In re Peter M. Thomas

 
 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101164 / September 25, 2024 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-22180 
 
 
 
In the Matter of 
 
Peter M. Thomas, 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
 
 I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Peter M. Thomas (“Thomas” or 
“Respondent”).   
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
matter of these proceedings, which are admitted, and except as provided herein in Section V, 
Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 
a Cease-and-Desist Order (“Order”), as set forth below.   

 
 
 2 
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.  Section 16(a) of the Exchange Act and the rules 
promulgated thereunder require officers and directors of a company with a registered class of equity 
security, and any beneficial owners of greater than 10% of such class, to file certain reports of 
securities holdings and transactions.  Section 16(a) was motivated by a belief that “the most potent 
weapon against the abuse of inside information is full and prompt publicity” and by a desire “to give 
investors an idea of the purchases and sales by insiders which may in turn indicate their private 
opinion as to prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this 
informational purpose, the obligation to file applies irrespective of profits or the filer’s reasons for 
engaging in the transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing 
regulations accelerated the reporting deadline for most transactions to two business days and 
mandated that all reports be filed electronically on EDGAR to facilitate rapid dissemination to the 
public. 
2. While subject to these reporting requirements as a greater than 10% beneficial owner 
of the registered class of equity securities of Switch, Inc. (“Switch”), Respondent violated Section 
16(a) on multiple occasions by failing to timely file reports of transactions in Switch’s securities.   
Respondent 
3. Thomas, age 74, is a resident of Las Vegas, Nevada.  He was a greater than 10% 
beneficial owner of Switch’s Class A common stock since it was registered with the Commission 
under Section 12 in October 2017 in connection with its initial public offering and remained a 
greater than 10% beneficial owner until at least March 26, 2020.   
Issuer 
4. Switch is a Nevada corporation with its principal place of business in Las Vegas, 
Nevada.  Switch’s Class A common stock was registered with the Commission under Section 12 of 
the Exchange Act and traded on the New York Stock Exchange (ticker: SWCH) from October 2017 
to December 2022.  In December 2022, Switch completed a previously announced transaction to 
be acquired, and its stock ceased being publicly traded and registered with the Commission. 
 
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
any other person or entity in this or any other proceeding. 

 
 
 3 
 
Applicable Legal Framework 
5. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 
every person who is the beneficial owner of more than 10% of any class of any equity security 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).  For purposes of determining status as a greater than 
10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 
owner under Section 13(d) of the Exchange Act and the rules thereunder,
2
 subject to limited 
exceptions.   
6. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 
statements of holdings on Form 3 and keep this information current by reporting transactions on 
Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 
disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 
indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 
disclosing transactions resulting in a change in beneficial ownership within two business days 
following the execution date of the transaction, except for limited types of transactions eligible for 
deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 
securities, exercises and conversions of derivative securities, and grants or awards of securities from 
the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 
fiscal year-end to report any transactions or holdings that should have been, but were not, reported 
on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 
eligible for deferred reporting (unless the insider has previously reported all such transactions).    
7. There is no state of mind requirement for violations of Section 16(a) and the rules 
thereunder.
3
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
4
     
                                                 
2
  Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a beneficial owner of a 
security includes “any person who, directly or indirectly, through any contract, arrangement, understanding, 
relationship or otherwise” has or shares voting or investment power with respect to such security.  More than one 
person may be a beneficial owner of the same securities.  
3
   See, e.g., SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required 
to establish a violation of Section 16(a) of the Exchange Act); cf. SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 
(D.C. Cir. 1978) (“Indeed, the plain language of section 13(d)(1) gives no hint that intentional conduct need be 
found, but rather, appears to place a simple and affirmative duty of reporting on certain persons.  The legislative 
history confirms that Congress was concerned with providing disclosure to investors, and not merely with protecting 
them from fraudulent conduct”).        
4
   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 
(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 
(“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to whether violations of Section 
 

 
 
 4 
 
Respondent Failed to File Required Section 16(a) Reports on a Timely Basis 
8. Since Switch’s Class A common stock became registered with the Commission 
on October 5, 2017 until at least March 26, 2020, Respondent was subject to the reporting 
requirements of Exchange Act Section 16(a) as a greater than 10% beneficial owner.  Respondent 
timely filed an initial statement of beneficial ownership on Form 3 on October 5, 2017. 
9. Subsequently, Respondent failed to file any of the required reports on Forms 4 for 
his transactions in Switch’s securities between September 11, 2018 and January 8, 2019.  On 
February 14, 2019, Respondent filed a Form 4 and Form 5 to report open-market purchases or 
sales of Switch’s Class A common stock on 25 dates that were required to be reported within two 
business days of the date of the transactions.  Thereafter, Respondent also failed to file on a 
timely basis certain conversions of Class B common stock to Class A common stock and other 
transactions that were also required to be reported on Form 4 within two business days.  
Respondent’s late reports include transactions executed on the following dates:   
Form Type Date of Trans. Due Date Date Filed 
5 09/11/2018 09/13/2018 02/14/2019 
5 09/17/2018 09/19/2018 02/14/2019 
5 09/19/2018 09/21/2018 02/14/2019 
5 09/20/2018 09/24/2018 02/14/2019 
5 09/21/2018 09/25/2018 02/14/2019 
5 09/24/2018 09/26/2018 02/14/2019 
5 10/02/2018 10/04/2018 02/14/2019 
5 10/04/2018 10/09/2018 02/14/2019 
5 10/09/2018 10/11/2018 02/14/2019 
5 11/05/2018 11/07/2018 02/14/2019 
5 11/08/2018 11/13/2018 02/14/2019 
5 11/09/2018 11/14/2018 02/14/2019 
5 11/12/2018 11/14/2018 02/14/2019 
5 11/13/2018 11/15/2018 02/14/2019 
                                                 
13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); see generally Mandated Electronic Filing 
and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 25788, 25792 
(May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one business day 
late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date violates 
Section 16(a)”) (emphasis added). 

 
 
 5 
 
Form Type Date of Trans. Due Date Date Filed 
5     11/14/2018 11/16/2018 02/14/2019 
5 11/15/2018 11/19/2018 02/14/2019 
5 11/16/2018 11/20/2018 02/14/2019 
5 11/20/2018 11/23/2018 02/14/2019 
5 11/23/2018 11/27/2018 02/14/2019 
5 11/28/2018 11/30/2018 02/14/2019 
5 11/30/2018 12/04/2018 02/14/2019 
5 12/04/2018 12/06/2018 02/14/2019 
5 12/14/2018 12/18/2018 02/14/2019 
4 01/04/2019 01/08/2019 02/14/2019 
4 01/08/2019 01/10/2019 02/14/2019 
4 07/02/2019 07/05/2019 12/2/2019 
4 11/15/2019 11/19/2019 11/21/2019 
 
10. Respondent’s late-reported purchases and sales between September 11, 2018 and 
January 8, 2019 had an aggregate market value of over $600,000. 
 
11. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder.  
Respondent’s Remedial Efforts 
12. In determining to accept Respondent’s Offer, the Commission considered 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 Accordingly, it is hereby ORDERED that: 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Section 16(a) of the Exchange 
Act and Rule 16a-3 promulgated thereunder.   

 
 
 6 
 
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $77,000 to the Securities and Exchange Commission, for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  Payment 
must be made in one of the following ways:   
(1)  Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2)  Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Peter M. Thomas as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to Thomas Smith, 
Associate Regional Director, Division of Enforcement, Securities and Exchange Commission, 
100 Pearl Street, Suite 20-100, New York, NY 10004.   
Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 

 
 
 7 
 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a 
debt for the violation by Respondent of the federal securities laws or any regulation or order 
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§ 523(a)(19). 
 
 By the Commission. 
 
 
       Vanessa A. Countryman 
       Secretary 
 

UNITED STATES OF AMERICA 

 Before the 

   SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101164 / September 25, 2024 

                                                               

ADMINISTRATIVE PROCEEDING 

File No. 3-22180 

 

 

 

In the Matter of 

 

Peter M. Thomas, 

 

Respondent. 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

 

 I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against Peter M. Thomas (“Thomas” or 

“Respondent”).   

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 

matter of these proceedings, which are admitted, and except as provided herein in Section V, 

Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 

a Cease-and-Desist Order (“Order”), as set forth below.   



 
 

 2 

 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.  Section 16(a) of the Exchange Act and the rules 

promulgated thereunder require officers and directors of a company with a registered class of equity 

security, and any beneficial owners of greater than 10% of such class, to file certain reports of 

securities holdings and transactions.  Section 16(a) was motivated by a belief that “the most potent 

weapon against the abuse of inside information is full and prompt publicity” and by a desire “to give 

investors an idea of the purchases and sales by insiders which may in turn indicate their private 

opinion as to prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this 

informational purpose, the obligation to file applies irrespective of profits or the filer’s reasons for 

engaging in the transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing 

regulations accelerated the reporting deadline for most transactions to two business days and 

mandated that all reports be filed electronically on EDGAR to facilitate rapid dissemination to the 

public. 

2. While subject to these reporting requirements as a greater than 10% beneficial owner 

of the registered class of equity securities of Switch, Inc. (“Switch”), Respondent violated Section 

16(a) on multiple occasions by failing to timely file reports of transactions in Switch’s securities.   

Respondent 

3. Thomas, age 74, is a resident of Las Vegas, Nevada.  He was a greater than 10% 

beneficial owner of Switch’s Class A common stock since it was registered with the Commission 

under Section 12 in October 2017 in connection with its initial public offering and remained a 

greater than 10% beneficial owner until at least March 26, 2020.   

Issuer 

4. Switch is a Nevada corporation with its principal place of business in Las Vegas, 

Nevada.  Switch’s Class A common stock was registered with the Commission under Section 12 of 

the Exchange Act and traded on the New York Stock Exchange (ticker: SWCH) from October 2017 

to December 2022.  In December 2022, Switch completed a previously announced transaction to 

be acquired, and its stock ceased being publicly traded and registered with the Commission. 

 

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 

any other person or entity in this or any other proceeding. 



 
 

 3 

 

Applicable Legal Framework 

5. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 

every person who is the beneficial owner of more than 10% of any class of any equity security 

registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 

any such security (collectively, “insiders”).  For purposes of determining status as a greater than 

10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 

owner under Section 13(d) of the Exchange Act and the rules thereunder,2 subject to limited 

exceptions.   

6. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 

statements of holdings on Form 3 and keep this information current by reporting transactions on 

Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 

date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 

disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 

indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 

disclosing transactions resulting in a change in beneficial ownership within two business days 

following the execution date of the transaction, except for limited types of transactions eligible for 

deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 

securities, exercises and conversions of derivative securities, and grants or awards of securities from 

the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 

fiscal year-end to report any transactions or holdings that should have been, but were not, reported 

on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 

eligible for deferred reporting (unless the insider has previously reported all such transactions).    

7. There is no state of mind requirement for violations of Section 16(a) and the rules 

thereunder.3  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.4     

                                                 
2  Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a beneficial owner of a 

security includes “any person who, directly or indirectly, through any contract, arrangement, understanding, 

relationship or otherwise” has or shares voting or investment power with respect to such security.  More than one 

person may be a beneficial owner of the same securities.  

3   See, e.g., SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required 

to establish a violation of Section 16(a) of the Exchange Act); cf. SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 

(D.C. Cir. 1978) (“Indeed, the plain language of section 13(d)(1) gives no hint that intentional conduct need be 

found, but rather, appears to place a simple and affirmative duty of reporting on certain persons.  The legislative 

history confirms that Congress was concerned with providing disclosure to investors, and not merely with protecting 

them from fraudulent conduct”).        

4   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 

(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 

(“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to whether violations of Section 

 



 
 

 4 

 

Respondent Failed to File Required Section 16(a) Reports on a Timely Basis 

8. Since Switch’s Class A common stock became registered with the Commission 

on October 5, 2017 until at least March 26, 2020, Respondent was subject to the reporting 

requirements of Exchange Act Section 16(a) as a greater than 10% beneficial owner.  Respondent 

timely filed an initial statement of beneficial ownership on Form 3 on October 5, 2017. 

9. Subsequently, Respondent failed to file any of the required reports on Forms 4 for 

his transactions in Switch’s securities between September 11, 2018 and January 8, 2019.  On 

February 14, 2019, Respondent filed a Form 4 and Form 5 to report open-market purchases or 

sales of Switch’s Class A common stock on 25 dates that were required to be reported within two 

business days of the date of the transactions.  Thereafter, Respondent also failed to file on a 

timely basis certain conversions of Class B common stock to Class A common stock and other 

transactions that were also required to be reported on Form 4 within two business days.  

Respondent’s late reports include transactions executed on the following dates:   

Form Type Date of Trans. Due Date Date Filed 

5 09/11/2018 09/13/2018 02/14/2019 

5 09/17/2018 09/19/2018 02/14/2019 

5 09/19/2018 09/21/2018 02/14/2019 

5 09/20/2018 09/24/2018 02/14/2019 

5 09/21/2018 09/25/2018 02/14/2019 

5 09/24/2018 09/26/2018 02/14/2019 

5 10/02/2018 10/04/2018 02/14/2019 

5 10/04/2018 10/09/2018 02/14/2019 

5 10/09/2018 10/11/2018 02/14/2019 

5 11/05/2018 11/07/2018 02/14/2019 

5 11/08/2018 11/13/2018 02/14/2019 

5 11/09/2018 11/14/2018 02/14/2019 

5 11/12/2018 11/14/2018 02/14/2019 

5 11/13/2018 11/15/2018 02/14/2019 

                                                 
13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); see generally Mandated Electronic Filing 

and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 25788, 25792 

(May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one business day 

late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date violates 

Section 16(a)”) (emphasis added). 



 
 

 5 

 

Form Type Date of Trans. Due Date Date Filed 

5     11/14/2018 11/16/2018 02/14/2019 

5 11/15/2018 11/19/2018 02/14/2019 

5 11/16/2018 11/20/2018 02/14/2019 

5 11/20/2018 11/23/2018 02/14/2019 

5 11/23/2018 11/27/2018 02/14/2019 

5 11/28/2018 11/30/2018 02/14/2019 

5 11/30/2018 12/04/2018 02/14/2019 

5 12/04/2018 12/06/2018 02/14/2019 

5 12/14/2018 12/18/2018 02/14/2019 

4 01/04/2019 01/08/2019 02/14/2019 

4 01/08/2019 01/10/2019 02/14/2019 

4 07/02/2019 07/05/2019 12/2/2019 

4 11/15/2019 11/19/2019 11/21/2019 

 

10. Respondent’s late-reported purchases and sales between September 11, 2018 and 

January 8, 2019 had an aggregate market value of over $600,000. 

 

11. As a result of the conduct described above, Respondent violated Section 16(a) of 

the Exchange Act and Rule 16a-3 thereunder.  

Respondent’s Remedial Efforts 

12. In determining to accept Respondent’s Offer, the Commission considered 

remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 Accordingly, it is hereby ORDERED that: 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Section 16(a) of the Exchange 

Act and Rule 16a-3 promulgated thereunder.   



 
 

 6 

 

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $77,000 to the Securities and Exchange Commission, for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  Payment 

must be made in one of the following ways:   

(1)  Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2)  Respondent may make direct payment from a bank account via Pay.gov through 

the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3)  Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and hand-

delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Peter M. Thomas as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to Thomas Smith, 

Associate Regional Director, Division of Enforcement, Securities and Exchange Commission, 

100 Pearl Street, Suite 20-100, New York, NY 10004.   

Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 



 
 

 7 

 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 

admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a 

debt for the violation by Respondent of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§ 523(a)(19). 

 

 By the Commission. 

 

 

       Vanessa A. Countryman 

       Secretary 

 


	Respondent