_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99890 / April 3, 2024

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2024-11 

_________________________________________________________________________ 

In the Matter of the Claims for an Award 

in connection with 

Redacted Redacted

Notice of Covered Action 

Redacted

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

Redacted

(“Claimant 1”) and 

Redacted

(“Claimant 2”) filed timely award 

applications in response to the above-referenced covered action (the “Covered Action”). For the 

reasons discussed herein, we grant Claimant 1 a whistleblower award of more than $2,000,000, 

Redacted

percent ( ***which represents %) of the monetary sanctions collected in the Covered 

Action. We also grant Claimant 2 a whistleblower award of more than $400,000, which ***

%) of the monetary sanctions collected in the Covered Action. 

***

represents percent ( 

Further, we vacate our prior award determination order issued on December 2, 2022 in 

connection with the Covered Action. 

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I. Background 

A. Covered Action 

On , the Commission filed a settled civil action in federal district court 

relating to (the “Company”). According to the complaint, the Company allegedly 

The 

complaint further alleged that 

The complaint charged 

In settlement, agreed to pay monetary 

sanctions totaling , which has been collected. 

Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted RedactedRedacted Redacted Redacted Redacted ***

B. Award Proceedings before the Commission 

Thereafter, Claimants 1 and 2 filed timely whistleblower award claims in response to the 

above-referenced Notice of Covered Action.

1 On December 2, 2022, the Commission issued a 

final order that granted Claimant 1’s award application but denied Claimant 2’s application. 

In denying Claimant 2’s application, the Commission found that Claimant 2 did not 

qualify as a “whistleblower.”2 The Commission determined that the information that Claimant 2 

was relying on to support his whistleblower application—which had been submitted to the 

1 See Exchange Act Rule 21F-10(a); 17 C.F.R. § 240.21F-10(a). Neither Claimant 1 nor Claimant 2 submitted an 

award application for a potential related action within ninety (90) days of a final order imposing sanctions in a 

potential related action. See Exchange Act Rule 21F-11(b)(2); 17 C.F.R. § 240.21F-11(b)(2). 

2 See Exchange Act Section 21F(a)(6) (defining whistleblower as “any individual”); Rule 21F-2(a)(1); 17 C.F.R. § 

240.21F-2(a)(1) (“[y]ou are a whistleblower... as of the time that, alone or jointly with others, you provided the 

Commission with information in writing that relates to a possible violation of the federal securities laws...). See 

also Rule 21F-2(a)(2); 17 C.F.R. § 240.21F-2(a)(2) (“[a] whistleblower must be an individual. A company or other 

entity is not eligible to be a whistleblower.”). 

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Commission by the general counsel of an entity that Claimant 2 owned—had been submitted not 

on behalf of Claimant 2 in his personal capacity, but instead on behalf of the entity. The 

Commission explained that “there is no evidence that the general counsel or other entity 

representatives actually represented Claimant 2 in his individual capacity rather than the entity 

on the numerous occasions when they presented information to the SEC[.]” 

The Commission also explained that it was denying Claimant 2’s application because 

Claimant 2 failed to submit a Form TCR within the time period allowed under the Commission’s 

rules.3 Further, the Commission declined to exercise its discretionary waiver authority under 

Section 36(a)(1) of the Exchange Act to excuse Claimant 2’s untimely TCR submission.4 The 

Commission stated that Claimant 2’s arguments did “not demonstrate[] a sufficient reason for 

not timely filing a TCR that reflects the type of limited circumstance supporting the 

Commission’s [prior] exercise” of exemptive relief.

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 The Commission also observed that 

“[e]ven were we to waive non-compliance with the Form TCR requirement, Claimant 2 still does 

not qualify for an award because Claimant 2 did not submit information to the Commission in 

his/her individual capacity.” 

Claimant 2 timely filed a petition for review of his denial in the Court of Appeals for the 

Fifth Circuit. In response to certain record evidence discussed in Claimant 2’s opening brief, the 

Commission sought and obtained a voluntary remand so that it could reconsider its determination 

that Claimant 2 was not a whistleblower. 

On remand, the Commission requested additional information from Claimant 2 regarding 

Claimant 2’s assertion that the entity’s general counsel submitted information to the SEC on 

behalf of Claimant 2 in his personal capacity. In response, Claimant 2 submitted a new 

declaration from the entity’s general counsel that expressly states that the general counsel 

represented Claimant 2 in Claimant 2’s personal capacity throughout the process of providing 

information regarding the Company to the SEC. 

3 The Commission stated that Claimant 2 did not file his TCR with the Commission within 30 days of the 

submission of information upon which Claimant 2’s award claim was based despite having constructive notice of 

the filing requirement. See Rule 21F-9(e)(2); 17 C.F.R. § 240.21F-9(e)(2). 

4 Section 36(a)(1) provides that “the Commission, by rule, regulation, or order, may conditionally or unconditionally 

exempt any person... from any provision or provisions of [the Exchange Act] 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.” 15 U.S.C. § 78mm(a)(1). 

5 Claimant 2 asserted that his attorney failed to communicate with the SEC, failed to open messages from SEC staff, 

and failed to familiarize himself with the basic requirements of a whistleblower application, which caused Claimant 

2 to file his Form TCR after the required deadline. Claimant 2 further asserted that his attorney was unaware that 

submitting the Form TCR late and jointly with the entity might impact his whistleblower eligibility. 

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II. Analysis 

A. Award Eligibility 

We find that the record supports an award for Claimant 1. Claimant 1 qualifies as a 

whistleblower and Claimant 1 voluntarily provided original information to the Commission that 

caused Enforcement staff to open an investigation that led to the successful enforcement of the 

Covered Action. 

With respect to Claimant 2’s award application, we find that Claimant 2 does in fact 

qualify as a whistleblower. We reach this determination based on the supplemental declaration 

that Claimant 2 submitted on remand. Further, we find that the record supports the conclusion 

that Claimant 2 voluntarily provided original information to the Commission that significantly 

contributed to the success of the Covered Action. 

With respect to Claimant 2’s untimely TCR, we have determined that it would be in the 

public interest and consistent with the protection of investors for the Commission to exercise our 

discretionary authority under Section 36(a) of the Exchange Act to waive the TCR filing 

requirements of Rules 21F-9(a) and (b). In reaching this determination, we acknowledge that we 

previously declined to exercise our waiver authority in this matter. At the time, we explained 

that the justifications asserted by Claimant 2 here did not fit within “the type of limited 

circumstances” for which we have previously exercised our waiver authority and that Claimant 2 

did not otherwise qualify for an award. Upon further consideration and in light of the 

supplemental information provided by Claimant 2, we decline to follow that path again. We are 

now persuaded that the better course is to grant a waiver for an untimely TCR because Claimant 

2 would be otherwise meritorious as he voluntarily provided original information to the 

Commission that significantly contributed to the success of the Covered Action.6 

6 We have exercised our Section 36(a) exemptive authority in other cases where an otherwise meritorious claimant 

filed a Form TCR after first providing information to the Commission. See, e.g., Order Determining Whistleblower 

Award Claim, Exchange Act Rel. No. 94398 (Mar. 11, 2022); Order Determining Whistleblower Award Claim, 

Exchange Act Rel. No. 90721 (Dec. 18, 2020); Order Determining Whistleblower Award Claims, Exchange Act 

Rel. No. 90580 (Dec. 7, 2020). Claimants are advised, however, that outside of the Form TCR context, the 

Commission has consistently required a demonstration that extraordinary circumstances led to the failure to comply 

with a procedural requirement and nothing about the determination in this final order should be understood to alter 

that demanding approach. 

4 
B. Award Amount and Allocation 

Turning to the award amount, we find as an initial matter that Claimant 1 and Claimant 2 

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Further, we find that an award allocation of percent ( %) to Claimant 1 and 

percent ( %) to Claimant 2 is appropriate. Claimant 1’s contributions to the success of the 

Redacted Redacted Redacted Redacted ***

***

*** ***

Covered Action were significantly greater than the contributions of Claimant 2. Claimant 1’s 

information was significant in that it revealed fraudulent conduct and prompted the opening of 

the investigation. Additionally, Claimant 1’s assistance during the investigation, which included 

several interviews and production of documents, helped the staff with identifying witnesses and 

drafting subpoenas. We also find that the charges in the Covered Action were based in 

substantial measure on Claimant 1’s information. By contrast, we find that much of Claimant 

2’s information was duplicative of information first provided by Claimant 1, who reported 

information to the Commission 15 months earlier.8 And while Claimant 2 provided some new 

information that was helpful in contradicting information in the Company’s public filings and 

supported certain allegations in the Covered Action, we find that this information was much 

more limited than the information provided by Claimant 1.9 

7 Redacted RedactedRedacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted

8 Our assessment of Claimant 2’s relative contributions to the success of the Covered Action is based on a 

supplemental sworn declaration from a Division of Enforcement attorney who was involved in the investigation that 

led to the Covered Action. We credit the factual assertions in that declaration. 

9 We acknowledge that Claimant 2 provided assistance during the investigation, which included several meetings 

with the staff and production of certain materials that supported the allegations. 

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III. Conclusion

Accordingly, it is hereby ORDERED that the December 2, 2022 Order Determining 

Whistleblower Award Claims that the Commission previously issued in connection with this 

Covered Action is vacated. 

It is further ORDERED that Claimant 1 shall receive an award equal to 

percent ( ***%) of the monetary sanctions collected in the Covered Action. 

Redacted

Finally, it is ORDERED that Claimant 2 shall receive an award equal to ***percent 

( %) of the monetary sanctions collected in the Covered Action. 

***

By the Commission. 

Vanessa A. Countryman 

Secretary 

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