In re YieldStreet Inc.

 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES ACT OF 1933 
Release No. 11230 / September 12, 2023 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No.  6414 / September 12, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No.  3-21651 
 
 
 
In the Matter of 
 
YieldStreet Inc., and 
 
YieldStreet Management, LLC, 
 
Respondents. 
 
 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS 
PURSUANT TO SECTION 8A OF THE 
SECURITIES ACT OF 1933, SECTIONS 
203(e) AND 203(k) OF THE INVESTMENT 
ADVISERS ACT OF 1940, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
 
 
I. 
 
The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby 
are, instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) and 
Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against 
YieldStreet Inc. (“YS Inc.”) and YieldStreet Management, LLC (“YSM”) (collectively, 
“YieldStreet” or “Respondents”). 
 
II. 
 
In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement (the “Offers”) 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 them and the subject matter of 
these proceedings, which are admitted, Respondents consent to the entry of this Order Instituting 
Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act 
of 1933, and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making 

 
2 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
 
III. 
 
On the basis of this Order and Respondents’ Offers, the Commission finds that:  
 
Summary 
These proceedings arise out of YieldStreet’s failures to disclose critical information to 
investors in a September 2019 asset-backed securities offering that financed the deconstruction 
of retired ships. The failure to disclose such material information rendered statements made by 
YS Inc. and YSM misleading. From approximately June 2018 through September 2019 (the 
“Relevant Period”), private market alternative investment platform YieldStreet made six 
offerings of securities to finance loans to a single foreign borrower (the “Borrower”) to 
deconstruct ships. The ships served as collateral for the loans, and the Borrower was supposed to 
repay the loans with interest using the proceeds from the deconstruction. However, before the 
final offering involving the Borrower (the “Vessel Deconstruction VI Offering”) in September 
2019, YieldStreet received information showing that certain ships securing earlier loans to the 
Borrower were reported as “broken up” or deconstructed without any notice to YieldStreet or 
repayment of the loans those ships secured. YieldStreet also learned that a number of other ships 
that served as collateral for these loans could not be located because their tracking systems were 
not operating. After YieldStreet received assurances from the Borrower that the ships still 
existed, YieldStreet proceeded with the Vessel Deconstruction VI Offering and raised $14.5 
million to fund additional loans to the Borrower without disclosing this material information to 
investors. YieldStreet later determined that the Borrower had stolen the deconstruction proceeds 
for several ships, including the ship securing the loan in the Vessel Deconstruction VI Offering. 
Investors in the Vessel Deconstruction VI Offering now face millions of dollars of losses.  
 
Respondents 
 
1. YieldStreet Inc. (“YS Inc.”) is a privately-held Delaware corporation, based in 
New York, New York. YS Inc. is not registered with the Commission in any capacity. YS Inc. 
operates the yieldstreet.com website through which it and affiliated entities solicited investors.  
 
2. YieldStreet Management, LLC (“YSM”) is a Delaware limited liability 
company, based in New York, New York and has been registered with the Commission as an 
investment adviser since 2016. YSM is a wholly owned subsidiary of YS Inc. and provides 
advisory services to pooled investment vehicles that offer securities to investors through the 
yieldstreet.com website. One of these pooled investment vehicles (the “Fund”) issued notes for 
the Vessel Deconstruction VI Offering. YS Inc. employees perform all functions to operate 
YSM’s business. 
 
Facts 
 
Structure of the Investments 
 
3. YS Inc. operates a website through which YS Inc., YSM, and other affiliated 

 
3 
entities offer accredited investors investments in a variety of “alternative” asset classes, 
including real estate, fine art, and supply chain finance loans. Throughout the Relevant Period, 
YS Inc. employees responsible for YieldStreet’s marine deconstruction asset class acted on 
behalf of both YS Inc. and YSM. 
 
4. YS Inc. and YSM formed the Fund to, among other things, offer investments 
backed by marine deconstruction loans beginning in 2018. These loans financed the activities of 
borrowers that specialize in acquiring retired ships and then transporting and selling them to 
another party that would break down and sell parts and materials from the ships.  
 
5. During the Relevant Period, YieldStreet affiliates made a series of loans to the 
Borrower, a group of companies based in the United Arab Emirates that transported retired ships 
and arranged their deconstruction. Each loan required the Borrower to make interest payments, 
with the balance due at a specified date intended to coincide with the Borrower’s sale of the ship 
to another entity that would perform the deconstruction.  
 
6. YieldStreet offered accredited investors securities of pooled investment vehicles 
in the form of borrower payment dependent notes (the “Investor Notes”) through six separate 
offerings, each of which indirectly financed loans to the Borrower. The Fund invested in asset-
backed loans, including whole loans and participation interests in loans. Returns on the Investor 
Notes depended on the performance of the loans that they funded. 
 
7. The Fund was the issuer for the Investor Notes sold through the Vessel 
Deconstruction VI Offering. YSM acted as the Fund’s manager and investment adviser for this 
offering. YieldStreet solicited investments in the Investor Notes through the YS Inc. website, 
yieldstreet.com. 
 
8. Each series of Investor Notes funded a specific marine deconstruction loan made 
to the Borrower. YieldStreet provided investors with various offering documents, including 
private placement memoranda and “Series Note Supplements,” which included specific 
disclosures related to the relevant loan, the collateral and other security for the loan, the 
Borrower, and the potential risks of the investment.  
 
9. The collateral for each of the loans was the ship, or “vessel,” to be deconstructed, 
though YieldStreet did not identify for investors the specific ships involved. YieldStreet’s right 
to the ship was the most important security for the loan and ultimately for the Investor Notes, and 
YieldStreet assured investors that the scrap value of the ship would always exceed the 
outstanding loan balance.  
 
10. Consistent with this investment structure, in the Series Note Supplements and 
other documents, YieldStreet told investors, among other things, that:  
 
a. the loan was “secured by a first mortgage lien on the Vessel”; 
 
b. “the aggregate scrap value of the Vessel [was required] to be no less than 
120% of the total outstanding principal amount of the Loan throughout its 

 
4 
term...”, and  
 
c. in the event of default, the lender “could exercise remedies in respect of its 
first mortgage lien and foreclose on the Vessel to recover on its outstanding 
principal and interest.”     
 
YieldStreet Discovers the “Broken Up” Status of Ships 
 
11. Each ship securing the Investor Notes was equipped with a standard Automatic 
Identification System (“AIS”). AIS is a broadcast system that acts like a transponder and is 
intended to show the precise location of the ship, which it can update as often as every two 
seconds. Data provided by AIS systems, together with ship status information (e.g., whether a 
ship is deconstructed or “broken up”), is gathered and reported by various independent providers 
and is available to the public through free or subscription-based services.  
 
12. Before July 2019, YieldStreet did not use the publicly available information 
services to track the location or status information for ships that secured loans to the Borrower. 
YieldStreet relied on a third party (the “Servicer”) to service the loans and “monitor” the 
collateral, but the Servicer did not regularly track each ship’s reported status or location.  
 
13. In late July 2019, because of concerns about compliance with international 
sanctions regimes, YieldStreet personnel working in Greece asked an outside contractor (not the 
Servicer) to use the publicly available information services to track all vessels securing the loans 
made to the Borrower. Several days after the initial request, the outside contractor reported that a 
few of the ships that secured loans to the Borrower “appear ‘broken up.’” According to the 
outside contractor, many of the vessels securing loans to the Borrower also had stale AIS 
information, meaning that the ships had not provided AIS updates for an extended period of time 
and could not be located.  
 
14. YieldStreet discussed these reports with the outside contractor and an outside 
marine specialist. Based on conversations with the outside marine specialist, YieldStreet 
personnel working in Greece believed that the public reports showing past deconstruction might 
be incorrect since ship owners may have been motivated to falsely report high numbers of 
vessels scrapped each year, and that the Borrower might have turned off AIS signals due to costs 
associated with keeping them on. 
 
15. In August 2019, YieldStreet held a call with the Borrower to discuss several issues 
regarding the loans and the collateral securing the loans. The Servicer and the outside contractor 
were also present for the call. During the call, YieldStreet asked about the itinerary of the vessels 
that secured loans to the Borrower and the fact that “AIS appears to be off” for certain vessels. 
YieldStreet asked the Borrower to ensure that AIS systems were operational at all times. However, 
YieldStreet did not ask the Borrower or Servicer why the ships were reported as “broken up” in 
publicly available information sources.  
 
16. After  the  call,  and  prior  to  the  final  offering, YieldStreet received from  the 
Borrower (including  via  the  Servicer) false sale  documents  and  assurances suggesting  that  the 

 
5 
ships  still  existed  and  were  under  contract  for  sale  and  deconstruction  at  a  later  date. However, 
YieldStreet never located the ships by, for example, verifying that the Borrower turned on AIS for 
the ships and obtaining updated AIS tracking information. 
 
17. In 2020, YieldStreet concluded that the Borrower had by that time already 
deconstructed all but one of the ships that collateralized loans to the Borrower, and that the 
Borrower had stolen the proceeds.  
 
YieldStreet Proceeds with the Final Offering 
 
18. YieldStreet proceeded with the Vessel Deconstruction VI Offering on September 
29, 2019. The offering documents for this offering made the same security and risk disclosures 
included in prior offerings, including the statement that, if the Borrower defaulted, the lender 
“could exercise remedies in respect of its first mortgage lien and foreclose on the Vessel to 
recover on its outstanding principal and interest.”  
 
19. In the Vessel Deconstruction VI Offering, YieldStreet failed to disclose any 
information concerning the stale AIS signals.  YieldStreet also failed to disclose the reports 
YieldStreet had received indicating that ships securing prior loans to the Borrower had been 
reported as “broken up” without notice to YieldStreet or repayment of the loans, and the 
heightened risk that YieldStreet would be unable to seize the collateral in the event of default. As 
a result, YieldStreet’s statements about the collateral and security for the Vessel Deconstruction 
VI Offering were materially false and misleading. . 
 
20. YSM also failed to adopt and implement written policies and procedures 
reasonably designed to prevent misleading disclosures to investors concerning the collateral for 
the loan that secured payments on the Investor Notes and the risk that YieldStreet might be 
unable to foreclose on ships in the event of default. 
 
21. In October 2019, the Borrower failed to make a payment on the loan backing the 
Vessel Deconstruction VI Offering. In response to Yieldstreet’s inquiries, the Borrower offered 
various excuses and apparently false assurances before the Borrower eventually claimed 
insolvency, without notice to Yieldstreet. YieldStreet later concluded that the Borrower had 
caused the ship securing the loan backing the Vessel Deconstruction VI Offering to be 
deconstructed on September 23, 2019, without notice to YieldStreet and without using the funds 
to repay the loan underlying the Vessel Deconstruction VI Offering. As a result, YieldStreet was 
unable to foreclose on the ship to mitigate investor losses.  
 
22. Since discovering the apparent fraud, Respondents have stopped offering 
securities to finance marine deconstruction loans and have voluntarily undertaken extensive 
litigation efforts that may result in recoveries for affected investors, including investors in the 
Vessel Deconstruction VI Offering.  
 
YieldStreet’s Remedial Efforts 
 
23. In determining to accept the Offers, the Commission considered remedial acts 

 
6 
promptly undertaken by Respondents and cooperation afforded the Commission staff. 
   
Violations 
 
24. As a result of the conduct described above, Respondents violated Section 17(a)(2) 
of the Securities Act, which prohibits, in the offer or sale of securities, obtaining money or 
property by means of any material misstatement or any omission to state a material fact 
necessary in order to make the statements made, in light of the circumstances under which they 
were made, not misleading. 
 
25. As a result of the conduct described above, Respondents violated Section 17(a)(3) 
of the Securities Act, which prohibits any person from directly or indirectly engaging in any 
transaction, practice, or course of business which operates or would operate as a fraud or deceit 
upon the purchaser in the offer or sale of securities. 
 
26. As a result of the conduct described above, YSM willfully
1
 violated, and YS Inc. 
caused YSM’s violations of, Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder, 
which make it unlawful for any investment adviser to a pooled investment vehicle to “[m]ake 
any untrue statement of a material fact or omit to state a material fact necessary to make the 
statements made, in the light of the circumstances under which they were made, not misleading, 
to any investor or prospective investor in the pooled investment vehicle” or “engage in any act, 
practice, or course of business that is fraudulent, deceptive, or manipulative with respect to any 
investor or prospective investor in the pooled investment vehicle.”   
 
27. As a result of the conduct described above, YSM willfully violated, and YS Inc. 
caused YSM’s violations of, Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder, 
which require a registered investment adviser to, among other things, “adopt and implement 
written policies and procedures reasonably designed to prevent violation” of the Advisers Act 
and the rules adopted thereunder.   
 
Disgorgement 
 
28. The disgorgement and prejudgment interest ordered in paragraph IV.C. is 
consistent with equitable principles and does not exceed Respondents’ net profits from their 
violations, and will be distributed to harmed investors to the extent feasible. Upon approval of 
the distribution final accounting by the Commission, any amounts remaining that are infeasible 
to return to investors may be transferred to the general fund of the U.S. Treasury, subject to 
Section 21F(g)(3) of the Exchange Act.  
 
IV. 
 
In view of the foregoing, the Commission deems it appropriate and in the public interest 
 
1
 “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act, “‘means no more than that 
the person charged with the duty knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) 
(quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)). There is no requirement that the actor “also be aware 
that he is violating one of the Rules or Acts.” Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).   

 
7 
to impose the sanctions agreed to in Respondents’ Offers. 
 
Accordingly, pursuant to Section 8A of the Securities Act and Sections 203(e) and 203(k) 
of the Advisers Act, it is hereby ORDERED that: 
 
A. Respondents shall cease and desist from committing or causing any violations and 
any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Section 206(4) 
of the Advisers Act and Rules 206(4)-7 and 206(4)-8 thereunder.  
 
B. Respondent YieldStreet Management, LLC is censured.   
 
C. Respondents shall pay disgorgement, prejudgment interest, and civil monetary 
penalties, jointly and severally, totaling $1,939,220.41 as follows: 
  
i. Respondents shall pay disgorgement of $888,909.16 and prejudgment 
interest of $50,311.25, which shall be offset by $601,650 from 
Respondents’ actions to forego collection of a fee receivable, consistent 
with the provisions of this Subsection C. 
 
ii. Respondents shall pay a civil monetary penalty in the amount of 
$1,000,000, consistent with the provisions of this Subsection C. 
 
iii. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as 
amended, a Fair Fund is created for the penalties, disgorgement and 
prejudgment interest described above for distribution to affected investors. 
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, Respondents agree that in any Related Investor Action, they shall 
not argue that they are entitled to, nor shall they benefit by, offset or 
reduction of any award of compensatory damages by the amount of any 
part of Respondents’ payment of a civil penalty in this action (“Penalty 
Offset”). If the court in any Related Investor Action grants such a Penalty 
Offset, Respondents agree that they 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 
Respondents 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. 
 
iv. Within ten (10) days of entry of this Order, Respondents shall deposit the 
full amount of the disgorgement, prejudgment interest, and civil money 

 
8 
penalties, less the amount already offset, (the “Fair Fund”) into an escrow 
account at a financial institution not unacceptable to the Commission staff 
and Respondents shall provide evidence of such deposit in a form 
acceptable to the Commission staff. The account holding the assets of the 
Fair Fund shall bear the name and the taxpayer identification number of 
the Fair Fund. If timely payment into the escrow account is not made, 
additional interest shall accrue pursuant to SEC Rule of Practice 600 [17 
C.F.R. § 201.600] and/or 31 U.S.C. § 3717.   
 
v. Respondents shall be responsible for administering the Fair Fund and may 
hire a professional at their own cost to assist in the administration of the 
distribution. The costs and expenses of administering the Fair Fund, 
including any such professional services, shall be borne by Respondents 
and shall not be paid out of the Fair Fund. 
 
vi. Respondents shall distribute from the Fair Fund an amount to each 
investor who invested in the Vessel Deconstruction VI Offering, pursuant 
to a disbursement calculation (the “Calculation”) that will be based on the 
amount each investor invested. The Calculation will be submitted to, 
reviewed, and approved by the Commission staff in accordance with this 
Subsection C. The Calculation shall be subject to a de minimis threshold. 
No portion of the Fair Fund shall be paid to any affected investor account 
in which Respondents, or any of their current or former officers or 
directors, has a financial interest.  
 
vii. Respondents shall, within ninety (90) days from the date of this Order, 
submit the Calculation to the Commission staff for review and approval. 
At or around the time of submission of the proposed Calculation to the 
staff, Respondents shall make themselves available, and shall require any 
third-parties or professionals retained by Respondents to assist in 
formulating the methodology for their Calculation and/or administration of 
the distribution to be available, for a conference call with the Commission 
staff to explain the methodology used in preparing the proposed 
Calculation and its implementation, and to provide the staff with an 
opportunity to ask questions. Respondents also shall provide the 
Commission staff such additional information and supporting 
documentation as the Commission staff may request for the purpose of its 
review. In the event of one or more objections by the Commission staff to 
Respondents’ proposed Calculation or any of its information or supporting 
documentation, Respondents shall submit a revised Calculation for the 
review and approval of the Commission staff or additional information or 
supporting documentation within ten (10) days of the date that the 
Commission staff notifies Respondents of the objection. The revised 
Calculation shall be subject to all of the provisions of this Subsection C. 
 
viii. Respondents shall, within thirty (30) days of the written approval of the 

 
9 
Calculation by the Commission staff, submit a payment file (the “Payment 
File”) for review and acceptance by the Commission staff demonstrating 
the application of the methodology to each affected investor. The Payment 
File should identify, at a minimum, (1) the name of each affected investor; 
(2) the net amount of the payment to be made, less any tax withholding; 
and (3) the amount of any de minimus threshold to be applied. The 
Respondents shall exclude from the payee file all payments to payees that 
appear on the U.S. Treasury Department Specially Designated Nationals 
List. 
 
ix. Respondents shall disburse all amounts payable to affected investors 
within ninety (90) days of the date the Commission staff accepts the 
Payment File unless such time period is extended as provided in Paragraph 
(xiv) of this Subsection C. Respondents shall notify the Commission staff 
of the date and the amount paid in the distribution. 
 
x. If Respondents are unable to distribute or return any portion of the Fair 
Fund for any reason, including an inability to locate an affected investor or 
a beneficial owner of an affected investor or any factors beyond 
Respondents’ control, Respondents shall transfer any such undistributed 
funds to the Commission for transmittal to the United States Treasury in 
accordance with Section 21F(g)(3) of the Exchange Act once the 
distribution of funds is complete and before the final accounting provided 
for in Paragraph (xiii) of this Subsection C is submitted to the Commission 
staff.  
 
xi. Payment must be made in one of the following ways: 
 
1) Respondents may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request; 
 
2) Respondents 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) Respondents 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 
 

 
10 
Payments by check or money order must be accompanied by a cover letter identifying 
YieldStreet Inc. and Yieldstreet Management, LLC as the Respondents 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 Osman Nawaz, Chief, Complex Financial Instruments Unit, Division of Enforcement, 
Securities and Exchange Commission, New York Regional Office, 100 Pearl Street, Suite 20-
100, New York, NY 10004.  
 
 
xii. The Fair Fund is a Qualified Settlement Fund (“QSF”) under Section 
468B(g) of the Internal Revenue Code (“IRC”), 26 U.S.C. §§1.468B.1-
1.468B.5. Respondents agree to be responsible for all tax compliance 
responsibilities associated with the Fair Fund’s status as a QSF. These 
responsibilities involve reporting and paying requirements of the Fund, 
including but not limited to: (1) tax returns for the Fair Fund; (2) 
information return reporting regarding the payments to investors, as 
required by applicable codes and regulations; and (3) obligations resulting 
from compliance with the Foreign Account Tax Compliance Act 
(“FATCA”). Respondents may retain any professional services necessary. 
The costs and expenses of tax compliance, including any such professional 
services, shall be borne by Respondents and shall not be paid out of the 
Fair Fund. 
 
xiii. Within one hundred fifty (150) days after Respondents complete the 
disbursement of all amounts payable to affected investors, Respondents 
shall return all undisbursed funds to the Commission pursuant to the 
instructions set forth in this Subsection C. The Respondents shall then 
submit to the Commission staff a final accounting and certification of the 
disposition of the Fair Fund for Commission approval, which final 
accounting and certification shall include, but not be limited to: (1) the 
amount paid to each payee; (2) the date of each payment; (3) the check 
number or other identifier of the money transferred; (4) the amount of any 
returned payment and the date received; (5) a description of the efforts to 
locate a prospective payee whose payment was returned or to whom a 
payment was not made for any reason; (6) the total amount, if any, to be 
forwarded to the Commission for transfer to the United States Treasury; 
and (7) an affirmation that Respondents have made payments from the 
Fair Fund to affected investors in accordance with the Calculation 
approved by the Commission staff. The final accounting and certification, 
together with proof and supporting documentation of such payment in a 
form acceptable to Commission staff, should be sent to Osman Nawaz, 
Chief, Complex Financial Instruments Unit, Division of Enforcement, 
Securities and Exchange Commission, New York Regional Office, 100 
Pearl Street, Suite 20-100, New York, NY 10004, or such other address as 
the Commission staff may provide. Respondents shall provide any and all 
supporting documentation for the accounting and certification to the 
Commission staff upon its request, and shall cooperate with any additional 

 
11 
requests by the Commission staff in connection with the accounting and 
certification. 
 
xiv. The Commission staff may extend any of the procedural dates set forth in 
this Subsection C for good cause shown. Deadlines for dates relating to 
the Fair Fund shall be counted in calendar days, except if the last day falls 
on a weekend or federal holiday, the next business day shall be considered 
the last day. 
 
 
By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

 

SECURITIES ACT OF 1933 

Release No. 11230 / September 12, 2023 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No.  6414 / September 12, 2023 

 

ADMINISTRATIVE PROCEEDING 

File No.  3-21651 

 

 

 

In the Matter of 

 

YieldStreet Inc., and 

 

YieldStreet Management, LLC, 

 

Respondents. 

 

 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, SECTIONS 

203(e) AND 203(k) OF THE INVESTMENT 

ADVISERS ACT OF 1940, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

 

 

I. 

 

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

the public interest that public administrative and cease-and-desist proceedings be, and hereby 

are, instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) and 

Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against 

YieldStreet Inc. (“YS Inc.”) and YieldStreet Management, LLC (“YSM”) (collectively, 

“YieldStreet” or “Respondents”). 

 

II. 

 

In anticipation of the institution of these proceedings, Respondents have submitted Offers 

of Settlement (the “Offers”) 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 them and the subject matter of 

these proceedings, which are admitted, Respondents consent to the entry of this Order Instituting 

Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act 

of 1933, and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making 



 

2 

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

 

III. 

 

On the basis of this Order and Respondents’ Offers, the Commission finds that:  

 

Summary 

These proceedings arise out of YieldStreet’s failures to disclose critical information to 

investors in a September 2019 asset-backed securities offering that financed the deconstruction 

of retired ships. The failure to disclose such material information rendered statements made by 

YS Inc. and YSM misleading. From approximately June 2018 through September 2019 (the 

“Relevant Period”), private market alternative investment platform YieldStreet made six 

offerings of securities to finance loans to a single foreign borrower (the “Borrower”) to 

deconstruct ships. The ships served as collateral for the loans, and the Borrower was supposed to 

repay the loans with interest using the proceeds from the deconstruction. However, before the 

final offering involving the Borrower (the “Vessel Deconstruction VI Offering”) in September 

2019, YieldStreet received information showing that certain ships securing earlier loans to the 

Borrower were reported as “broken up” or deconstructed without any notice to YieldStreet or 

repayment of the loans those ships secured. YieldStreet also learned that a number of other ships 

that served as collateral for these loans could not be located because their tracking systems were 

not operating. After YieldStreet received assurances from the Borrower that the ships still 

existed, YieldStreet proceeded with the Vessel Deconstruction VI Offering and raised $14.5 

million to fund additional loans to the Borrower without disclosing this material information to 

investors. YieldStreet later determined that the Borrower had stolen the deconstruction proceeds 

for several ships, including the ship securing the loan in the Vessel Deconstruction VI Offering. 

Investors in the Vessel Deconstruction VI Offering now face millions of dollars of losses.  

 

Respondents 

 

1. YieldStreet Inc. (“YS Inc.”) is a privately-held Delaware corporation, based in 

New York, New York. YS Inc. is not registered with the Commission in any capacity. YS Inc. 

operates the yieldstreet.com website through which it and affiliated entities solicited investors.  

 

2. YieldStreet Management, LLC (“YSM”) is a Delaware limited liability 

company, based in New York, New York and has been registered with the Commission as an 

investment adviser since 2016. YSM is a wholly owned subsidiary of YS Inc. and provides 

advisory services to pooled investment vehicles that offer securities to investors through the 

yieldstreet.com website. One of these pooled investment vehicles (the “Fund”) issued notes for 

the Vessel Deconstruction VI Offering. YS Inc. employees perform all functions to operate 

YSM’s business. 

 

Facts 

 

Structure of the Investments 

 

3. YS Inc. operates a website through which YS Inc., YSM, and other affiliated 



 

3 

entities offer accredited investors investments in a variety of “alternative” asset classes, 

including real estate, fine art, and supply chain finance loans. Throughout the Relevant Period, 

YS Inc. employees responsible for YieldStreet’s marine deconstruction asset class acted on 

behalf of both YS Inc. and YSM. 

 

4. YS Inc. and YSM formed the Fund to, among other things, offer investments 

backed by marine deconstruction loans beginning in 2018. These loans financed the activities of 

borrowers that specialize in acquiring retired ships and then transporting and selling them to 

another party that would break down and sell parts and materials from the ships.  

 

5. During the Relevant Period, YieldStreet affiliates made a series of loans to the 

Borrower, a group of companies based in the United Arab Emirates that transported retired ships 

and arranged their deconstruction. Each loan required the Borrower to make interest payments, 

with the balance due at a specified date intended to coincide with the Borrower’s sale of the ship 

to another entity that would perform the deconstruction.  

 

6. YieldStreet offered accredited investors securities of pooled investment vehicles 

in the form of borrower payment dependent notes (the “Investor Notes”) through six separate 

offerings, each of which indirectly financed loans to the Borrower. The Fund invested in asset-

backed loans, including whole loans and participation interests in loans. Returns on the Investor 

Notes depended on the performance of the loans that they funded. 

 

7. The Fund was the issuer for the Investor Notes sold through the Vessel 

Deconstruction VI Offering. YSM acted as the Fund’s manager and investment adviser for this 

offering. YieldStreet solicited investments in the Investor Notes through the YS Inc. website, 

yieldstreet.com. 

 

8. Each series of Investor Notes funded a specific marine deconstruction loan made 

to the Borrower. YieldStreet provided investors with various offering documents, including 

private placement memoranda and “Series Note Supplements,” which included specific 

disclosures related to the relevant loan, the collateral and other security for the loan, the 

Borrower, and the potential risks of the investment.  

 

9. The collateral for each of the loans was the ship, or “vessel,” to be deconstructed, 

though YieldStreet did not identify for investors the specific ships involved. YieldStreet’s right 

to the ship was the most important security for the loan and ultimately for the Investor Notes, and 

YieldStreet assured investors that the scrap value of the ship would always exceed the 

outstanding loan balance.  

 

10. Consistent with this investment structure, in the Series Note Supplements and 

other documents, YieldStreet told investors, among other things, that:  

 

a. the loan was “secured by a first mortgage lien on the Vessel”; 

 

b. “the aggregate scrap value of the Vessel [was required] to be no less than 

120% of the total outstanding principal amount of the Loan throughout its 



 

4 

term…”, and  

 

c. in the event of default, the lender “could exercise remedies in respect of its 

first mortgage lien and foreclose on the Vessel to recover on its outstanding 

principal and interest.”     

 

YieldStreet Discovers the “Broken Up” Status of Ships 

 

11. Each ship securing the Investor Notes was equipped with a standard Automatic 

Identification System (“AIS”). AIS is a broadcast system that acts like a transponder and is 

intended to show the precise location of the ship, which it can update as often as every two 

seconds. Data provided by AIS systems, together with ship status information (e.g., whether a 

ship is deconstructed or “broken up”), is gathered and reported by various independent providers 

and is available to the public through free or subscription-based services.  

 

12. Before July 2019, YieldStreet did not use the publicly available information 

services to track the location or status information for ships that secured loans to the Borrower. 

YieldStreet relied on a third party (the “Servicer”) to service the loans and “monitor” the 

collateral, but the Servicer did not regularly track each ship’s reported status or location.  

 

13. In late July 2019, because of concerns about compliance with international 

sanctions regimes, YieldStreet personnel working in Greece asked an outside contractor (not the 

Servicer) to use the publicly available information services to track all vessels securing the loans 

made to the Borrower. Several days after the initial request, the outside contractor reported that a 

few of the ships that secured loans to the Borrower “appear ‘broken up.’” According to the 

outside contractor, many of the vessels securing loans to the Borrower also had stale AIS 

information, meaning that the ships had not provided AIS updates for an extended period of time 

and could not be located.  

 

14. YieldStreet discussed these reports with the outside contractor and an outside 

marine specialist. Based on conversations with the outside marine specialist, YieldStreet 

personnel working in Greece believed that the public reports showing past deconstruction might 

be incorrect since ship owners may have been motivated to falsely report high numbers of 

vessels scrapped each year, and that the Borrower might have turned off AIS signals due to costs 

associated with keeping them on. 

 

15. In August 2019, YieldStreet held a call with the Borrower to discuss several issues 

regarding the loans and the collateral securing the loans. The Servicer and the outside contractor 

were also present for the call. During the call, YieldStreet asked about the itinerary of the vessels 

that secured loans to the Borrower and the fact that “AIS appears to be off” for certain vessels. 

YieldStreet asked the Borrower to ensure that AIS systems were operational at all times. However, 

YieldStreet did not ask the Borrower or Servicer why the ships were reported as “broken up” in 

publicly available information sources.  

 

16. After the call, and prior to the final offering, YieldStreet received from the 

Borrower (including via the Servicer) false sale documents and assurances suggesting that the 



 

5 

ships still existed and were under contract for sale and deconstruction at a later date. However, 

YieldStreet never located the ships by, for example, verifying that the Borrower turned on AIS for 

the ships and obtaining updated AIS tracking information. 

 

17. In 2020, YieldStreet concluded that the Borrower had by that time already 

deconstructed all but one of the ships that collateralized loans to the Borrower, and that the 

Borrower had stolen the proceeds.  

 

YieldStreet Proceeds with the Final Offering 

 

18. YieldStreet proceeded with the Vessel Deconstruction VI Offering on September 

29, 2019. The offering documents for this offering made the same security and risk disclosures 

included in prior offerings, including the statement that, if the Borrower defaulted, the lender 

“could exercise remedies in respect of its first mortgage lien and foreclose on the Vessel to 

recover on its outstanding principal and interest.”  

 

19. In the Vessel Deconstruction VI Offering, YieldStreet failed to disclose any 

information concerning the stale AIS signals.  YieldStreet also failed to disclose the reports 

YieldStreet had received indicating that ships securing prior loans to the Borrower had been 

reported as “broken up” without notice to YieldStreet or repayment of the loans, and the 

heightened risk that YieldStreet would be unable to seize the collateral in the event of default. As 

a result, YieldStreet’s statements about the collateral and security for the Vessel Deconstruction 

VI Offering were materially false and misleading. . 

 

20. YSM also failed to adopt and implement written policies and procedures 

reasonably designed to prevent misleading disclosures to investors concerning the collateral for 

the loan that secured payments on the Investor Notes and the risk that YieldStreet might be 

unable to foreclose on ships in the event of default. 

 

21. In October 2019, the Borrower failed to make a payment on the loan backing the 

Vessel Deconstruction VI Offering. In response to Yieldstreet’s inquiries, the Borrower offered 

various excuses and apparently false assurances before the Borrower eventually claimed 

insolvency, without notice to Yieldstreet. YieldStreet later concluded that the Borrower had 

caused the ship securing the loan backing the Vessel Deconstruction VI Offering to be 

deconstructed on September 23, 2019, without notice to YieldStreet and without using the funds 

to repay the loan underlying the Vessel Deconstruction VI Offering. As a result, YieldStreet was 

unable to foreclose on the ship to mitigate investor losses.  

 

22. Since discovering the apparent fraud, Respondents have stopped offering 

securities to finance marine deconstruction loans and have voluntarily undertaken extensive 

litigation efforts that may result in recoveries for affected investors, including investors in the 

Vessel Deconstruction VI Offering.  

 

YieldStreet’s Remedial Efforts 

 

23. In determining to accept the Offers, the Commission considered remedial acts 



 

6 

promptly undertaken by Respondents and cooperation afforded the Commission staff. 

   

Violations 

 

24. As a result of the conduct described above, Respondents violated Section 17(a)(2) 

of the Securities Act, which prohibits, in the offer or sale of securities, obtaining money or 

property by means of any material misstatement or any omission to state a material fact 

necessary in order to make the statements made, in light of the circumstances under which they 

were made, not misleading. 

 

25. As a result of the conduct described above, Respondents violated Section 17(a)(3) 

of the Securities Act, which prohibits any person from directly or indirectly engaging in any 

transaction, practice, or course of business which operates or would operate as a fraud or deceit 

upon the purchaser in the offer or sale of securities. 

 

26. As a result of the conduct described above, YSM willfully1 violated, and YS Inc. 

caused YSM’s violations of, Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder, 

which make it unlawful for any investment adviser to a pooled investment vehicle to “[m]ake 

any untrue statement of a material fact or omit to state a material fact necessary to make the 

statements made, in the light of the circumstances under which they were made, not misleading, 

to any investor or prospective investor in the pooled investment vehicle” or “engage in any act, 

practice, or course of business that is fraudulent, deceptive, or manipulative with respect to any 

investor or prospective investor in the pooled investment vehicle.”   

 

27. As a result of the conduct described above, YSM willfully violated, and YS Inc. 

caused YSM’s violations of, Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder, 

which require a registered investment adviser to, among other things, “adopt and implement 

written policies and procedures reasonably designed to prevent violation” of the Advisers Act 

and the rules adopted thereunder.   

 

Disgorgement 

 

28. The disgorgement and prejudgment interest ordered in paragraph IV.C. is 

consistent with equitable principles and does not exceed Respondents’ net profits from their 

violations, and will be distributed to harmed investors to the extent feasible. Upon approval of 

the distribution final accounting by the Commission, any amounts remaining that are infeasible 

to return to investors may be transferred to the general fund of the U.S. Treasury, subject to 

Section 21F(g)(3) of the Exchange Act.  

 

IV. 

 

In view of the foregoing, the Commission deems it appropriate and in the public interest 

 
1 “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act, “‘means no more than that 

the person charged with the duty knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) 

(quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)). There is no requirement that the actor “also be aware 

that he is violating one of the Rules or Acts.” Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).   



 

7 

to impose the sanctions agreed to in Respondents’ Offers. 

 

Accordingly, pursuant to Section 8A of the Securities Act and Sections 203(e) and 203(k) 

of the Advisers Act, it is hereby ORDERED that: 

 

A. Respondents shall cease and desist from committing or causing any violations and 

any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Section 206(4) 

of the Advisers Act and Rules 206(4)-7 and 206(4)-8 thereunder.  

 

B. Respondent YieldStreet Management, LLC is censured.   

 

C. Respondents shall pay disgorgement, prejudgment interest, and civil monetary 

penalties, jointly and severally, totaling $1,939,220.41 as follows: 

  

i. Respondents shall pay disgorgement of $888,909.16 and prejudgment 

interest of $50,311.25, which shall be offset by $601,650 from 

Respondents’ actions to forego collection of a fee receivable, consistent 

with the provisions of this Subsection C. 

 

ii. Respondents shall pay a civil monetary penalty in the amount of 

$1,000,000, consistent with the provisions of this Subsection C. 

 

iii. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as 

amended, a Fair Fund is created for the penalties, disgorgement and 

prejudgment interest described above for distribution to affected investors. 

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, Respondents agree that in any Related Investor Action, they shall 

not argue that they are entitled to, nor shall they benefit by, offset or 

reduction of any award of compensatory damages by the amount of any 

part of Respondents’ payment of a civil penalty in this action (“Penalty 

Offset”). If the court in any Related Investor Action grants such a Penalty 

Offset, Respondents agree that they 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 

Respondents 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. 

 

iv. Within ten (10) days of entry of this Order, Respondents shall deposit the 

full amount of the disgorgement, prejudgment interest, and civil money 



 

8 

penalties, less the amount already offset, (the “Fair Fund”) into an escrow 

account at a financial institution not unacceptable to the Commission staff 

and Respondents shall provide evidence of such deposit in a form 

acceptable to the Commission staff. The account holding the assets of the 

Fair Fund shall bear the name and the taxpayer identification number of 

the Fair Fund. If timely payment into the escrow account is not made, 

additional interest shall accrue pursuant to SEC Rule of Practice 600 [17 

C.F.R. § 201.600] and/or 31 U.S.C. § 3717.   

 

v. Respondents shall be responsible for administering the Fair Fund and may 

hire a professional at their own cost to assist in the administration of the 

distribution. The costs and expenses of administering the Fair Fund, 

including any such professional services, shall be borne by Respondents 

and shall not be paid out of the Fair Fund. 

 

vi. Respondents shall distribute from the Fair Fund an amount to each 

investor who invested in the Vessel Deconstruction VI Offering, pursuant 

to a disbursement calculation (the “Calculation”) that will be based on the 

amount each investor invested. The Calculation will be submitted to, 

reviewed, and approved by the Commission staff in accordance with this 

Subsection C. The Calculation shall be subject to a de minimis threshold. 

No portion of the Fair Fund shall be paid to any affected investor account 

in which Respondents, or any of their current or former officers or 

directors, has a financial interest.  

 

vii. Respondents shall, within ninety (90) days from the date of this Order, 

submit the Calculation to the Commission staff for review and approval. 

At or around the time of submission of the proposed Calculation to the 

staff, Respondents shall make themselves available, and shall require any 

third-parties or professionals retained by Respondents to assist in 

formulating the methodology for their Calculation and/or administration of 

the distribution to be available, for a conference call with the Commission 

staff to explain the methodology used in preparing the proposed 

Calculation and its implementation, and to provide the staff with an 

opportunity to ask questions. Respondents also shall provide the 

Commission staff such additional information and supporting 

documentation as the Commission staff may request for the purpose of its 

review. In the event of one or more objections by the Commission staff to 

Respondents’ proposed Calculation or any of its information or supporting 

documentation, Respondents shall submit a revised Calculation for the 

review and approval of the Commission staff or additional information or 

supporting documentation within ten (10) days of the date that the 

Commission staff notifies Respondents of the objection. The revised 

Calculation shall be subject to all of the provisions of this Subsection C. 

 

viii. Respondents shall, within thirty (30) days of the written approval of the 



 

9 

Calculation by the Commission staff, submit a payment file (the “Payment 

File”) for review and acceptance by the Commission staff demonstrating 

the application of the methodology to each affected investor. The Payment 

File should identify, at a minimum, (1) the name of each affected investor; 

(2) the net amount of the payment to be made, less any tax withholding; 

and (3) the amount of any de minimus threshold to be applied. The 

Respondents shall exclude from the payee file all payments to payees that 

appear on the U.S. Treasury Department Specially Designated Nationals 

List. 

 

ix. Respondents shall disburse all amounts payable to affected investors 

within ninety (90) days of the date the Commission staff accepts the 

Payment File unless such time period is extended as provided in Paragraph 

(xiv) of this Subsection C. Respondents shall notify the Commission staff 

of the date and the amount paid in the distribution. 

 

x. If Respondents are unable to distribute or return any portion of the Fair 

Fund for any reason, including an inability to locate an affected investor or 

a beneficial owner of an affected investor or any factors beyond 

Respondents’ control, Respondents shall transfer any such undistributed 

funds to the Commission for transmittal to the United States Treasury in 

accordance with Section 21F(g)(3) of the Exchange Act once the 

distribution of funds is complete and before the final accounting provided 

for in Paragraph (xiii) of this Subsection C is submitted to the Commission 

staff.  

 

xi. Payment must be made in one of the following ways: 

 

1) Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request; 

 

2) Respondents 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) Respondents 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 

 

http://www.sec.gov/about/offices/ofm.htm


 

10 

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

YieldStreet Inc. and Yieldstreet Management, LLC as the Respondents 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 Osman Nawaz, Chief, Complex Financial Instruments Unit, Division of Enforcement, 

Securities and Exchange Commission, New York Regional Office, 100 Pearl Street, Suite 20-

100, New York, NY 10004.  

 

 

xii. The Fair Fund is a Qualified Settlement Fund (“QSF”) under Section 

468B(g) of the Internal Revenue Code (“IRC”), 26 U.S.C. §§1.468B.1-

1.468B.5. Respondents agree to be responsible for all tax compliance 

responsibilities associated with the Fair Fund’s status as a QSF. These 

responsibilities involve reporting and paying requirements of the Fund, 

including but not limited to: (1) tax returns for the Fair Fund; (2) 

information return reporting regarding the payments to investors, as 

required by applicable codes and regulations; and (3) obligations resulting 

from compliance with the Foreign Account Tax Compliance Act 

(“FATCA”). Respondents may retain any professional services necessary. 

The costs and expenses of tax compliance, including any such professional 

services, shall be borne by Respondents and shall not be paid out of the 

Fair Fund. 

 

xiii. Within one hundred fifty (150) days after Respondents complete the 

disbursement of all amounts payable to affected investors, Respondents 

shall return all undisbursed funds to the Commission pursuant to the 

instructions set forth in this Subsection C. The Respondents shall then 

submit to the Commission staff a final accounting and certification of the 

disposition of the Fair Fund for Commission approval, which final 

accounting and certification shall include, but not be limited to: (1) the 

amount paid to each payee; (2) the date of each payment; (3) the check 

number or other identifier of the money transferred; (4) the amount of any 

returned payment and the date received; (5) a description of the efforts to 

locate a prospective payee whose payment was returned or to whom a 

payment was not made for any reason; (6) the total amount, if any, to be 

forwarded to the Commission for transfer to the United States Treasury; 

and (7) an affirmation that Respondents have made payments from the 

Fair Fund to affected investors in accordance with the Calculation 

approved by the Commission staff. The final accounting and certification, 

together with proof and supporting documentation of such payment in a 

form acceptable to Commission staff, should be sent to Osman Nawaz, 

Chief, Complex Financial Instruments Unit, Division of Enforcement, 

Securities and Exchange Commission, New York Regional Office, 100 

Pearl Street, Suite 20-100, New York, NY 10004, or such other address as 

the Commission staff may provide. Respondents shall provide any and all 

supporting documentation for the accounting and certification to the 

Commission staff upon its request, and shall cooperate with any additional 



 

11 

requests by the Commission staff in connection with the accounting and 

certification. 

 

xiv. The Commission staff may extend any of the procedural dates set forth in 

this Subsection C for good cause shown. Deadlines for dates relating to 

the Fair Fund shall be counted in calendar days, except if the last day falls 

on a weekend or federal holiday, the next business day shall be considered 

the last day. 

 

 

By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary