_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97601 / May 26, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-64

_________________________________________________________________________ 

In the Matter of the Claims for Award 

in connection with 

Notice of Covered Action and 

Redacted Redacted

Notice of Covered Action 

Redacted Redacted

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

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

denial of the whistleblower award claim submitted by (“Claimant 3”) in 

connection with Covered Action (the “First Action”). Claimant 3 filed a timely 

response contesting the preliminary denial. For the reasons discussed below, Claimant 3’s award 

claim with regard to the First Action is denied. 

The CRS also issued Preliminary Determinations recommending the denial of Redacted Redacted

whistleblower award claims submitted by Claimant 3 and joint claimants

 (together, “Claimant 4,” and collectively with Claimant 3, Redacted“Claimants”) in 

connection with Covered Action (the “Second Action). The First Action and the 

Second Action arose from the same underlying enforcement investigation (the “Investigation”). 

Claimants filed timely responses contesting the preliminary denials. For the reasons discussed 

below, Claimants’ award claims with regard to the Second Action are denied.1 

1 Claimant 3 submitted award applications in connection with both the First Action and the Second Action; for 

clarity, we refer to this claimant as “Claimant 3” in connection to both actions. Claimant 4 submitted an application 

only in connection with the Second Action. The CRS also recommended the denial of the award applications in 

connection with the Second Action from Claimants 1, 2, 5, and 6, none of whom contested the Preliminary 

Determinations. Accordingly, the Preliminary Determinations with respect to their award claims became the Final 

Orders of the Commission through operation of Exchange Act Rule 21F-10(f), 17 C.F.R. §240.21F-10(f). 
I. Background 

A. The Covered Actions 

i. The First Action 

On the Commission instituted settled administrative and cease-anddesist proceedings against (the “Respondent”) alleging that the Respondent 

(the “Company”). The Commission found that Respondent had violated 

Respondent agreed to pay disgorgement of 

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

Redacted Redacted

Redacted

Redacted Redacted

Redacted

Redacted Redacted

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

award applications within 90 days. Claimant 3 filed a timely whistleblower award claim. 

ii. The Second Action 

On the Commission instituted settled cease-and-desist proceedings 

against the Company alleging that employees of the Company

 The Commission found that the Company violated

 The Company 

agreed to pay disgorgement of and a civil monetary penalty of 

On , OWB posted the Notice for the Covered Action on the 

Redacted Redacted Redacted Redacted

Redacted

Redacted Redacted Redacted ***

Commission’s public website inviting claimants to submit whistleblower award applications 

within 90 days. Claimants 3 and 4 each filed timely whistleblower award claims. 

B. The Preliminary Determinations 

i. The First Action 

The CRS issued Preliminary Determinations in connection with the First Action 

recommending that Claimant 3’s claim be denied because Claimant 3 did not provide 

information that led to the successful enforcement of the First 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 Claimant 3’s 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. The CRS 
preliminarily determined that the Investigation was opened based on news reports and not based 

on Claimant 3’s information. The CRS stated that Claimant 3’s tip was forwarded to staff 

responsible for a separate and unrelated investigation. Enforcement staff responsible for the 

Investigation did not receive any information provided by Claimant 3 and did not have any 

communication or contact with Claimant 3. 

ii. The Second Action 

The CRS issued Preliminary Determinations in connection with the Second Action 

recommending that Claimants’ claims be denied because neither Claimant provided information 

that led to the successful enforcement of the Second 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 Claimant 3’s and Claimant 4’s 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. The CRS stated 

that none of the Claimants provided any information that led to the opening of the Investigation 

or that was used in or contributed to the Investigation. The CRS preliminarily determined that 

staff responsible for the Investigation did not communicate with or receive any information from 

Claimant 3. The CRS preliminarily determined that while the staff reviewed Claimant 4’s 

information, Claimant 4’s information was submitted when the Investigation had already been 

substantially completed and after the First Action was brought and after settlement discussion 

had already begun with the Company. The CRS also stated that Claimant 4’s information did 

not relate directly to the settlement negotiation and did not impact the negotiations or otherwise 

contribute to the Investigation or the Second Action. 

C. Claimant 3’s Response to the Preliminary Determinations 

Claimant 3 submitted a timely written response contesting the Preliminary 

Determinations in connection with the First Action and the Second Action.2 Claimant 3 

principally argues that Claimant 3’s information “led to the initiation [of] an investigation by the 

Commission that contributed to the recoveries made by the Commission and others, and/or 

otherwise provided information that contributed to such recoveries.” Claimant 3 argues that the 

Preliminary Determinations “rest entirely on the declaration of an affiant who neither knows nor 

claims to know how the information [Claimant 3] shared was used in the investigation.” 

Claimant 3 further argues that “it is clear that the information [Claimant 3] provided was 

communicated to [the Company] and that this information in turn contributed to the resolution of 

the Covered Actions.” Claimant 3 states that his/her counsel met with, provided information to, 

and exchanged “numerous emails” with Commission staff in 

regarding his/her tips, and these communications call into question the CRS’s Preliminary 

Redacted

Determination that Claimant 3 did not have any contact with staff assigned to the Investigation. 

Claimant 3 also argues that he/she was denied access to “documents and information to which 

2 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 
[Claimant 3] is statutorily entitled and which would have demonstrated [Claimant 3’s] right to 

the whistleblower award [Claimant 3] seeks.” 

D. Claimant 4’s Response to the Preliminary Determinations 

Claimant 4 submitted a timely written response contesting the Preliminary 

Determinations in connection with the Second Action. Claimant 4 principally contends that 

Claimant 4 “identified a witness for the SEC and provided assistance in obtaining the 

cooperation of that witness.” Claimant 4 states that the Second Action Preliminary 

Determinations do not provide any discussion of the value of that witness’s information or 

whether it was used in the Investigation. Claimant 4 argues that the witness’s information 

“appeared to be extremely valuable” and Claimant 4 should receive credit for providing that 

information to the Commission. Claimant 4 also asks that the Commission exercise its 

exemptive authority under Exchange Act Section 36(a) and grant Claimant 4 an award. 

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.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 

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. 
A. Claimant 3

Claimant 3 does not qualify for a whistleblower award in the First Action or the Second

Action because his/her information did not cause the staff to open the Investigation, nor did 

Claimant 3’s information cause the staff to inquire into different conduct or significantly 

contribute to the ongoing Investigation. Redacted

First, the record demonstrates that the Investigation was 

 based on public news reports, not based upon any information from Redactedopened in 

Claimant 3. Claimant 3 submitted his/her TCR to the Commission in more than 

fifteen months after the Investigation was opened. 

Second, Claimant 3’s information did not cause the staff to inquire into different conduct 

or significantly contribute to the Investigation. Staff assigned to the Investigation confirmed that 

the staff had no contact or communication with Claimant 3 before or during the Investigation, 

nor did staff assigned to the Investigation receive any information provided by Claimant 3 before 

or during the Investigation. Further, a supplemental staff declaration from the primary staff 

attorney assigned to the Investigation, which we credit, confirms that Commission staff who 

communicated with Claimant 3 (the “Other Staff”) were not assigned to the Investigation. And 

while staff assigned to the Investigation spoke with the Other Staff during the Investigation, that 

discussion did not relate to Claimant 3’s information, nor did any of the information shared in 

that discussion relate to the focus of the Investigation, advance the Investigation, or lead to the 

findings in the First or Second Action.8

 The record also does not support Claimant 3’s 

contention that “information [Claimant 3] provided was communicated to [the Company] and 

that this information in turn contributed to the resolution of the Covered Actions.” Other Staff 

communicated with Claimant 3’s counsel regarding a separate investigation, and Other Staff Redacted

submitted document requests to the Company in However, Other Staff confirmed 

that they did not share Claimant 3’s information with the Company.9 Accordingly, Claimant 3’s 

information did not significantly contribute to the Investigation or cause the staff to inquire into 

different conduct. 

8 Claimant 3’s argument regarding the supposed deficiencies of the staff declaration is unpersuasive. That staff 

member confirms in a supplemental declaration that he/she was the “primary Enforcement attorney assigned to the 

[I]nvestigation.” Claimant 3 states that the staff was not aware of how Claimant 3’s information was used and

argues that whether the “[declarant], personally, did not use the information [he/she] apparently obtained from the

Separate Investigation, in order to advance the results of the case against [the Company] is . . . of no moment.” We

disagree. As an initial matter, contrary to Claimant 3’s assertion, and as the supplemental declaration confirms, the

staff did not obtain anything that advanced the Investigation from the other Commission staff who communicated

with Claimant 3. Regardless, as the primary Enforcement attorney assigned to the Investigation, the staff has unique

insight into the Investigation, how it progressed, and how the findings in the First and Second Actions came about.

We find his/her declarations highly relevant and on point to a key question in this proceeding of whether the

Claimants provided information that significantly contributed to the Investigation. The fact that the primary staff

attorney assigned to the Investigation did not learn of Claimant 3’s information until after the First and Second

Actions were instituted supports, along with other facts in the record, that Claimant 3’s information did not lead to

the success of those actions.

9 The record shows that the separate investigation was closed without any enforcement action by the Commission, 

and that Enforcement staff assigned to the separate investigation concluded that Claimant 3’s information did not 

include evidence of specific misconduct. 
Lastly, Claimant 3’s argument that the Commission failed to provide certain information 

to Claimant 3 is not meritorious. Exchange Act Rule 21F-12(a) lists the materials that form the 

basis for the Preliminary Determinations and that Claimant 3 may request from the 

Commission.10 “These rules do not entitle [Claimant 3] to obtain from the Commission any 

materials . . . other than those listed in paragraph (a) of this section.”11 Claimant 3 requested and 

received the materials to which he/she was entitled under Rule 21F-12(a) and is entitled to no 

more.12

Accordingly, Claimant 3 is not eligible for an award in connection with the First Action 

or the Second Action.13

B. Claimant 4

Claimant 4 is not eligible for a whistleblower award because Claimant 4’s information

did not cause the staff to open the Investigation, to inquire into different conduct as part of an 

existing investigation, or significantly contribute to the Investigation. As previously stated, the 

Investigation was opened based upon news reports, not based upon information provided by any Redacted

claimant. Claimant 4 submitted their first TCR in more than three years after the 

staff opened the Investigation and approximately one month after the First Action was filed, 

making public the findings with respect to the Respondent in the First Action and the factual 

basis for the findings in the Second Action with respect to the Company. 

The information provided by Claimant 4 did not significantly contribute to the 

Investigation or cause the staff to inquire into additional conduct. At the time of Claimant 4’s 

submission, the Investigation was substantially complete and settlement negotiations with the 

Company were in progress. Claimant 4’s information, including information in their subsequent 

TCR submissions, was already known to the staff and did not assist the Investigation, nor did it 

otherwise impact the settlement negotiations with the Company. RedactedThe staff reached out to the 

Redacted

witness identified by Claimant 4 in approximately two months after the submission 

of Claimant 4’s initial tip, and had a teleconference with the witness in approximately 

three months later. The witness provided the staff with documents shortly after the 

teleconference. However, to the extent the information from the witness was relevant to the 

Investigation, the record shows the information was duplicative of information already known to 

the staff. By that time, the staff’s Investigation was substantially complete, and the witness’s 

10 See Exchange Act Rule 21F-10(e)(1). 

11 Exchange Act Rule 21F-12(b). 

12 Claimant 3 also states that 24 of 41 paragraphs of the staff declaration are redacted, and the Commission may not 

“arbitrarily redact information that otherwise should be provided.” To the extent that Claimant 3 is seeking an 

unredacted copy of the staff declaration, Claimant 3 is not entitled to it. We find the redactions in the staff 

declaration were properly made and in accordance with law to protect the identity of other claimants in this 

proceeding. See Exchange Act Rule 21F-12(b). 

13 We find no basis in the record supporting Claimant 3’s argument that his/her information was shared with the 

Company. Regardless, even if certain information was shared with the Company, there is no evidence that it had 

any impact on the Investigation, the settlement with the Company in the Second Action, or the findings in the First 

or Second Action. 
information did not contribute to the Investigation or otherwise impact the settlement 

negotiations with the Company.14

Accordingly, Claimant 4 is not eligible for an award in connection with the Second 

Action. 

III. Conclusion

Accordingly, it is hereby ORDERED that (1) Claimant 3’s whistleblower award 

applications in connection with the First Action and the Second Action be, and hereby are, 

denied; and (2) Claimant 4’s whistleblower award application in connection with the Second 

Action be, and hereby is, denied. 

By the Commission. 

J. Lynn Taylor

Assistant Secretary 

14 Claimant 4 has also requested that we invoke our exemptive authority under Section 36(a) of the Exchange Act to 

waive the eligibility requirements, arguing that Claimant 4 acted promptly even though Claimant 4 submitted 

information late in the Investigation, and therefore should receive an award. 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.” The circumstances here do not warrant invoking Section 36(a). 

One of the principal objectives of the whistleblower program is to incentivize individuals to come forward with 

potentially new and useful information that the staff may use in an investigation. As discussed above, Claimant 4 

provided their information years after the Investigation was opened and one month after the First Action made 

public the factual basis of the findings in the Second Action. While Claimant 4 may have acted promptly, Claimant 

4’s information was not useful to the staff and did not contribute to the Investigation. We also do not find that 

Claimant 4 presented any other compelling factors warranting the use of our exemptive authority under Section 

36(a). Granting an exemption under these circumstances “is inconsistent with the statutory purpose of incentivizing 

whistleblowers to come forward early.” Order Determining Whistleblower Award Claim, Exchange Act Rel. No. 

92355 (July 9, 2021).