be entitled to a related action award. Claimant 1 also requested that the 

Commission exercise its authority to waive compliance with the whistleblower rules because of 

the “considerable efforts I have made to explain very complex transactions and markets, which 

should prove valuable for current and future investigations.” Claimant 1 also requests that “the 

‘same nucleus of operative facts’ rule be reviewed as it relates to my TCR and claims.” 

1 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 
D. Claimant 2’s Response to the Preliminary Determinations 

Claimant 2 submitted a response (the “Claimant 2 Response”) contesting the Preliminary 

Determinations. Claimant 2 argues, among other things, that the record relied upon by the CRS 

appears to be “insufficient.” Claimant 2 states that the staff declaration relied on by the CRS 

does not indicate whether the staff reviewed Claimant 2’s submissions, or whether any of the 

Commission staff Claimant 2 spoke to and shared information with used that information in the 

investigation that led to the Covered Action (the “Investigation”). Claimant 2 also states that 

he/she spent significant time and energy providing information to Commission staff, and met in 

person with Commission staff on at least two occasions. Claimant 2 states that there is a “clear 

nexus” between the information Claimant 2 provided the Commission and the violative conduct 

in the Covered Action. Claimant 2 states that he/she attended a meeting with five Commission 

staff (the “Other Staff”) in in and that he/she attended a 

second meeting with Commission staff in Claimant 2 also contends that he/she 

communicated with Commission staff for approximately fifteen months following the second 

Redacted Redacted Redacted

meeting. 

II. Analysis 

To qualify for an award under Section 21F of the Exchange Act, a claimant must, among 

other things, voluntarily provide the Commission with original information that leads to the 

successful enforcement of a covered action.2 As relevant here, under Exchange Act Rules 21F4(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: (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;3 or (ii) the conduct 

was already under examination or investigation, and the original information “significantly 

contributed to the success of the action.”4 

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.5 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.6 

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

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

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

5 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). 

6 Exchange Act Rel. No. 85412 at 8-9. 
A. Claimant 1 

Claimant 1 does not qualify for an award because Claimant 1’s information did not lead 

to the successful enforcement of the Covered Action.7

 Enforcement staff assigned to the Redacted

Investigation confirm that the Investigation was opened in Redacted Claimant 1 did not 

submit his/her TCR until over one year later. Further, the staff assigned to the 

Investigation confirmed, in a supplemental declaration, which we credit, that the staff did not 

receive or review Claimant 1’s TCR submission, and that Claimant 1’s information was not used 

in the Investigation or in the Covered Action.8

 Accordingly, we do not find Claimant 1’s 

argument regarding his/her TCR persuasive: even if Claimant 1’s discussion of the Entity 

equates to a discussion of the Company, Enforcement staff did not use the information. 

Accordingly, Claimant 1 is not entitled to an award.9 

B. Claimant 2 

Claimant 2 does not qualify for an award because Claimant 2’s information did not lead 

to the successful enforcement of the Covered Action. First, Claimant 2’s information did not 

cause the staff to open the Investigation. While Claimant 2 submitted several TCRs prior to the 

opening of the Investigation, the record shows, as Redactedstated above, that staff opened the 

Investigation based upon a referral from the Division of Examinations, not based 

upon any information from Claimant 2. In addition, the record does not show that Claimant 2’s 

information caused Examinations staff to commence the exam that led to the referral. While two 

forwarded to Examinations staff in the Commission’s in connection with 

of Claimant 2’s TCR submissions were forwarded to Examinations staff, those TCRs were 

a potential examination of a different entity, not the Company, and Examinations staff ultimately 

decided not to pursue the topic. In addition, based on a supplemental declaration prepared by 

Redacted Redacted

OWB staff, which we credit, Examinations staff responsible for the referral do not 

recall reviewing any information from Claimant 2. And while Enforcement staff relied upon two 

other referrals from Examinations during the Investigation, the record also shows that 

Examinations staff responsible for those referrals also did not recall reviewing Claimant 2’s 

information. 

7 In addition, Claimant 1’s argument that his/her information may have assisted in other matters is not persuasive. 

Whistleblower awards are based upon the use of a claimant’s information in the Covered Action before us. Any 

contribution from a claimant to other Covered Actions will be addressed in those proceedings. 

8 Claimant 1 also requests that “the ‘same nucleus of operative facts’ rule be reviewed as it relates to my TCR and 

claims.” Exchange Act Rules 21F-4(d)(1) and 21F-4(d)(2) permit the Commission to treat certain administrative or 

judicial proceedings as a single Commission action if they “arise out of the same nucleus of operative facts.” 

However, neither rule is applicable here as Claimant 1 is not eligible for an award. 

9 We see no basis to exercise our exemptive authority under Section 36(a) of the Exchange Act here. Section 36(a) 

grants the Commission the authority in certain circumstances to “exempt any person ... from any provision or 

provisions of this title or of any rule or regulation thereunder, to the extent that such exemption is necessary or 

appropriate in the public interest, and is consistent with the protection of investors.” However, granting an 

exemption where the record shows that the whistleblower’s information did not lead to the success of a covered 

action is contrary to the purpose of the whistleblower program, the public interest, and the protection of investors. 
Second, the record does not show that Claimant 2’s information significantly contributed 

to the success of the Covered Action or caused Enforcement staff to inquire concerning different 

conduct as part of the Investigation. Enforcement staff assigned to the Investigation confirm, in 

a supplemental declaration, which we credit, that the staff did not review or receive any of 

Claimant 2’s information, nor did they communicate with Claimant 2 before or during the 

Investigation. As stated above, the record also does not show that Claimant 2’s information Redacted

caused Examinations staff responsible for the referral to inquire concerning 

different conduct. 

We have considered Claimant 2’s argument that he/she met with certain Commission 

staff. Staff assigned to the Investigation confirmed in a supplemental declaration that the five 

Commission staff with whom Claimant 2 met and communicated were not assigned to the 

Investigation or the Covered Action; in addition, staff assigned to the Investigation did not 

receive or rely upon any information from the Commission staff cited by Claimant 2 relating to 

the Investigation or the Covered Action. 

For these reasons, Claimant 1 and Claimant 2 are not entitled to an award.10

III. Conclusion

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

Claimant 1 and Claimant 2 in connection with the Covered Action be, and they hereby are, 

denied. 

By the Commission. 

J. Lynn Taylor

Assistant Secretary 

10 Because Claimant 1 and Claimant 2 are not eligible for an award in the Covered Action, they are also not eligible 

for any related action award. 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, Exchange Act Rel. No. 34-86902 (Sept. 

9, 2019).