In the Matter of the Claims for Award

1 
 
 
UNITED STATES OF AMERICA  
before the  
SECURITIES AND EXCHANGE COMMISSION 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 34-90284 / October 29, 2020 
WHISTLEBLOWER AWARD 
PROCEEDING 
File No. 2021-3 
 
 
In the Matter of the Claims for Award 
in connection with 
Redacted 
 
Notice of Covered Action 
Redacted 
 
 
 
ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 
 
The Claims Review Staff (“CRS”) issued a Preliminary Determination recommending 
Redacted 
(“Claimant 1”) receive a whistleblower award of over $10,000,000, equal to 
***
 percent ( 
***
 %) of the monetary sanctions collected in the above referenced Covered Act ion 
(“the Covered Acton”), and that the award applications submitted by 
Redacted 
(“Claimant 2”) and 
Redacted 
(“Claimant 3”) be denied. Claimant 1 provided written notice 
of Claimant 1’s decision not to contest the Preliminary Determination, and Claimants 2 and 3 
submitted timely notices contesting the preliminary denial of their award claims. For the reasons 
discussed below, the recommendations of the CRS are adopted. 
 
I. Background 
 
A. The Covered Action 
 
On 
Redacted 
, the Commission instituted and simultaneously settled 
administrative and cease-and-desist proceedings (“OIP”) against 
Redacted 
Company”), pursuant to which the Company consented to the entry of an Order 
 
 
In addition, the Company was ordered to pay 
, which has been fully collected. 
Redacted 
 
 
 
 
 
Redacted 
(“the 
that 

2 
 
 
According to the OIP, from 
Redacted 
, the Company committed 
violations of the federal securities laws and regulations arising from 
Redacted 
 
 
 
 
 
 
 
 
 
 
The Company also 
Redacted 
 
 
 
 
 
 
 
 
 
 
On 
Redacted 
, the Office of the Whistleblower posted the above-referenced 
Notice of Covered Action on the Commission’s public website inviting claimants to submit 
whistleblower award applications within 90 days.
1
 Claimants 1, 2, and 3 all filed timely 
whistleblower award claims. 
 
B. The 
On 
Redacted 
Action 
Redacted 
 
 
(“Other Agency”) filed a state civil 
complaint against the Company alleging, among other things, that the Company 
.
2
 The Other Agency filed 
Redacted 
Redacted 
. In 
Redacted 
, the Company entered into a settlement to 
resolve the Other Agency’s action. The allegations contained in the Other Agency’s settlement 
with the Company are substantially identical to the Commission’s charges in the Covered 
Action. According to staff of the Division of Enforcement responsible for the Covered Action 
(“Responsible Investigative Staff”), prior to the Other Agency’s complaint being filed in 
*** 
, they were aware of the conduct underlying every charge subsequently brought by the 
Commission against the Company in the Commission’s OIP. 
 
 
1
 See Exchange Act Rule 21F-10(a), 17 C.F.R. § 240.21F-10(a). 
 
2 
Redacted
 
 
(“Other Action”). 

3 
 
 
 
 
C. The Preliminary Determinations 
The Claims Review Staff (“CRS”)
3
 issued Preliminary Determinations
4
 recommending 
that: (1) Claimant 1 receive an award of more than $10 million, equal to 
***
 % of the monetary 
sanctions collected in the Covered Action; (2) the award claims of Claimant 2 and Claimant 3 in 
the Covered Action be denied; and (3) the related action award claims of Claimant 2 and 
Claimant 3 in connection with the Other Action brought by the Other Agency be denied.
5
 The 
CRS recommended that Claimant 2’s and Claimant 3’s award claims in the Covered Action be 
denied because their information did not lead to the success of the Covered Action as required 
under Exchange Act Rule 21F-4(c).
6
 Claimant 2 submitted a tip more than fourteen months after 
the Responsible Investigative Staff opened the Covered Action investigation (“Investigation”). 
While Responsible Investigative Staff received and reviewed Claimant 2’s information during 
the Investigation, the information was generally unrelated to the Investigation. Furthermore, 
Responsible Investigative Staff was not able to corroborate Claimant 2’s allegations, and 
Claimant 2’s information was not used in and had no impact on the Covered Action. 
Responsible Investigative Staff had no communications with, and received no information from, 
Claimant 3. 
 
The CRS also found that Claimants 2 and 3 were not eligible for an award in the Other 
Action, because: (1) they are not eligible for an award in the Covered Action; and (2) the Other 
 
 
 
 
3
 Rule 21F-10(d) under the Exchange Act provides that the CRS will “evaluate all timely whistleblower award 
claims submitted on Form WB-APP in accordance with the criteria set forth in the rules.” 
 
4
 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 
 
5
 The CRS also recommended that the award claims of four other individuals be denied. Because they did not 
request reconsideration, the preliminary denial of their claims is now deemed to be the Final Order of the 
Commission pursuant to Exchange Act Rule 21F-10(h). 
 
6
 As relevant here, information will be deemed to have led to a successful enforcement action if it was (1) 
“sufficiently specific, credible, and timely to cause the staff to commence an examination, open an investigation . . . 
or to inquire concerning different conduct as part of a current . . . investigation, and the Commission brought a 
successful judicial or administrative action based in whole or in part on conduct that was the subject of [this] 
information;” or (2) the information “significantly contributes” to the success of the enforcement action. Exchange 
Act Rules 21F-4(c)(1) & (2). In determining whether information significantly contributed to an enforcement 
action, we consider “whether the information allowed us to bring: (1) Our successful action in significantly less 
time or with significantly fewer resources; (2) additional successful claims; or (3) successful claims against 
additional individuals or entities.” Securities Whistleblower Incentives and Protections, 76 Fed. Reg. 34300, 34325 
(June 13, 2011). In other words, “[t]he individual’s information must have been ‘meaningful’ in that it ‘made a 
substantial and important contribution’ to the success of the covered action.’” Order Determining Whistleblower 
Award Claims, Exch. Act Rel. No. 85412, 2018 SEC LEXIS 615, at *16 (Mar. 26, 2019); Order Determining 
Whistleblower Award Claims, Exch. Act Rel. No. 82897, 2018 SEC LEXIS 750, at *16 (Mar. 19, 2018). 

4 
 
 
Action was a state civil action and therefore does not qualify as a related action under the 
Commission’s whistleblower rules.
7
 
 
D. Claimant 2’s Response to the Preliminary Determination 
Claimant 2 submitted a timely written response contesting the Preliminary 
Determination.
8
 Claimant 2’s request does not dispute that Claimant’s t ip was submitted more 
than fourteen months after the Responsible Investigative Staff opened its Investigation. Rather, 
Claimant 2 contends that his/her information helped exert pressure on the Company to enter into 
a global settlement with the Commission and the Other Agency. Claimant 2 states that in 
*** 
, after learning of the Other Agency’s 
Redacted 
complaint, Claimant 2 
contacted the Other Agency with significant information that 
Redacted 
the Other Action. Claimant 2 adds that after providing information to the 
Other Agency, the Other Agency then filed 
Redacted 
against the 
Company and later confirmed to Claimant 2 that the information he/she provided was helpful. 
Specifically, Claimant 2 states that Claimant 2’s information rebutted the Company’s 
Redacted 
 
. 
 
In addit ion, Claimant 2 asserts that Claimant 2’s evidence was purportedly important in 
proving that the Company was 
Redacted 
. As a result, Claimant 
2 asserts, the Company could not risk litigating with either the Other Agency or the Commission 
without exposing its falsehoods. In short, Claimant 2 maintains Claimant 2 should receive an 
award for Claimant 2’s role in “bringing [the Company] to the table in the Commission’s 
Covered Action.” In addition, Claimant 2 argues that the scope of the conduct charged in the 
Covered Action does not lessen the impact of Claimant 2’s evidence in significantly contributing 
to the global settlement that the Company entered into with the Other Agency and the 
Commission. Specifically, Claimant 2 argues that this “cause and effect” is not “undone” simply 
because the Commission ultimately brought charges that were narrower than those in the Other 
Agency’s 
Redacted 
.
 
 
E. Claimant 3’s Response to the Preliminary Determination 
Claimant 3 submitted a timely written response contesting the Preliminary 
Determination. Claimant 3 argues that Claimant 3 shared specific and detailed information with 
Commission staff members regarding 
and showed the Commission that 
Redacted 
Redacted 
 
 
Claimant 3 acknowledges having not communicated directly with the Responsible 
Investigative Staff. Nevertheless, Claimant 3 identifies various Commission staff in the Home 
 
7
 Rules 21F-3(b)(1) and 21F-11(a). See, e.g., Order Determining Whistleblower Award Claims, Exchange Act 
Release No. 34-86902 (Sept. 9, 2019). 
 
8
 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 

5 
 
 
Office and 
Redacted 
Regional Office (collectively, “Other Enforcement Staff”) with whom 
he/she spoke and believes that the Other Enforcement Staff may have relayed his/her information 
to the Responsible Investigative Staff. Claimant 3 also surmises that the Responsible 
Investigative Staff learned of certain terms used in the Covered Action, such as 
Redacted 
from information provided by Claimant 3. 
 
II. Analysis 
 
A. Claimant 1 
The record demonstrates that Claimant 1, a whistleblower, voluntarily provided 
original information to the Commission that caused the Responsible Investigative Staff to 
open the Investigation and led to the successful enforcement of the Covered Action.
9
 
Accordingly, Claimant 1 qualifies for a whistleblower award. 
 
Applying the award criteria specified in Rule 21F-6 of the Exchange Act to the specific 
facts and circumstances here, we find the proposed award amount is appropriate.
10
 In reaching 
that determination, we positively assessed the following facts: (1) Claimant 1’s information 
caused the Responsible Investigative Staff to open the Investigation; (2) it was Claimant 1’s 
information and ongoing assistance that led directly to almost every factual finding and charge 
against the Company; (3) Claimant 1 provided substantial assistance to the Responsible 
Investigative Staff, providing them with key evidence, communicating over a dozen times with 
the Responsible Investigative Staff, helping to decipher communications and distill complex 
issues, and saving significant Commission time and resources; (4) Claimant 1 raised concerns 
about the Company’s conduct internally, and, after determining the Company would not remedy 
the problem, reported Claimant 1’s concerns to the Commission; and (5) the law enforcement 
interests are very high. 
 
B. Claimant 2 
Claimant 2’s information does not satisfy Rule 21F-4(c)(1) as the Investigation was 
opened based on Claimant 1’s information, and not Claimant 2’s information, which was 
submitted fourteen months after the Investigation was opened. Claimant 2’s informat ion also 
does not satisfy Rule 21F-4(c)(2) because, as explained below, his/her information did not 
significantly contribute to the success of the Covered Action. 
 
First, according to the Responsible Investigative Staff, several months prior to receiving 
information from Claimant 2 or Claimant 2 providing information to the Other Agency, 
 
9
 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 
 
10 
In assessing the appropriate award amount, Exchange Act Rule 21F-6 provides that the Commission 
consider: (1) the significance of information provided to the Commission; (2) the assistance provided in the 
Commission action; (3) law enforcement interest in deterring violations by granting awards; (4) participation in 
internal compliance systems; (5) culpability; (6) unreasonable reporting delay; and (7) interference with internal 
compliance and reporting systems. 17 C.F.R. § 240.21F-6. 

6 
 
 
Responsible Investigative Staff was aware of the conduct underlying every charge subsequently 
brought by the Commission against the Company in the Commission’s OIP. Second, none of 
Claimant 2’s information was used in the Commission’s case against the Company. Responsible 
Investigative Staff confirmed that Claimant 2’s information was not directly relevant to what 
they were investigating. Moreover, Responsible Investigative Staff looked into Claimant 2’s 
allegations and was not able to substantiate his/her allegations. Third, even assuming, for the 
sake of argument, that Claimant 2’s information contributed to the Other Agency’s 
Redacted 
, that would not show that his/her information significantly contributed to the success 
of the Covered Action. This is because a claimant’s information must meaningfully advance the 
Commission’s investigation and resulting enforcement action, not another government agency’s 
investigation. Furthermore, Claimant 2’s information did not influence the Commission’s 
settlement with the Company. A primary member of the Responsible Investigative Staff 
confirmed in a supplemental declaration (“Supplemental Declaration”), which we credit, that 
Claimant 2’s information did not help settle the charges on more favorable terms. This is 
because Claimant 2’s information did not relate to the issues the Responsible Investigative Staff 
was investigating in the Investigation; nor could they substantiate Claimant 2’s allegations. In 
sum, the lack of any nexus between Claimant 2’s information and the Commission’s charges in 
the Covered Action is fatal to Claimant 2’s award claim. 
 
C. Claimant 3 
Claimant 3’s information does not satisfy Rule 21F-4(c)(1) as the Investigation was 
opened based on Claimant 1’s information, and not Claimant 3’s. Claimant 3’s information also 
does not satisfy Rule 21F-4(c)(2) because his/her information did not significantly contribute to 
the success of the Covered Action. Responsible Investigative Staff received no information 
from, nor had any communications with, Claimant 3. 
 
In response to Claimant 3’s reconsideration request, a primary member of the 
Responsible Investigative Staff confirmed in a Supplemental Declaration, which we credit, that 
while he spoke with the Other Enforcement Staff identified by Claimant 3 in his/her request for 
reconsideration, the Other Enforcement Staff did not provide him with any information that they 
may have received from Claimant 3. One of the attorneys in the 
Redacted 
Regional Office 
identified by Claimant 3 in his/her request for reconsideration also provided a declaration 
affirming that she did not provide any information that she received from Claimant 3, which 
related to entities other than the Covered Action Company, to the Responsible Investigative 
Staff.
11
 
 
Finally, other than pointing to general terms or concepts in his/her reconsideration 
request, Claimant 3 fails to identify any information that he/she provided that relates specifically 
to possible violations by the Company. Claimant 3’s award application and reconsideration 
request make clear that Claimant 3’s information related to alleged securities violations at other 
 
 
11
 Additionally, in connection with a prior, separate award claim by Claimant 3 for Covered Action 
Redacted 
, the
 
Home Office Enforcement staff responsible for that matter affirmed that while they received Claimant 3’s 
information, after meeting with Claimant 3, they determined that Claimant 3’s information did not relate to their 
investigation and referred Claimant 3 to staff in the 
Redacted 
Regional Office. 

7 
 
 
entities (such as 
Redacted 
). Furthermore, with respect to the general 
terms and concepts identified by Claimant 3 in his/her request for reconsideration, a primary 
member of the Responsible Investigative Staff affirmed that he developed his knowledge and 
understanding of these terms (e.g., 
Redacted 
)
 
through his past investigative work and not because of any information from Claimant 3. In 
sum, Claimant 3 fails to identify any new information that he/she provided that meaningfully 
advanced the Investigation or resulting Covered Action.
12
 
 
III. Conclusion 
Accordingly, it is hereby ORDERED that: (1) Claimant 1 shall receive an award of over 
$10 million, which is equal to 
***
 percent ( 
***
 %) of the monetary sanctions collected, or to be 
collected, in the Covered Action; (2) Claimant 2’s and 3’s whistleblower award applications in 
the Covered Action are denied; and (3) Claimant 2’s and 3’s whist leblower award applications  
in  the Other Action are denied. 
 
By the Commission. 
 
Vanessa A. Countryman 
Secretary 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12
 Claimant 2’s and Claimant 3’s related action award claims are also denied. This is because (1) they are not 
eligible for an award in the Commission’s Covered Action and (2) the Other Action was a state civil action and 
therefore does not qualify as a related action under the Commission’s whistleblower rules. Rules 21F-3(b)(1) and 
21F-11(a). See, e.g., Order Determining Whistleblower Award Claims, Exchange Act Release No. 86902 (Sept. 9, 
2019). 

1  

 

UNITED STATES OF AMERICA  

before the  

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 34-90284 / October 29, 2020 

WHISTLEBLOWER AWARD 
PROCEEDING 

File No. 2021-3 
 
 

In the Matter of the Claims for Award 

in connection with 

Redacted 
 

Notice of Covered Action Redacted 

 
 

 

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 
 

The Claims Review Staff (“CRS”) issued a Preliminary Determination recommending 
Redacted (“Claimant 1”) receive a whistleblower award of over $10,000,000, equal to 

*** percent ( *** %) of the monetary sanctions collected in the above referenced Covered Action 
(“the Covered Acton”), and that the award applications submitted by Redacted 

(“Claimant 2”) and Redacted (“Claimant 3”) be denied. Claimant 1 provided written notice 
of Claimant 1’s decision not to contest the Preliminary Determination, and Claimants 2 and 3 
submitted timely notices contesting the preliminary denial of their award claims. For the reasons 
discussed below, the recommendations of the CRS are adopted. 

 
I. Background 

 
A. The Covered Action 

 

On Redacted , the Commission instituted and simultaneously settled 
administrative and cease-and-desist proceedings (“OIP”) against Redacted 

Company”), pursuant to which the Company consented to the entry of an Order 
 
 

In addition, the Company was ordered to pay 
, which has been fully collected. 

Redacted 
 
 
 
 
 

Redacted 

(“the 

that 



2  

 

According to the OIP, from Redacted , the Company committed 
violations of the federal securities laws and regulations arising from Redacted 

 
 
 
 
 
 
 
 
 
 

The Company also Redacted 

 
 
 
 
 
 
 
 
 
 

On Redacted , the Office of the Whistleblower posted the above-referenced 
Notice of Covered Action on the Commission’s public website inviting claimants to submit 
whistleblower award applications within 90 days.1 Claimants 1, 2, and 3 all filed timely 
whistleblower award claims. 

 

B. The 

On 

Redacted Action 
Redacted 

 
 

(“Other Agency”) filed a state civil 
complaint against the Company alleging, among other things, that the Company 

.2 The Other Agency filed 
Redacted 

Redacted 

. In Redacted , the Company entered into a settlement to 
resolve the Other Agency’s action. The allegations contained in the Other Agency’s settlement 
with the Company are substantially identical to the Commission’s charges in the Covered 
Action. According to staff of the Division of Enforcement responsible for the Covered Action 
(“Responsible Investigative Staff”), prior to the Other Agency’s complaint being filed in *** 

, they were aware of the conduct underlying every charge subsequently brought by the 
Commission against the Company in the Commission’s OIP. 

 
 

1 See Exchange Act Rule 21F-10(a), 17 C.F.R. § 240.21F-10(a). 
 

2 Redacted  
(“Other Action”). 



3  

 
 
 

C. The Preliminary Determinations 

The Claims Review Staff (“CRS”)3 issued Preliminary Determinations4 recommending 
that: (1) Claimant 1 receive an award of more than $10 million, equal to *** % of the monetary 
sanctions collected in the Covered Action; (2) the award claims of Claimant 2 and Claimant 3 in 
the Covered Action be denied; and (3) the related action award claims of Claimant 2 and 
Claimant 3 in connection with the Other Action brought by the Other Agency be denied.5 The 
CRS recommended that Claimant 2’s and Claimant 3’s award claims in the Covered Action be 
denied because their information did not lead to the success of the Covered Action as required 
under Exchange Act Rule 21F-4(c).6 Claimant 2 submitted a tip more than fourteen months after 
the Responsible Investigative Staff opened the Covered Action investigation (“Investigation”). 
While Responsible Investigative Staff received and reviewed Claimant 2’s information during 
the Investigation, the information was generally unrelated to the Investigation. Furthermore, 
Responsible Investigative Staff was not able to corroborate Claimant 2’s allegations, and 
Claimant 2’s information was not used in and had no impact on the Covered Action. 
Responsible Investigative Staff had no communications with, and received no information from, 
Claimant 3. 

 
The CRS also found that Claimants 2 and 3 were not eligible for an award in the Other 

Action, because: (1) they are not eligible for an award in the Covered Action; and (2) the Other 
 
 
 
 

3 Rule 21F-10(d) under the Exchange Act provides that the CRS will “evaluate all timely whistleblower award 
claims submitted on Form WB-APP in accordance with the criteria set forth in the rules.” 

 
4 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 

 
5 The CRS also recommended that the award claims of four other individuals be denied. Because they did not 
request reconsideration, the preliminary denial of their claims is now deemed to be the Final Order of the 
Commission pursuant to Exchange Act Rule 21F-10(h). 

 
6 As relevant here, information will be deemed to have led to a successful enforcement action if it was (1) 
“sufficiently specific, credible, and timely to cause the staff to commence an examination, open an investigation . . . 
or to inquire concerning different conduct as part of a current . . . investigation, and the Commission brought a 
successful judicial or administrative action based in whole or in part on conduct that was the subject of [this] 
information;” or (2) the information “significantly contributes” to the success of the enforcement action. Exchange 
Act Rules 21F-4(c)(1) & (2). In determining whether information significantly contributed to an enforcement 
action, we consider “whether the information allowed us to bring: (1) Our successful action in significantly less 
time or with significantly fewer resources; (2) additional successful claims; or (3) successful claims against 
additional individuals or entities.” Securities Whistleblower Incentives and Protections, 76 Fed. Reg. 34300, 34325 
(June 13, 2011). In other words, “[t]he individual’s information must have been ‘meaningful’ in that it ‘made a 
substantial and important contribution’ to the success of the covered action.’” Order Determining Whistleblower 
Award Claims, Exch. Act Rel. No. 85412, 2018 SEC LEXIS 615, at *16 (Mar. 26, 2019); Order Determining 
Whistleblower Award Claims, Exch. Act Rel. No. 82897, 2018 SEC LEXIS 750, at *16 (Mar. 19, 2018). 



4  

 

Action was a state civil action and therefore does not qualify as a related action under the 
Commission’s whistleblower rules.7 

 
D. Claimant 2’s Response to the Preliminary Determination 

Claimant 2 submitted a timely written response contesting the Preliminary 
Determination.8 Claimant 2’s request does not dispute that Claimant’s tip was submitted more 
than fourteen months after the Responsible Investigative Staff opened its Investigation. Rather, 
Claimant 2 contends that his/her information helped exert pressure on the Company to enter into 
a global settlement with the Commission and the Other Agency. Claimant 2 states that in *** 

, after learning of the Other Agency’s Redacted complaint, Claimant 2 
contacted the Other Agency with significant information that Redacted 

the Other Action. Claimant 2 adds that after providing information to the 
Other Agency, the Other Agency then filed Redacted against the 
Company and later confirmed to Claimant 2 that the information he/she provided was helpful. 
Specifically, Claimant 2 states that Claimant 2’s information rebutted the Company’s Redacted 

 

. 
 

In addition, Claimant 2 asserts that Claimant 2’s evidence was purportedly important in 
proving that the Company was Redacted . As a result, Claimant 
2 asserts, the Company could not risk litigating with either the Other Agency or the Commission 
without exposing its falsehoods. In short, Claimant 2 maintains Claimant 2 should receive an 
award for Claimant 2’s role in “bringing [the Company] to the table in the Commission’s 
Covered Action.” In addition, Claimant 2 argues that the scope of the conduct charged in the 
Covered Action does not lessen the impact of Claimant 2’s evidence in significantly contributing 
to the global settlement that the Company entered into with the Other Agency and the 
Commission. Specifically, Claimant 2 argues that this “cause and effect” is not “undone” simply 
because the Commission ultimately brought charges that were narrower than those in the Other 
Agency’s Redacted . 

 

E. Claimant 3’s Response to the Preliminary Determination 

Claimant 3 submitted a timely written response contesting the Preliminary 
Determination. Claimant 3 argues that Claimant 3 shared specific and detailed information with 
Commission staff members regarding 

and showed the Commission that 
Redacted 

Redacted 

 
 

Claimant 3 acknowledges having not communicated directly with the Responsible 
Investigative Staff. Nevertheless, Claimant 3 identifies various Commission staff in the Home 

 
7 Rules 21F-3(b)(1) and 21F-11(a). See, e.g., Order Determining Whistleblower Award Claims, Exchange Act 
Release No. 34-86902 (Sept. 9, 2019). 

 
8 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 



5  

 

Office and Redacted Regional Office (collectively, “Other Enforcement Staff”) with whom 
he/she spoke and believes that the Other Enforcement Staff may have relayed his/her information 
to the Responsible Investigative Staff. Claimant 3 also surmises that the Responsible 
Investigative Staff learned of certain terms used in the Covered Action, such as Redacted 

from information provided by Claimant 3. 
 

II. Analysis 
 

A. Claimant 1 

The record demonstrates that Claimant 1, a whistleblower, voluntarily provided 
original information to the Commission that caused the Responsible Investigative Staff to 
open the Investigation and led to the successful enforcement of the Covered Action.9 
Accordingly, Claimant 1 qualifies for a whistleblower award. 

 
Applying the award criteria specified in Rule 21F-6 of the Exchange Act to the specific 

facts and circumstances here, we find the proposed award amount is appropriate.10 In reaching 
that determination, we positively assessed the following facts: (1) Claimant 1’s information 
caused the Responsible Investigative Staff to open the Investigation; (2) it was Claimant 1’s 
information and ongoing assistance that led directly to almost every factual finding and charge 
against the Company; (3) Claimant 1 provided substantial assistance to the Responsible 
Investigative Staff, providing them with key evidence, communicating over a dozen times with 
the Responsible Investigative Staff, helping to decipher communications and distill complex 
issues, and saving significant Commission time and resources; (4) Claimant 1 raised concerns 
about the Company’s conduct internally, and, after determining the Company would not remedy 
the problem, reported Claimant 1’s concerns to the Commission; and (5) the law enforcement 
interests are very high. 

 
B. Claimant 2 

Claimant 2’s information does not satisfy Rule 21F-4(c)(1) as the Investigation was 
opened based on Claimant 1’s information, and not Claimant 2’s information, which was 
submitted fourteen months after the Investigation was opened. Claimant 2’s information also 
does not satisfy Rule 21F-4(c)(2) because, as explained below, his/her information did not 
significantly contribute to the success of the Covered Action. 

 
First, according to the Responsible Investigative Staff, several months prior to receiving 

information from Claimant 2 or Claimant 2 providing information to the Other Agency, 
 

9 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 
 

10 In assessing the appropriate award amount, Exchange Act Rule 21F-6 provides that the Commission 
consider: (1) the significance of information provided to the Commission; (2) the assistance provided in the 
Commission action; (3) law enforcement interest in deterring violations by granting awards; (4) participation in 
internal compliance systems; (5) culpability; (6) unreasonable reporting delay; and (7) interference with internal 
compliance and reporting systems. 17 C.F.R. § 240.21F-6. 



6  

 

Responsible Investigative Staff was aware of the conduct underlying every charge subsequently 
brought by the Commission against the Company in the Commission’s OIP. Second, none of 
Claimant 2’s information was used in the Commission’s case against the Company. Responsible 
Investigative Staff confirmed that Claimant 2’s information was not directly relevant to what 
they were investigating. Moreover, Responsible Investigative Staff looked into Claimant 2’s 
allegations and was not able to substantiate his/her allegations. Third, even assuming, for the 
sake of argument, that Claimant 2’s information contributed to the Other Agency’s Redacted 

, that would not show that his/her information significantly contributed to the success 
of the Covered Action. This is because a claimant’s information must meaningfully advance the 
Commission’s investigation and resulting enforcement action, not another government agency’s 
investigation. Furthermore, Claimant 2’s information did not influence the Commission’s 
settlement with the Company. A primary member of the Responsible Investigative Staff 
confirmed in a supplemental declaration (“Supplemental Declaration”), which we credit, that 
Claimant 2’s information did not help settle the charges on more favorable terms. This is 
because Claimant 2’s information did not relate to the issues the Responsible Investigative Staff 
was investigating in the Investigation; nor could they substantiate Claimant 2’s allegations. In 
sum, the lack of any nexus between Claimant 2’s information and the Commission’s charges in 
the Covered Action is fatal to Claimant 2’s award claim. 

 
C. Claimant 3 

Claimant 3’s information does not satisfy Rule 21F-4(c)(1) as the Investigation was 
opened based on Claimant 1’s information, and not Claimant 3’s. Claimant 3’s information also 
does not satisfy Rule 21F-4(c)(2) because his/her information did not significantly contribute to 
the success of the Covered Action. Responsible Investigative Staff received no information 
from, nor had any communications with, Claimant 3. 

 
In response to Claimant 3’s reconsideration request, a primary member of the 

Responsible Investigative Staff confirmed in a Supplemental Declaration, which we credit, that 
while he spoke with the Other Enforcement Staff identified by Claimant 3 in his/her request for 
reconsideration, the Other Enforcement Staff did not provide him with any information that they 
may have received from Claimant 3. One of the attorneys in the Redacted Regional Office 
identified by Claimant 3 in his/her request for reconsideration also provided a declaration 
affirming that she did not provide any information that she received from Claimant 3, which 
related to entities other than the Covered Action Company, to the Responsible Investigative 
Staff.11 

 
Finally, other than pointing to general terms or concepts in his/her reconsideration 

request, Claimant 3 fails to identify any information that he/she provided that relates specifically 
to possible violations by the Company. Claimant 3’s award application and reconsideration 
request make clear that Claimant 3’s information related to alleged securities violations at other 

 
 

11 Additionally, in connection with a prior, separate award claim by Claimant 3 for Covered Action Redacted , the 
Home Office Enforcement staff responsible for that matter affirmed that while they received Claimant 3’s 
information, after meeting with Claimant 3, they determined that Claimant 3’s information did not relate to their 
investigation and referred Claimant 3 to staff in the Redacted Regional Office. 



7  

 

entities (such as Redacted ). Furthermore, with respect to the general 
terms and concepts identified by Claimant 3 in his/her request for reconsideration, a primary 
member of the Responsible Investigative Staff affirmed that he developed his knowledge and 
understanding of these terms (e.g., Redacted ) 

through his past investigative work and not because of any information from Claimant 3. In 
sum, Claimant 3 fails to identify any new information that he/she provided that meaningfully 
advanced the Investigation or resulting Covered Action.12 

 
III. Conclusion 

Accordingly, it is hereby ORDERED that: (1) Claimant 1 shall receive an award of over 
$10 million, which is equal to *** percent ( *** %) of the monetary sanctions collected, or to be 
collected, in the Covered Action; (2) Claimant 2’s and 3’s whistleblower award applications in 
the Covered Action are denied; and (3) Claimant 2’s and 3’s whistleblower award applications  
in the Other Action are denied. 

 
By the Commission. 

 

Vanessa A. Countryman 
Secretary 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

12 Claimant 2’s and Claimant 3’s related action award claims are also denied. This is because (1) they are not 
eligible for an award in the Commission’s Covered Action and (2) the Other Action was a state civil action and 
therefore does not qualify as a related action under the Commission’s whistleblower rules. Rules 21F-3(b)(1) and 
21F-11(a). See, e.g., Order Determining Whistleblower Award Claims, Exchange Act Release No. 86902 (Sept. 9, 
2019). 


	ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS
	I. Background
	B. The
	Action
	C. The Preliminary Determinations
	D. Claimant 2’s Response to the Preliminary Determination
	E. Claimant 3’s Response to the Preliminary Determination
	II. Analysis
	B. Claimant 2
	C. Claimant 3
	III. Conclusion