_________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97600 / May 26, 2023

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2023-63

_________________________________________________________________________ 

In the Matter of the Claim for an Award 

in connection with 

Redacted Redacted

Notice of Covered Action 

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIM 

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

denial of the whistleblower award claim jointly submitted by and 

(“Claimants”) in connection with the above-referenced covered action (the “Covered Action”). 

Redacted Redacted

The 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 filed a complaint in federal district court (“District 

Court”) against

 According to 

the Commission’s complaint 

The Commission charged 

Redacted

Redacted

Redacted

Redacted ***

1 The CRS also preliminarily determined to recommend that the award applications of two other claimants be 

denied. None of these claimants submitted a request for reconsideration and, as such, the Preliminary 

Determinations with respect to their award claims became the Final Order of the Commission, pursuant to Rule 21F10(f). 
The District Court issued partial final judgments against 

 and issued final judgments against 

 The defendants were each enjoined from violating Sections

 The final judgments 

also ordered each defendant to disgorge 

The 

defendants were ordered to pay disgorgement, penalties, and prejudgment interest totaling over 

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 Redacted Redacted Redacted Redacted Redacted Redacted

B. The Preliminary Determination 

On Redacted

 the CRS issued a Preliminary Determination recommending that 

Claimants’ claim 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 preliminarily 

determined 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 investigative staff responsible for the Covered Action never 

received any information from, or had any communications with Claimants before or during the 

Investigation. Further, neither of the Claimants provided any information that was used in or 

that contributed to the success of the investigation or the Covered Action. The CRS also denied 

Claimants’ request for any related action awards on the grounds that because Claimants were not 

eligible for an award in the Covered Action, they are not eligible for an award in connection with 

any related action.2 

C. Claimants’ Response to the Preliminary Determination 

Claimants submitted a timely written response contesting the Preliminary Determination 

(the “Response).”3 First, Claimants contend in the Response that they likely filed their tips 

before the Commission commenced its investigation that led to the Covered Action, so their tips 

likely led to and/or significantly aided the Commission’s investigation that resulted in the 

2 See 15 U.S.C. § 78u-6(b); Exchange Act Rule 21F-3(b), (b)(1); Rule 21F-4(g) and (f); Rule 21F-11(a); see also 

Order Determining Whistleblower Award Claim, Release No. 34-86902 (Sept. 9, 2019). 

3 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 
Claimants argue that their three Form TCRs, submitted on Redacted

Covered Action. 

 must have contributed to the opening of the 

Redacted

Commission’s investigation. Second, Claimants’ Response takes issue with the sufficiency of 

the record relied upon by the CRS in denying their claim for award. Claimants argue that, 

“[n]owhere in the Declaration or elsewhere in the SEC’s record supporting the Preliminary 

Determination is it stated or shown that any of the SEC investigators in the [Covered] Action did Redacted

not review the Claimants’ TCRs (which concerned the alleged in the 

[Covered] Action).” In particular, Claimants take issue that the CRS relied upon a declaration 

from someone overseeing the investigation instead of “enforcement staff or investigators directly 

engaged in the investigation....” Finally, Claimants contend that they did not receive the entirety 

of the record because the declaration from Division of Enforcement (“Enforcement”) staff 

contained certain redactions. 

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.4

 Among other things, to be considered original information the 

submission must be provided to the Commission for the first time after July 21, 2010.5 

Additionally, and as relevant here, original information will be deemed to lead to a successful 

enforcement 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 the 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

 For the reasons discussed below, 

Claimants’ information does not merit a whistleblower award in the Covered Action. 

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

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

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

7 See Exchange Act Rule 21-F-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 (same). 

9 Exchange Act Rel. No. 85412 at 8-9. 
First, Claimants’ information did not cause the staff to open the investigation that led to 

the Covered Action (the “Investigation”). Here, the Commission opened the Investigation when Redacted Redacted Redacted Redacted

staff in the identified a pattern of

 Based on this information, a matter under inquiry was 

opened on Although some of Claimants’ information was submitted prior to the 

opening of the Investigation, there is nothing in the record to suggest that any of Claimants’ 

information was used or considered by Enforcement staff assigned to the Investigation in 

connection with the opening of the Investigation. Likewise, the record does not demonstrate that 

Claimants’ information significantly contributed to the success of the Covered Action or caused 

the staff to inquire into different conduct that was later the subject of a successful Commission 

enforcement action. Indeed, sworn declarations from Enforcement staff assigned to the 

Investigation confirm that Claimants did not provide any information that was used in the 

Investigation or Covered Action.10 Accordingly, Claimants cannot be credited with causing the 

staff to open an investigation or inquire into different conduct, or with significantly contributing 

to the success of the Covered Action. 

Second, Claimants take issue with the sufficiency of the record relied upon by the CRS in 

denying their claim given that the record included a declaration from a supervisor instead of line 

investigative staff. In issuing its Preliminary Determination, the CRS relied in part on a 

declaration from an Assistant Regional Director assigned to the Investigation. The Assistant 

Regional Director stated that neither of the Claimants provided any information that was used in 

or that contributed to the success of the Investigation or Action. Although the Assistant Regional 

Director provided a sworn declaration that Claimants’ information was not used, Claimants took 

issue with his “managerial” or “supervisory” status and wrote that “[n]owhere in the Declaration 

or elsewhere in the SEC’s record supporting the Preliminary Determination is it stated or shown 

that any of the SEC investigators in the [Covered] Action did not review the Claimants’ Redacted

 TCRs 

(which concerned the alleged in the [Covered] Action).” (ital. added). 

A supplemental declaration, which we credit, from the investigative staff who was 

assigned to the Investigation, affirms that none of Claimants’ information was received, 

reviewed, or used in the Investigation or Covered Action. Further, this supplemental declaration 

directly refutes Claimants’ argument that their Form TCRs may have contributed to the opening 

of the Investigation because the information was received prior to the opening of the 

Investigation or because staff assigned to the Investigation may have searched the TCR system. 

Indeed, the investigative staff that conducted the Investigation specified that, “I do not recall 

receiving, reviewing or using any Form TCRs, or any other information, submitted by 

[Claimants], or submitted on their behalf by legal counsel11, in connection with the Investigation 

or Action.” We find that the record is sufficient to support a finding that Claimants’ information 

did not lead to the success of the Covered Action. 

Lastly, Claimants take issue with certain redactions made to the declaration when they 

were provided the record materials. In their Response, Claimants wrote that the declaration had 

been redacted in a way that appears to remove explanatory information regarding the staff’s 

10 Claimants’ contention that staff must have used the information in Claimants’ TCRs because the Enforcement 

manual requires investigative staff to periodically search the TCR system is not relevant in light of staff’s 

declaration that they neither received nor reviewed Claimants’ information. 11 The investigative staff’s declaration specifies Claimants’ legal counsel by name and firm. 
determination that Claimants did not cause or contribute to the Covered Action. This concern is 

misplaced. Claimants received the record materials as defined under Rule 21F-12. As reflected 

by the Confidentiality Agreement that Claimants (and their legal counsel) signed – “a claimant is 

authorized to receive only the materials listed in Rule 21F-12 that formed the basis for the 

determination with respect to his or her own award application.” Further, the agreement explains 

that “OWB may redact any information therein that relates to another claimant’s award 

application.” As further explained by OWB staff by email to the Claimants, and referenced by 

Claimants in their Response, “[t]he redacted portions of the declaration relate only to other 

claimants who applied for an award on this matter.” Based on our review, we note that 

Claimants received the record materials defined under Rule 21F-12 related to their own award 

application. 

For these reasons, Claimants are not entitled to a whistleblower award in connection with 

the Covered Action. 

III. Conclusion

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

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

By the Commission. 

J. Lynn Taylor

Assistant Secretary