______________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 98199 / August 22, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-78

______________________________________________________________________________ 

In the Matter of the Claim for Award

in connection with 

Redacted

Notice of Covered Action 

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ORDER DETERMINING WHISTLEBLOWER AWARD CLAIM 

The Claims Review Staff (“CRS”) issued a Preliminary Determination recommending the 

Redacted Redacted

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

(“Claimant 2”) (collectively, “Claimants”) in connection with the abovereferenced covered action (“Covered Action”). Claimants filed a timely response contesting the 

preliminary denial.1 For the reasons discussed below, Claimants’ joint award claim is denied. 

I. Background

A. The Covered Action

On the Commission instituted public administrative and cease-anddesist proceedings against (“Respondent 1”) and (“Respondent 

2”) (collectively, “Respondents”), finding that Respondents engaged in 

 and caused violations of

 (“Company”). Respondent 

1 agreed to pay among other relief, to settle the charges. Respondent 

Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted

See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 1 
2 

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agreed to 

settle the charges and pay in civil money penalties, among other relief. Respondent 1 

On 

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

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

award applications within 90 days.2 Claimants filed a timely joint whistleblower award claim.3 

B. The Preliminary Determination 

On 

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the CRS issued a Preliminary Determination4 recommending that 

Claimants’ joint claim be denied. The Preliminary Determination recommended a denial 

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 21F3(a)(3) and 21F-4(c) thereunder. In particular, based on a record that included the declaration 

(“Declaration”) of one of the Division of Enforcement (“Enforcement”) attorneys assigned to the 

investigation that led to the Covered Action (“Investigation”),5 the CRS preliminarily determined 

that prior to Claimants’ submission of information, the Commission’s staff (“Staff”) had already 

opened the Investigation. The CRS also preliminarily concluded that Claimants’ information did 

not significantly contribute to the Investigation because substantially all of Claimants’ 

information was already known to Staff. According to the Declaration, the information from 

Claimants that was previously unknown to Staff was not used in, and did not contribute to, the 

Investigation or the charges brought in the Covered Action. 

2 See Exchange Act Rule 21F-10(a), 17 C.F.R. § 240.21F-10(a). 3 Redacted Redacted Redacted Redacted Redacted Redacted Redacted

4 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 5 See Exchange Act Rule 21F-12(a), 17 C.F.R. § 240.21F-12(a). 

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C. Claimants’ Response to the Preliminary Determination 

In response to the Preliminary Determination, Claimants assert that when they submitted 

information to the Commission, 

Claimants state that in 

Claimants state that

 thereby providing a “road map” to the Commission to 

investigate 

Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted

Claimants allege that 

precipitated a number of important events and developments that ultimately prompted 

the Commission to bring the Covered Action For instance, 

Claimants assert that 

 and the 

Commission to issue the Company a subpoena in seeking information about the 

Company’s Claimants also state that 

 prompted the Commission’s Division of Corporation Finance to issue 

letters to the Company. 

 prompted witnesses and 

sources to cooperate with the Investigation and also increased the pressure on to 

resolve the Covered Action without greater public exposure. 

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

Claimants also argue that the Declaration is deficient in a number of ways and omits key 

details. Claimants allege that the Investigation—which was opened in —was 

Redacted Redacted

merely informal, had a lower profile, and did not truly turn into a formal investigation until after

 Claimants argue that they should not be precluded from an 

award just because the opening of the Investigation transpired before Claimants submitted their 

information to the Commission. Claimants also allege that the Declaration improperly dismissed 

and diminished the value of their information. Claimants assert that a number of sources— 

Redacted

including the Covered Action, in paragraphs 

Redacted

—have recognized the materiality of 

articles to the Company, Respondent 1, and those entities’ conduct.7 

Redacted Redacted Redacted

See Covered Action, at 

3 

7 
Redacted

Additionally, Claimants allege that the Declaration inappropriately dismissed information 

Redacted Redacted Redacted Redacted

from an individual who ***

later testified in connection with the Commission’s Investigation in 

Claimants cast doubt on the Declaration’s assertions that information was not useful in 

the Investigation and that the Commission did not rely on information in its charging 

decisions; specifically, Claimants contend that Staff would not have gone through the *** ***

“superfluous” step of interviewing if information was not significant. Claimants also 

argue that the Declaration erroneously downplays Staff’s direct contact with Claimants. In 

particular, Claimants allege that while the Declaration refers to meetings that transpired between 

Staff and Claimants’ counsel, the Declaration ignores Claimant 1’s role in being an active and 

contributing participant in those meetings. Claimants complain that the Declaration fails to 

explain the import of the information Claimant 1 provided to Staff during those meetings, as 

Claimant 1 provided Staff with names of sources as well as a “road map” of securities violations 

that transpired. 

Overall, Claimants argue that through 

Claimants allege that 

their information qualifies as “independent analysis” because the information provided the 

Commission with a “road map” to bring the Covered Action 

Claimants believe that they should receive a joint award for the Covered Action because their 

information significantly contributed to the Investigation and the Covered Action. Claimants 

also argue that 

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II. Analysis 

We deny an award to Claimants in connection with the Covered Action. 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.8 As relevant here, under 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;9 or (ii) the conduct was already under examination or 

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

action.”10 

In determining whether a claimant’s information “significantly contributed” to the 

success of a covered action, the Commission considers whether the information was 

“meaningful” in that it “made a substantial and important contribution” to the success of the 

covered action.11 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. 

Claimants do not qualify for an award in the Covered Action under either Rule 21F4(c)(1) or (2). We credit the Declaration and a supplemental declaration of the same 

Enforcement attorney who provided the Declaration (“Supplemental Declaration”), both 

provided under penalty of perjury, which confirm that Staff opened the Investigation in 

based on Staff’s review of 

Redacted Redacted

Company financial statements and other publicly available information concerning the 

Redacted Redacted

Company. From its inception, the Investigation primarily involved the potential 

. 

Redacted

According to the Declaration, the tip that Claimants submitted to the Commission was 

Redacted

dated (“Tip”) and was referred to Staff on approximately 

eight and a half months after the Investigation was opened. The information included in the Tip 

related to The 

Redacted

8 Exchange Act Section 21F(b)(1), 15 U.S.C. §78u-6(b)(1). 9 See Exchange Act Rule 21F-4(c)(1), 17 C.F.R. § 240.21F-4(c)(1). 10 See Exchange Act Rule 21F-4(c)(2), 17 C.F.R. § 240.21F-4(c)(2). 11 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. 

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Declaration and Supplemental Declaration note that—as reflected in Claimants’

Redacted

 joint 

whistleblower award application—virtually all of the information in 

the Tip consisted of publicly available information that Staff had already reviewed by the time of 

The one exception to this concerned 

While Staff reached out to in and took testimony in

 Staff did not learn any information from that was useful in the 

Investigation, and the Commission did not rely on information from in its charging 

decisions. information was duplicative of information Staff already knew and had 

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

***

***

developed during the Investigation. 

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And, contrary to Claimants’ assertion that because the Staff 

decided to interview information must have been significant, Commission staff 

conduct interviews and take testimony to learn what, if any, useful information a witness can ***

provide. In this case, the Declaration and the Supplemental Declaration confirm that did 

not provide any significant or useful information when ***

testified in connection with the 

Investigation. 

Overall, none of 

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information—including 

Redacted

—was 

Claimants’ specific arguments about why they significantly contributed to the 

Investigation and the Covered Action—that 

that ultimately prompted the Commission to issue the Company a subpoena and 

then bring the Covered Action that Claimants’ 

Redacted Redacted Redacted Redacted Redacted Redacted

used in, nor contributed to, the Investigation or the charges brought in the Covered Action ***

allegedly caused the Commission’s Division of Corporation Finance to issue letters to the 

Company; and that certain sources, including the Covered Action, have recognized the 

Redacted

materiality of Claimants’ to the Company, Respondent 1, and those entities’ conduct— 

are misplaced. Such arguments are inapposite to the determination of whether the information 

that Claimants directly submitted to the Commission either: (1) caused Staff to open the 

Investigation or inquire concerning different conduct; or (2) significantly contributed to the 

success of the Covered Action, as required in relevant part by Rules 21F-4(c)(1) and (2). The 

Declaration and Supplemental Declaration both confirm that Claimants did not provide the 

Commission with any such information. 

Claimants argue that the information they provided to the Commission significantly 

Redacted

contributed to the Covered Action because such information purportedly appears in paragraphs

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 of the Covered Action. However, those paragraphs do not support Claimants’ 

contention that they significantly contributed to the Covered Action. Paragraphs 

of the Covered Action do not describe how Staff became aware of certain facts or potential 

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securities violations. According to the Supplemental Declaration, the purpose of those 

paragraphs was to show that even though Respondent 1 

Staff obtained facts relating to 

those failures by Respondent 1—after 

reviewing voluminous records, taking the testimony of dozens of witnesses, and 

Claimants did 

Redacted Redacted Redacted

Redacted

Redacted Redacted Redacted Redacted

not provide any such information to Staff; rather, Staff developed this information during the 

course of its Investigation. 

Claimants also allege that 

resulting from Claimants’ put pressure

 to resolve the enforcement actions Claimants also allege that 

 prompted witnesses and sources to cooperate with the Investigation. However, 

according to the Supplemental Declaration, Staff did not use Claimants’ information during the 

course of settlement negotiations with Respondent 1 or the Company in connection with the 

Covered Action There is no evidence that 

caused settle or prompted witnesses and 

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

sources to cooperate with the Investigation. 

Claimants further allege that the Commission sent a subpoena to the Company for the 

first time in which was only after the However, 

according to the Supplemental Declaration, the subpoena that the Commission sent 

to the Company was not precipitated by the The subpoena that the 

Commission sent to the Company, dated was precipitated by a Form 8-K filed 

by the Company on in the Form 8-K, the Company 

Claimants also allege that in only four days after Claimants

 the Commission’s Division of Corporation Finance sent a letter related to the Company 

However, according to the 

Supplemental Declaration, the Division of Corporation Finance letter had nothing to do with, and 

did not have any impact on, the Investigation, which was conducted by Staff from Enforcement. 

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

Claimants’ other arguments are of no import. 

Redacted Redacted

Claimants’ speculation that the 

Redacted Redacted *** Redacted

Investigation—which was opened in well before Claimants 

submitted their Tip in —was merely informal until after the

 has no basis in the factual record. Claimants argue that they should 

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not be precluded from an award just because the opening of the Investigation transpired before 

Claimants submitted their information to the Commission. However, nowhere in the Preliminary 

Determination did the CRS suggest this reasoning as the sole ground for denial. In fact, the 

Preliminary Determination described Claimants’ failure to satisfy both Rule 21F-4(c)(1) and 

Rule 21F-4(c)(2). 

Redacted

Claimants’ contentions that the information they provided to Staff in 

Redacted Redacted

 and 

—after the Tip was submitted to the Commission in — 

substantially contributed to the Investigation are without merit. According to the Declaration 

and the Supplemental Declaration, although Staff had conversations with Claimants’ counsel and 

Claimant 1 following Claimants’ submission of their Tip—including on and on 

—none of the information resulting from those communications was probative 

of the eventual claims that the Commission brought against Respondents 

Further, even if, as Claimants allege, 

claimants 

must still satisfy the eligibility criteria for receiving awards under the Rules; here, 

Claimants have not satisfied such criteria. 

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Moreover, according to the Supplemental Declaration, Claimant 1 provided the names of 

purported sources and witnesses Claimant 1 believed would be able to assist Staff in its 

investigative work during Staff’s communications with Claimants’ counsel and Claimant 1. 

Redacted Redacted

While Staff interviewed one of the individuals identified by Claimant 1— 

Redacted ***

—and also took sworn testimony during the course of the Investigation, Staff was 

Redacted ***

already aware of from other sources. Staff did not choose to interview and take

 testimony as a result of any information provided by Claimants or their counsel.12 

In sum, both the Declaration and the Supplemental Declaration confirm that none of 

Claimants’ information caused the Staff to open the Investigation or inquire into different 

conduct, nor helped advance the Investigation. Further, none of Claimants’ information was 

Thus, Claimants fail to satisfy either Rule 21F-4(c)(1) or 

used in, nor had any impact on, the charges brought by the Commission in the Covered Action 

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(2). Accordingly, their joint award claim must be denied. 

Finally, the Commission need not reach the issue of whether Claimants satisfy the criteria for “independent 

analysis” under Rule 21F-4(b) because failing to satisfy Rule 21F-4(b) was not a ground for the denial of Claimants’ 

joint claim in the Preliminary Determination. 

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III. Conclusion 

Accordingly, it is hereby ORDERED that the joint whistleblower award application of 

Claimants in connection with the Covered Action be, and it hereby is, denied. 

By the Commission. 

Vanessa A. Countryman 

Secretary 

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