_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97831 / July 3, 2023 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-72

_________________________________________________________________________ 

In the Matter of the Claim for an Award 

in connection with 

Redacted Redacted

Notice of Covered Action 

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

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

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

with the above-referenced action (the “Covered Action”). The Office of the Whistleblower 

(“OWB”) issued a Preliminary Summary Disposition recommending the denial of the Redacted

whistleblower award claim of (“Claimant 5,” and collectively, “Claimants”) in 

connection with the Covered Action. Each of the Claimants filed timely responses contesting the 

preliminary denials.1 For the reasons discussed below, each of the Claimants’ award claims are 

denied.2 

I. Background

A. The Covered Action

On , the Commission instituted settled administrative and cease-anddesist proceedings against 

(together, the “Company”) alleging that the Company 

Redacted Redacted Redacted Redacted Redacted

1 The CRS also preliminarily denied the award claims of three other claimants. Those claimants did not seek 

reconsideration of the Preliminary Determinations, and therefore the denials of their claims were deemed to be the 

Final Orders of the Commission under Exchange Act Rule 21F-10(f). 

2 Pursuant to Exchange Act Rule 21F-18(b)(5), OWB determined that Claimant 5’s claim should be resolved in the 

same proceeding as Claimant 3’s claim through the claims adjudication procedures set forth in Rule 21F-10. 
The Commission charged the Company with violations of 

The Commission also found that 

the Company 

 The Company agreed to pay a civil monetary penalty of to settle the 

Redacted

Redacted Redacted Redacted Redacted Redacted Redacted

matter. 

On , OWB posted the Notice for the Covered Action on the Commission’s 

public website inviting claimants to submit whistleblower award applications within 90 days. 

Claimant 3 submitted a timely whistleblower award claim. Claimant 5 submitted a 

whistleblower award claim on , approximately seven months after the deadline 

for submitting whistleblower applications. 

Redacted Redacted

B. The Preliminary Denials and Claimants’ Responses 

1. Claimant 3 

i. The Preliminary Determinations as to Claimant 3 

The CRS issued Preliminary Determinations recommending that Claimant 3’s claim be 

denied because Claimant 3 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 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 Enforcement 

staff responsible for the investigation that led to the Covered Action (the “Investigation”) did not 

receive any information from, or have any communications with, Claimant 3.3 

ii. Claimant 3’s Response to the Preliminary Determinations 

(“Other Agency A”) in , approximately 

Claimant 3 submitted a timely written response contesting the Preliminary 

Redacted Redacted

Determinations.

4 Claimant 3 principally argues that Claimant 3 began communicating with the ***

Commission in Claimant 3 notes that he/she initially submitted a tip to Redacted

3 While not a basis for the denial of Claimant 3’s claim, the CRS also stated that Claimant 3’s submission does not 

appear to be voluntary because Claimant 3 checked “no” to Question 8a in the Form WB-APP, which asks whether 

the claimant provided the information to the Commission prior to receiving a request, inquiry or demand for the 

information from the Commission or other authorities as set forth in Rule 21F-4(a). 

4 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 
fifteen months earlier. Claimant 3 contends that he/she supplied information to Other Agency A 

which then contacted the Company. Claimant 3 states that when he/she had not heard from 

Other Agency A in some time, Claimant 3 called Other Agency A and was told to submit a tip to 

the Commission. Claimant 3 argues that “I was told to contact the SEC and file a tip with them. . 

. I sent my tip to the SEC, at their suggestion. You have our correspondence. . . . I feel I should 

receive an award because all the information to [Other Agency A] that was needed to start a 

claim was given by me. They had filed the same grievance before against them and I provided 

enough information to create a new case. The fact that this information was not in the reason for 

denial of my complaint concerns me.” 

2. Claimant 5 

i. The Preliminary Summary Disposition as to Claimant 5 

OWB issued a Preliminary Summary Disposition to Claimant 5 recommending that 

Claimant 5’s claim be denied on the grounds that Claimant 5’s award application was untimely 

because Claimant 5 failed to submit the application to OWB within 90 days of the date of the 

Redacted

Covered Action, as required by Rule 21F-10(b). RedactedOWB noted that the deadline to file award 

 ninety days after the posting of the Notice of Covered Action on Redacted Redactedclaims was

 OWB received Claimant 5’s application on approximately seven 

months after the deadline. OWB also stated that Claimant 5 did not specify in his/her award 

application which TCR submission to the Commission formed the basis of his/her award 

application. OWB also stated that a search of the TCR system for Claimant 5’s tip identified the 

tip, but a designation in the TCR system indicated that Claimant 5’s tip was not forwarded to 

Enforcement staff in connection with any investigation. 

ii. Claimant 5’s Response to the Preliminary Summary Disposition 

Claimant 5 submitted a timely written response contesting the Preliminary Summary 

Claimant 5 argues that he/she provided information to Redacted RedactedDisposition. 

(“Other Agency B”) in one month before the Commission filed the Covered 

Action. Claimant 5 also argues that he/she provided valuable information to the Commission 

and other government agencies regarding the Company’s misconduct. Claimant 5 also states that 

he/she spent significant time and energy on his/her efforts to address the Company’s misconduct, 

and that he/she has endured significant hardships during that time, including terminal illness and 

financial hardships. 

Claimant 5 contends that he/she did not submit a whistleblower application in a timely Redacted

manner because he/she believed that Commission press release announcing 

whistleblower awards to two claimants in connection with two other actions, issued 

approximately two months after Claimant 5 submitted his/her award application for the Covered 

Action, was in fact an award to Claimant 5 for his/her reporting. Claimant 5 also argues that Redacted

he/she communicated with Commissioners and the Ombudsman in approximately 

two months after the Covered Action was filed, informing them of the information contained in 

Claimant 5’s submission to Other Agency B three months earlier; Claimant 5 states that 

Commission staff told him/her the “SEC does not handle what I reported [and] gave other 

resources.” As a result, Claimant 5 argues he/she was “not allow[ed] . . . the 90 [day] window to 
file a claim for [the Covered Action or for other actions filed during the same month].” Claimant 

5 also states that he/she “is a layman . . . doing the best [he/she] can.” 

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.5 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;6 or (ii) the conduct was already 

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

success of the action.”7 

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.8 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.9 

A claimant must also submit a whistleblower award claim within ninety days of the 

posting of a Notice of Covered Action (“NoCA”), as set forth in Exchange Act Rule 21F-10. 

This requirement serves important programmatic functions. The deadline ensures fairness to 

potential claimants by giving all an equal opportunity to have their competing claims evaluated 

at the same time. The deadline also brings finality to the claims process so that the Commission 

can make timely awards to meritorious whistleblowers.10 

A. Claimant 3 

Claimant 3 does not qualify for a whistleblower award because his/her information did 

not cause the staff to open the Investigation, nor did Claimant 3’s information cause the staff to 

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

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

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

8 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. 

9 Exchange Act Rel. No. 85412 at 8-9. 

10 See Securities Whistleblower Incentives and Protections, 76 Fed. Reg. 34300, 34300 (June 13, 2011); Order 

Determining Whistleblower Award Claim, Release No. 88464 at 3 (Mar. 24, 2020). 
inquire into different conduct in or significantly contribute to the ongoing Investigation. Redacted

As an 

initial matter, the record demonstrates that the Investigation was opened in 

based on the staff’s investigative efforts in connection with an earlier investigation and not based 

upon information provided by any claimant. The record also does not support Claimant 3’s 

contention that his/her submission to Other Agency A may have caused the staff to open the 

Investigation. A supplemental staff declaration, which we credit, confirms that the Investigation 

was not opened based upon any information from Other Agency A. 

In addition, the record does not show that Claimant 3’s information caused the staff to 

inquire into different conduct or significantly contributed to the Investigation. Claimant 3’s TCR 

was not forwarded to staff assigned to the Investigation, nor did staff assigned to the 

Investigation receive any information from or communicate with Claimant 3 before or during the 

Investigation. Lastly, the staff confirms in the supplemental declaration that it did not receive, 

review, or use any information related to Claimant 3 from Other Agency A before or during the 

Investigation. 

For these reasons, Claimant 3 is not eligible for a whistleblower award. 

B. Claimant 5 

Claimant 5 is not eligible for a whistleblower award on the grounds that Claimant 5 did 

not submit his/her award application within ninety days of the posting of the NoCA; instead, 

Claimant 5 submitted his/her application approximately seven months late. To the extent 

Claimant 5 argues that the Commission should use its authority under Exchange Act Rule 21F8(a) to waive the ninety-day filing requirement in the Covered Action, we decline.11 Rule 21F8(a) provides that “the Commission may, in its sole discretion, waive any of these procedures 

upon a showing of extraordinary circumstances.”12 We have explained that the “extraordinary 

circumstances” exception is “narrowly construed” and requires an untimely claimant to show 

that “the reason for the failure to timely file was beyond the claimant’s control.”13 Further, we 

have identified “attorney misconduct or serious illness” that prevented a timely filing as two 

examples of the “demanding showing” that an applicant must make before we will consider 

exercising our discretionary authority to excuse an untimely filing.14 

11 To the extent that Claimant 5 is asking that we invoke our exemptive authority under Section 36(a) of the 

Exchange Act to waive the timeliness requirement, we decline to do so for the reasons discussed herein. 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). 

12 Exchange Act Rule 21F-8(a), 17 C.F.R. § 240.21F-8(a). 

13 Order Determining Whistleblower Award Claim, Release No. 34-77368 at 3 (Mar. 14, 2016), pet. for rev. denied 

sub nom. Cerny v. SEC, 708 F. App’x 29 (2d Cir. 2017), cert. denied, 138 S.Ct. 2005 (2018). 

14 See Order Determining Whistleblower Award Claim, Release No. 77368 at 3; see also Order Determining 

Whistleblower Award Claim, Release No. 82181 (Nov. 30, 2017); Order Determining Whistleblower Award Claim, 

Release No. 72659 (July 23, 2014); Order Determining Whistleblower Award Claim, Release No. 72178 (May 16, 

2014). 
Claimant 5 does not meet that “demanding showing” here. While Claimant 5 states that 

he/she is suffering a significant illness, the record does not demonstrate that Claimant 5’s illness 

prevented him/her from submitting a whistleblower application in a timely manner. Further, 

Claimant 5’s lack of awareness of the submission deadline does not rise to the level of an 

“extraordinary circumstance.” As we have said in a prior order when addressing other untimely 

whistleblower applications: 

[T]he Commission is not obligated to notify a claimant of the posting of a NoCA or the 

deadline for submitting an award application. As we have explained, our whistleblower 

rules provide “for constructive, not actual, notice of the posting of a covered action and 

of the deadline for submitting a claim.” The NoCA for the Covered Action [was] clearly 

posted on the Commission’s website, along with the requisite deadline[]. Under our rules, 

that is all the notice that Claimant was due. 

“[A] lack of awareness about the [whistleblower award] program does not . . . rise to the 

level of an extraordinary circumstance as a general matter [since] potential claimants bear 

the ultimate responsibility to learn about the program and to take the appropriate steps to 

perfect their award applications.” “A potential claimant’s responsibility includes the 

obligation to regularly monitor the Commission’s web page for NoCA postings and to 

properly calculate the deadline for filing an award claim.” Claimant’s failure to regularly 

monitor the Commission’s web page for NoCA postings is not an “extraordinary 

circumstance” that might trigger our discretion to excuse the fact that Claimant submitted 

the award application more than two years late.15 

In addition, we are not persuaded by Claimant 5’s other contentions. RedactedWhile Claimant 5 

argues that he/she provided information to Other Agency B in approximately one 

month before the Covered Action was filed, the record does not demonstrate that staff assigned 

to the Investigation received any information from Other Agency B during that time that Redacted

advanced the Investigation. Claimant 5 submitted a TCR to the Commission in 

approximately seven months after the Commission filed the Covered Action.16 Further, the staff 

confirmed, in a supplemental declaration, that the staff did not receive, review, or use any 

information from Claimant 5 before or during the Investigation.17 

15 Order Determining Whistleblower Award Claim, Release No. 88464 at 3-4 (March 24, 2020) (internal citations 

omitted). 

16 Although not a separate ground for this denial, the record does not demonstrate that Claimant 5 provided 

information to the Commission that led to the success of the Covered Action. 

17 Further, Claimant 5’s argument that we consider the hardships he/she encountered does not warrant the granting 

of an award. While we may consider “any unique hardships experienced by the whistleblower as a result of his or 

her reporting,” such consideration does not apply to whether a claimant is eligible for an award, but instead to the 

amount of an award after a claimant has met all of the award eligibility criteria. See Rule 21F-6(b)(2)(vi). As 

discussed above, Claimant 5 has not met the eligibility criteria for an award. Accordingly, we need not consider 

Claimant 5’s argument regarding any hardships. 
Accordingly, Claimant 5 is not eligible for a whistleblower award. 

III. Conclusion

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

Claimant 3 and Claimant 5 in connection with the Covered Action be, and they hereby are, 

denied.18

By the Commission. 

Vanessa A. Countryman 

Secretary 

18 To the extent that each of the Claimants seeks a related action award, neither Claimant is eligible. Because each 

of the Claimants is not eligible for an award for the Covered Action, each of the Claimants is not eligible for an 

award based on a related action by another government agency. See 15 U.S.C. § 78u-6(b); Exchange Act Rule 21F3(b), (b)(1); Rule 21F-4(g) and (f), and Rule 21F-11(a); Order Determining Whistleblower Award Claims, Release 

No. 34-84506 (Oct. 30, 2018); Order Determining Whistleblower Award Claims, Release No. 34-84503 (Oct. 30, 

2018).