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

UNITED STATES OF AMERICA 
Be fore  the 
SECURITIES AND EXCHANGE COMMISSION 
 
INVESTMENT ADVISERS ACT OF 1940 
Re le ase No. 5898 / October 28, 2021 
 
ADMINISTRATIVE PROCEEDING 
File  No. 3-20635 
 
 
In the  Matte r of 
 
Le xion Capital Manage me nt LP, 
 
Re s ponde nt. 
 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 203(e ) AND 203(k) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND 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 Sections  203(e)  and 203(k)  of the Investment  Advisers  Act of 1940 
(“Advisers Act”) against Lexion  Capital  Management  LP (“LCM” 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 it  and the subject  matter of  these 
proceedings,  which  are admitted,  Respondent  consents to  the entry of  this  Order Instituting 
Administrative  and Cease-and-Desist Proceedings  Pursuant to  Sections  203(e)  and 203(k)  of the 
Investment  Advisers  Act of 1940,  Making  Findings,  and Imposing  Remedial  Sanctions  and  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 that:  
 
Summary 
 
1. This matter involves LCM’s failure to file with the Commission and to deliver to 
retail investor  clients its Form  CRS.  LCM was required  to file  its  initial  Form  CRS with  the 
Commission  as Part 3 of its  Form  ADV and to  begin  delivering  its  Form  CRS to  prospective  and 
new retail investor clients,  as applicable,  by  June 30,  2020.   LCM was further  required  to  deliver 
its  Form  CRS to  existing  retail  investor  clients  by  July  30,  2020.   The firm  failed  to  file  and 
deliver  Form  CRS by  these deadlines,  not  becoming  compliant  until May 2021.   As a result, 
LCM violated  Advisers  Act Section  204  and Rules  204-1  and 204-5  thereunder. 
Re s ponde nt 
2. LCM is a Delaware limited  partnership with its principal  place of business in New 
York, New York as reported in  public  disclosure documents.  LCM has been registered with the 
Commission  as an investment adviser since January 11,  2012.  On its Form  ADV dated July 6, 
2021, LCM reported that it  had approximately  $81M  in  regulatory assets under management and 76 
individual  clients.   
Facts 
3. On June 5,  2019, the Commission  adopted  Form  CRS and  rules creating  new 
requirements—the  Form  CRS Filing  Requirement  and the Form  CRS Delivery  Requirement 
(collectively,  the “Requirements”)—for  Commission-registered  investment  advisers  offering 
services to a retail  investor.
1
  See Form CRS Relationship Summary; Amendments to Form ADV, 
Release Nos. 34-86032  & IA-5247 (June 5, 2019) (effective September 10, 2019) (“Form CRS 
Adopting Release”). 
 
4. The Form CRS Filing Requirement.  First,  Rule  204-1(e)  under the  Advisers  Act 
requires  all  Commission-registered  investment  advisers  offering  services to  a retail  investor 
(“Retail RIAs”) to amend their Form ADV by electronically  filing  on the Investment Adviser 
Registration Database (“IARD”) an initial  Form CRS satisfying the requirements  of Part 3 of 
Form  ADV no later  than June 30,  2020. 
 
5. The Form CRS Delivery Requirement.  Second, Rule  204-5  under the Advisers 
Act requires  Retail  RIAs to  deliver  their  current Form  CRS to  each retail  investor  client.   
Specifically,  under  Rule  204-5(b)  under  the Advisers  Act,  the Retail  RIA must  deliver:  (1)  to 
each retail  investor  client  its  current Form  CRS before or  at the time  the firm  enters into  an 
                                              
1
  For purposes of Form CRS, the term “retail investor” means “a natural person, or the 
legal  representative  of such natural  person,  who seeks to receive or  receives services primarily 
for personal, family or household purposes.”  Rule 204-5(d)(2)  under  the Advisers  Act. 

3 
investment  advisory  contract with  that  client;  and (2)  to each retail  investor  client  who  is an 
existing client the Retail RIA’s current Form CRS before or at the time the firm: 
 opens a new account that is different from the retail investor client’s 
existing  account(s); 
 recommends  that  the retail  investor  client  roll  over assets from  a 
retirement  account  into  a new or existing  account  or investment;  or 
 recommends  or  provides  a new investment  advisory  service or  investment 
that does not  necessarily  involve  the opening  of a new account and  would 
not  be held  in  an existing  account. 
See Rule  204-5(b)(1)  & (b)(2).  Rule  204-5(b)(3)  also  requires  Retail  RIAs to post  their  current 
Form  CRS prominently  on  their  website,  if  they have one,  in  a location  and  format that  is easily 
accessible  to retail  investors.   The deadline  for Retail  RIAs to begin  complying  with the Form 
CRS Delivery  Requirement  was June 30,  2020  for prospective  and  new retail  investor  clients  and 
July  30,  2020  for the initial  delivery  to existing  retail  investor  clients.   See Rule 204-5(e)(1)  & 
(e)(2); Form CRS Adopting Release at 239, 242,  406-407; Form  ADV, Part 3:  Instructions  to 
Form  CRS,  General  Instruction  7.C (Sept. 2019). 
 
6. LCM failed  to  comply  with  the Requirements  by  its  regulatory  deadlines,  and 
began complying  only after the Division  of Examinations  (“EXAMS”) contacted the firm 
regarding  the failure  to  file  its  Form  CRS.  Specifically,  EXAMS  contacted LCM’s Chief 
Compliance  Officer by  email  on  October 14,  2020  to  alert her that the firm  had failed  to file 
Form  CRS.  LCM,  however,  still  did  not  file  its  Form  CRS.  On May 10,  2021,  EXAMS  again 
contacted LCM but this time to announce an examination  relating to the firm’s failure to file 
Form  CRS.  LCM finally  filed  Form  CRS with  the Commission  on May 13,  2021,  and the firm 
did  not  deliver  Form  CRS  to its  existing  retail  investor  clients  until May 2021.  In  addition, LCM 
failed  to post  Form  CRS on  its  website  until May 2021.   
 
Violations 
7. As a result  of the conduct  described  above, LCM willfully
2
 violated  Section  204 
of the Advisers  Act and Rules  204-1  and 204-5  thereunder. 
 
IV. 
                                              
2
  “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).  The decision  in The 
Robare Group, Ltd. v. SEC, which construed the term “willfully”  for purposes of a differently 
structured  statutory  provision,  does not  alter  that standard.  922  F.3d  468,  478-79  (D.C. Cir. 
2019) (setting forth the showing required to establish that a person has “willfully  omit[ted]” 
material  information  from  a required  disclosure  in  violation  of Section  207  of the Advisers  Act). 

4 
 In view  of the foregoing,  the Commission  deems it  appropriate  and  in  the public  interest 
to impose  the  sanctions  agreed to in  Respondent LCM’s Offer. 
 
 Accordingly,  pursuant  to Sections  203(e)  and 203(k)  of the Advisers  Act, it  is hereby 
ORDERED that: 
 
 A. Respondent cease and desist from committing  or causing any violations  and any 
future violations  of Advisers Act Section 204  and Rules 204-1  and 204-5  thereunder. 
 
B.  Respondent is censured. 
 
C.  Respondent  shall,  within  10  days of the  entry of this  Order, pay  a civil  money 
penalty  in  the amount  of $10,000 to the Securities  and  Exchange  Commission  for transfer to the 
general  fund  of the United  States Treasury, subject  to Securities  Exchange  Act of 1934  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 ht t p://www.sec.gov/about /offices/ofm.ht m; 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 
LCM 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 Lara Mehraban,  Associate Regional 
Director, New York Regional  Office,  Securities  and Exchange  Commission, Brookfield  Place, 
200  Vesey Street, Suite 400,  New York,  NY 10281. 
 
 D. 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,  it  shall  not  argue that  it  is  entitled  to,  nor  shall  it  benefit  by,  offset or reduction  of any 

5 
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 it  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. 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 5898 / October 28, 2021 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-20635 

 

 

In the Matter of 

 

Lexion Capital Management LP, 

 

Respondent. 

 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

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

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND 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 Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 
(“Advisers Act”) against Lexion Capital Management LP (“LCM” 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 it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the 
Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and 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 that:  

 

Summary 
 

1. This matter involves LCM’s failure to file with the Commission and to deliver to 

retail investor clients its Form CRS.  LCM was required to file its initial Form CRS with the 
Commission as Part 3 of its Form ADV and to begin delivering its Form CRS to prospective and 
new retail investor clients, as applicable, by June 30, 2020.  LCM was further required to deliver 
its Form CRS to existing retail investor clients by July 30, 2020.  The firm failed to file and 

deliver Form CRS by these deadlines, not becoming compliant until May 2021.  As a result, 
LCM violated Advisers Act Section 204 and Rules 204-1 and 204-5 thereunder. 

Respondent 

2. LCM is a Delaware limited partnership with its principal place of business in New 

York, New York as reported in public disclosure documents.  LCM has been registered with the 
Commission as an investment adviser since January 11, 2012.  On its Form ADV dated July 6, 
2021, LCM reported that it had approximately $81M in regulatory assets under management and 76 
individual clients.   

Facts 

3. On June 5, 2019, the Commission adopted Form CRS and rules creating new 
requirements—the Form CRS Filing Requirement and the Form CRS Delivery Requirement 
(collectively, the “Requirements”)—for Commission-registered investment advisers offering 

services to a retail investor.1  See Form CRS Relationship Summary; Amendments to Form ADV, 
Release Nos. 34-86032 & IA-5247 (June 5, 2019) (effective September 10, 2019) (“Form CRS 
Adopting Release”). 

 
4. The Form CRS Filing Requirement.  First, Rule 204-1(e) under the Advisers Act 

requires all Commission-registered investment advisers offering services to a retail investor 
(“Retail RIAs”) to amend their Form ADV by electronically filing on the Investment Adviser 
Registration Database (“IARD”) an initial Form CRS satisfying the requirements of Part 3 of 
Form ADV no later than June 30, 2020. 

 
5. The Form CRS Delivery Requirement.  Second, Rule 204-5 under the Advisers 

Act requires Retail RIAs to deliver their current Form CRS to each retail investor client.  
Specifically, under Rule 204-5(b) under the Advisers Act, the Retail RIA must deliver: (1) to 
each retail investor client its current Form CRS before or at the time the firm enters into an 

                                              
1  For purposes of Form CRS, the term “retail investor” means “a natural person, or the 

legal representative of such natural person, who seeks to receive or receives services primarily 
for personal, family or household purposes.”  Rule 204-5(d)(2) under the Advisers Act. 



3 

investment advisory contract with that client; and (2) to each retail investor client who is an 
existing client the Retail RIA’s current Form CRS before or at the time the firm: 

 opens a new account that is different from the retail investor client’s 
existing account(s); 

 recommends that the retail investor client roll over assets from a 
retirement account into a new or existing account or investment; or 

 recommends or provides a new investment advisory service or investment 
that does not necessarily involve the opening of a new account and would 

not be held in an existing account. 

See Rule 204-5(b)(1) & (b)(2).  Rule 204-5(b)(3) also requires Retail RIAs to post their current 

Form CRS prominently on their website, if they have one, in a location and format that is easily 
accessible to retail investors.  The deadline for Retail RIAs to begin complying with the Form 
CRS Delivery Requirement was June 30, 2020 for prospective and new retail investor clients and 
July 30, 2020 for the initial delivery to existing retail investor clients.  See Rule 204-5(e)(1) & 

(e)(2); Form CRS Adopting Release at 239, 242, 406-407; Form ADV, Part 3: Instructions to 
Form CRS, General Instruction 7.C (Sept. 2019). 
 

6. LCM failed to comply with the Requirements by its regulatory deadlines, and 

began complying only after the Division of Examinations (“EXAMS”) contacted the firm 
regarding the failure to file its Form CRS.  Specifically, EXAMS contacted LCM’s Chief 
Compliance Officer by email on October 14, 2020 to alert her that the firm had failed to file 
Form CRS.  LCM, however, still did not file its Form CRS.  On May 10, 2021, EXAMS again 

contacted LCM but this time to announce an examination relating to the firm’s failure to file 
Form CRS.  LCM finally filed Form CRS with the Commission on May 13, 2021, and the firm 
did not deliver Form CRS to its existing retail investor clients until May 2021.  In addition, LCM 
failed to post Form CRS on its website until May 2021.   

 

Violations 

7. As a result of the conduct described above, LCM willfully2 violated Section 204 

of the Advisers Act and Rules 204-1 and 204-5 thereunder. 
 

IV. 

                                              
2  “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).  The decision in The 
Robare Group, Ltd. v. SEC, which construed the term “willfully” for purposes of a differently 
structured statutory provision, does not alter that standard.  922 F.3d 468, 478-79 (D.C. Cir. 

2019) (setting forth the showing required to establish that a person has “willfully omit[ted]” 
material information from a required disclosure in violation of Section 207 of the Advisers Act).  



4 

 In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent LCM’s Offer. 
 

 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 
ORDERED that: 
 
 A. Respondent cease and desist from committing or causing any violations and any 

future violations of Advisers Act Section 204 and Rules 204-1 and 204-5 thereunder. 
 

B.  Respondent is censured. 
 

C.  Respondent shall, within 10 days of the entry of this Order, pay a civil money 
penalty in the amount of $10,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Securities Exchange Act of 1934 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 

LCM 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 Lara Mehraban, Associate Regional 

Director, New York Regional Office, Securities and Exchange Commission, Brookfield Place, 
200 Vesey Street, Suite 400, New York, NY 10281. 
 
 D. 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, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

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


5 

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 it 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. 
 

 

 By the Commission. 
 
 
 

Vanessa A. Countryman 
       Secretary