_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97803 / June 27, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-68

_________________________________________________________________________ 

In the Matter of the Claim for an Award 

in connection with 

Redacted Redacted

Notice of Covered Action 

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

Redacted

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

denial of the whistleblower award claim submitted by joint claimants (“Claimant 2”) 

and (“Claimant 3,” and collectively “Claimants”) in connection with the 

above-referenced covered action (the “Covered Action”). Claimants filed a timely response 

contesting the preliminary denial. For the reasons discussed below, Claimants’ award claim is 

denied.1

I. Background

A. The Covered Action

On the Commission instituted settled administrative and cease-and-desist 

proceedings against (the “Company”) alleging that 

The 

Redacted Redacted

Redacted

Redacted ***

1 The CRS also recommended the denial of the award application from Claimant 1, who did not contest the 

Preliminary Determinations. Accordingly, the Preliminary Determination with respect to Claimant 1’s award claim 

became the Final Order of the Commission through operation of Exchange Act Rule 21F-10(f), 17 C.F.R. 

§ 240.21F-10(f).
Commission charged the Company with violations of

 The Company agreed to pay a civil 

monetary penalty 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 a timely whistleblower award claim. 

Redacted Redacted Redacted Redacted

B. The Preliminary Determinations 

The CRS issued Preliminary Determinations recommending that Claimants’ claims be 

denied because Claimants 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 stated 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 

Claimants’ 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 Claimants provided information 

approximately two years after the investigation that led to the Covered Action (the 

“Investigation”) had begun, and that Claimants’ information was either duplicative of 

information that the staff already knew or was not relevant to the charges brought by the 

Commission in the Covered Action. 

C. Claimants’ Response to the Preliminary Determinations 

Claimants submitted a timely written response contesting the Preliminary 

Determinations.2 Claimants principally argue that “the information provided to [Enforcement 

staff] in the TCR, subsequent phone calls, and emails could only have been obtained by us over 

10 years of direct correspondence and intimate knowledge of the processes and procedures at 

[the Company] . . . If [Enforcement staff] had all the information . . . required why the 3 

subsequent phone calls? [Enforcement staff] must have needed more clarity or did not 

completely understand the data we provided or the data already in the Commission’s 

possession.” Claimants further argue that they were “integral in helping formulate the 

determinations made by the SEC.” Claimants also contend that they provided information which 

may have been used to negotiate the Commission’s settlement with the Company and that their 

information was not duplicative but instead “immeasurably additive and aided in the successful 

outcome of the case.” 

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 

2 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 
enforcement of a covered action.3

 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: (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;4 or (ii) the conduct was already 

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

success of the action.”5 

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.6 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.7 

Claimants do not qualify for a whistleblower award in this matter because their 

information did not cause the staff to open the Investigation, nor did their information cause the 

staff to inquire into different conduct in or significantly contribute to the ongoing Investigation. 

First, the record demonstrates that the Investigation was opened based upon information 

developed by Commission staff in an earlier investigation approximately two years before 

Claimants submitted their TCR. 

The record also shows that Claimants did not cause the staff to inquire into different 

conduct as part of an ongoing investigation, nor did the Claimants’ information significantly 

contribute to the success of the Investigation. While staff assigned to the Investigation reviewed 

Claimants’ TCR and spoke with Claimants on three occasions, to the extent that Claimants’ 

information was relevant to the Investigation, that information was already known to the staff. 

By the time that Claimants submitted their TCR, the Investigation had been ongoing for nearly 

two years, and the staff had received over 250,000 documents and taken testimony from six 

witnesses. The facts underlying Claimants’ allegations were already familiar to the staff 

assigned to the Investigation. 

Although Claimants contend in their response that their information may have assisted 

the staff during settlement discussions with the Company, the record does not support this 

argument. A supplemental declaration from staff assigned to the Investigation, which we credit, 

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

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

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

6 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. 

7 Exchange Act Rel. No. 85412 at 8-9. 
confirms that the staff did not rely upon Claimants’ information during settlement discussions. 

The supplemental declaration also confirms that the staff was already aware of Claimants’ 

information.8 As a result, Claimants’ information did not assist with settlement discussions or 

otherwise advance the Investigation. 

Accordingly, Claimants’ are not eligible for a whistleblower award.9

III. Conclusion

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

Claimants in connection with the Covered Action be, and they hereby are, denied. 

By the Commission. 

Vanessa A. Countryman 

Secretary 

8 Claimants’ response also notes that the staff spoke with Claimants on three occasions, asking “if [Enforcement 

staff] had all the information . . . why the 3 subsequent phone calls?” Redacted This contention is not persuasive.

Redacted

 As noted in 

the staff’s initial declaration, the staff first spoke with Claimants in to discuss their TCR and 

determine if Claimants had any information beyond their written submission. The second call, in was 

a follow-up call to determine if Claimants’ Redacted

 information might be relevant to a separate investigation relating to a

different entity. Finally, the third call, in approximately two weeks before the Covered Action was filed, 

was initiated in response to an email from one of the Claimants to determine if Claimants had any additional 

information that might impact the Covered Action. However, to the extent the information provided by Claimants 

during these calls was relevant to the Investigation, it was already known to the staff through other investigatory 

sources. 

9 Claimants contend that the time frame of their TCR submission and the time period covered by the Covered Action 

“perfectly align” and that the Covered Action was filed a certain amount of time after the submission of their TCR 

“which [Claimants] believe is the typical timeframe for such an investigation and conclusion.” We do not find merit 

in this argument. As noted above, the record shows that the Investigation was opened years before the submission 

of Claimants’ TCR and that Claimants’ information was already known to the staff.