In the Matter of the Claim for Award

1  
Redacted Redacted 
Redacted *** 
*** 
UNITED STATES OF AMERICA 
before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
 
Release No. 86010 / June 3, 2019 
WHISTLEBLOWER AWARD PROCEEDING 
File No. 2019-7 
 
 
In the Matter of the Claim for Award 
in connection with 
Notice of Covered Action: 
Redacted 
Redacted 
Redacted 
Redacted 
 
 
 
 
ORDER DETERMINING WHISTLEBLOWER AWARD CLAIM 
 
The Commission received timely claims for whistleblower awards from 
Redacted 
(“Claimant 1”) and (“Claimant 2”) (collectively “Claimants”) for 
the above referenced Notice of Covered Action. The Claims Review Staff (“CRS”) issued a 
Preliminary Determination recommending that Claimant 1 and Claimant 2 jointly receive a 
whistleblower award in the amount of  percent ( ) of the monetary sanctions 
collected or to be collected in the Covered Action. Claimants provided written notice of 
Claimants’ decision not to contest the Preliminary Determination.
1 
After considering the 
administrative record, we choose to depart from the Preliminary Determination’s 
recommendation and jointly award Claimants 
Redacted 
percent (    ) of the monetary sanctions 
collected or to be collected in the Covered Action, for an undivided payout of approximately 
$3,000,000.
2
 
 
 
1 
The CRS also recommended that Claimants’ claims for award in connection with an action brought by the 
Redacted 
(“Other Authority”), be preliminarily denied because none of 
Claimants’ information led to the successful enforcement of that action. See Rule 21F-3(b)(2).  Claimants did 
not contest that determination, and as such, the CRS’s preliminary determination as to the Other Authority action 
became the final determination of the Commission pursuant to Exchange Act Rule 21F-11(f). 
 
2 
We have determined to treat Claimant 1 and Claimant 2 jointly as a “whistleblower” for purposes of the award 
determination given that they jointly submitted a Form TCR and their respective Forms WB-APP are 
substantively identical. See Exchange Act Section 21F(a)(6) (defining “whistleblower” to mean “2 or more 

2  
We find that the record demonstrates that Claimants provided original information to 
the Commission that led to
3 
the successful enforcement of the above-referenced Covered 
Action pursuant to Section 21F(b)(1) of the Securities Exchange Act of 1934 (“Exchange 
Act”)
4 
and Rule 21F-3(a) thereunder. 
We conclude that Claimants did not act voluntarily under Section 21F(b)(1) and Rule 
21F-4(a) thereunder because their submission of original information to the Commission was 
preceded by a related information request from the Other Authority to their employer asking 
for a response from Claimants.
5 
In relevant part, Rule 21F-4(a)(1) provides that “[y]our 
submission of information is made voluntarily . . . if you provide your submission before a 
request, inquiry, or demand that relates to the subject matter of your submission is directed to 
you or anyone representing you (such as an attorney)” by the Commission or another 
designated government or regulatory authority.
6 
Rule 21F-4(a) thus establishes a 
straightforward, temporal test for voluntariness; the whistleblower must come forward before 
the Commission or other designated authorities seek information from the whistleblower.
7 
While we do not treat an information request to an employer as necessarily “directed to” all 
employees who may possess responsive information,
8 
we treat a request to an employer 
specifically seeking an interview of, or other information from, a particular employee as 
“directed to” that employee or the employee’s representative for purposes of Rule 21F- 
4(a)(1). 
 
 
 
individuals acting jointly who provide information relating to a violation of the securities laws to the 
Commission”). Our proceeding in this way has not impacted the net total award percentage to Claimants. 
Unless Claimants, within ten (10) calendar days of the issuance of this Order, make a joint request, in writing, 
for a different allocation of the award between the two of them, the Office of the Whistleblower is directed to 
pay each of them individually 50% of their joint award. 
 
3  
In making this determination, we apply Exchange Act Rule 21F-4(c)(2) because, at the time Claimants 
reported their information to the Commission, there was an ongoing investigation by the Other Authority. 
Although we generally apply the standards set forth under Rule 21F-4(c)(1) where (as was the case in this 
matter) a whistleblower’s information causes us to initiate the investigation that results in the Covered Action, 
the more demanding standard of Rule 21F-4(c)(2) governs here because, at the time that the Claimants submitted 
their tip to the Commission, the conduct that was the subject of the Claimants’ information was already under 
investigation by the Other Authority. 
 
4 
15 U.S.C. § 78u-6(b)(1). 
 
5 
The information request from the Other Authority did not reference Claimants by name but did request a 
response from the relevant employees—which Claimants still were as of the date of that information request. 
 
6 
17 C.F.R. § 240.21F-4(a)(1) (emphasis in original). See also id. § 240.21F-4(a)(2) (“If the Commission or any 
of these other authorities direct a request, inquiry, or demand as described in paragraph (a)(1) of this section to 
you or your representative first, your submission will not be considered voluntary, and you will not be eligible 
for an award, even if your response is not compelled by subpoena or other applicable law.”). 
 
7 
See Whistleblower Award Proceeding No. 2018-11, Exchange Act Release No. 84046 (Sept. 6, 2018). 
 
8 
See Securities Whistleblower Incentives and Protections, 76 Fed. Reg. 34300, 34309 (June 13, 2011) (“[W]e 
have decided not to adopt a rule that would treat a request to an employer as directed as well to all employees 
whose documents or information fall within the scope of the request.”). 

3  
*** 
*** 
Nonetheless, we have determined that it is appropriate in the public interest and 
consistent with the protection of investors that we exercise our discretionary authority under 
Section 36(a) of the Exchange Act to waive the “voluntary” requirement of Rule 21F-4(a) in 
light of the unique facts and circumstances of this case. In particular, we note that: (1) neither 
Claimant was informed of the request from the Other Authority; (2) Claimants did not learn of 
the existence of the Other Authority’s investigation until several months after they reported 
their information to the Commission; (3) Claimants’ candid discussions 
Redacted 
 
in turn prompted the Other Authority to open its 
investigation—thus, Claimants’ own remedial efforts, in part, were an indirect cause of the 
investigation that resulted in the request for information from Claimants; and (4) absent a 
waiver, Claimants would be subject to undue hardship and unfairness as a result of their 
efforts in the circumstances described here. 
Moreover, applying the award criteria specified in Rule 21F-6 of the Exchange Act to 
the specific facts and circumstances here, we find that an award of of the monetary 
sanctions collected in this matter is appropriate.
9 
In reaching that determination, we 
positively assessed the facts that Claimants undertook significant and timely steps to have the 
firm remediate the harm caused by the violations, including advocating for full disclosure of 
the violation and for compensation of harmed investors. We also positively assessed the 
following facts: Claimants promptly participated in the firm’s internal compliance system 
after learning of the misconduct; Claimants experienced hardships by raising concerns about 
the violation; Claimants assisted the Commission staff by meeting with them in-person and 
identifying potential witnesses; and the significant law enforcement interest in deterring 
violations involving retail investors. 
Accordingly, it is hereby ORDERED that Claimants shall receive an award of 
Redacted 
percent ( ) of the monetary sanctions collected in the Covered Action, including any 
monetary sanctions collected after the date of this Order. 
 
By the Commission. 
 
 
 
Vanessa A. Countryman 
Acting Secretary 
 
 
 
 
 
 
 
9 
In assessing the appropriate award amount, 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. 

1  

Redacted Redacted 

Redacted *** 

*** 

UNITED STATES OF AMERICA 
before the 

SECURITIES AND EXCHANGE COMMISSION 
 

SECURITIES EXCHANGE ACT OF 1934 
 

Release No. 86010 / June 3, 2019 

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2019-7 
 
 

In the Matter of the Claim for Award 

in connection with 

Notice of Covered Action: 
Redacted 

Redacted 

Redacted 

Redacted 

 
 

 
 

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIM 
 

The Commission received timely claims for whistleblower awards from Redacted 

(“Claimant 1”) and (“Claimant 2”) (collectively “Claimants”) for 
the above referenced Notice of Covered Action. The Claims Review Staff (“CRS”) issued a 
Preliminary Determination recommending that Claimant 1 and Claimant 2 jointly receive a 
whistleblower award in the amount of  percent ( ) of the monetary sanctions 
collected or to be collected in the Covered Action. Claimants provided written notice of 
Claimants’ decision not to contest the Preliminary Determination.1 After considering the 
administrative record, we choose to depart from the Preliminary Determination’s 
recommendation and jointly award Claimants Redacted percent (  ) of the monetary sanctions 
collected or to be collected in the Covered Action, for an undivided payout of approximately 
$3,000,000.2 

 
 

1 The CRS also recommended that Claimants’ claims for award in connection with an action brought by the 
Redacted (“Other Authority”), be preliminarily denied because none of 

Claimants’ information led to the successful enforcement of that action. See Rule 21F-3(b)(2).  Claimants did 
not contest that determination, and as such, the CRS’s preliminary determination as to the Other Authority action 
became the final determination of the Commission pursuant to Exchange Act Rule 21F-11(f). 

 
2 We have determined to treat Claimant 1 and Claimant 2 jointly as a “whistleblower” for purposes of the award 
determination given that they jointly submitted a Form TCR and their respective Forms WB-APP are 
substantively identical. See Exchange Act Section 21F(a)(6) (defining “whistleblower” to mean “2 or more 



2  

We find that the record demonstrates that Claimants provided original information to 
the Commission that led to3 the successful enforcement of the above-referenced Covered 
Action pursuant to Section 21F(b)(1) of the Securities Exchange Act of 1934 (“Exchange 
Act”)4 and Rule 21F-3(a) thereunder. 

We conclude that Claimants did not act voluntarily under Section 21F(b)(1) and Rule 
21F-4(a) thereunder because their submission of original information to the Commission was 
preceded by a related information request from the Other Authority to their employer asking 
for a response from Claimants.5 In relevant part, Rule 21F-4(a)(1) provides that “[y]our 
submission of information is made voluntarily . . . if you provide your submission before a 
request, inquiry, or demand that relates to the subject matter of your submission is directed to 
you or anyone representing you (such as an attorney)” by the Commission or another 
designated government or regulatory authority.6 Rule 21F-4(a) thus establishes a 
straightforward, temporal test for voluntariness; the whistleblower must come forward before 
the Commission or other designated authorities seek information from the whistleblower.7 

While we do not treat an information request to an employer as necessarily “directed to” all 
employees who may possess responsive information,8 we treat a request to an employer 
specifically seeking an interview of, or other information from, a particular employee as 
“directed to” that employee or the employee’s representative for purposes of Rule 21F- 
4(a)(1). 

 
 
 

individuals acting jointly who provide information relating to a violation of the securities laws to the 
Commission”). Our proceeding in this way has not impacted the net total award percentage to Claimants. 
Unless Claimants, within ten (10) calendar days of the issuance of this Order, make a joint request, in writing, 
for a different allocation of the award between the two of them, the Office of the Whistleblower is directed to 
pay each of them individually 50% of their joint award. 

 
3  In making this determination, we apply Exchange Act Rule 21F-4(c)(2) because, at the time Claimants 
reported their information to the Commission, there was an ongoing investigation by the Other Authority. 
Although we generally apply the standards set forth under Rule 21F-4(c)(1) where (as was the case in this 
matter) a whistleblower’s information causes us to initiate the investigation that results in the Covered Action, 
the more demanding standard of Rule 21F-4(c)(2) governs here because, at the time that the Claimants submitted 
their tip to the Commission, the conduct that was the subject of the Claimants’ information was already under 
investigation by the Other Authority. 

 
4 15 U.S.C. § 78u-6(b)(1). 

 
5 The information request from the Other Authority did not reference Claimants by name but did request a 
response from the relevant employees—which Claimants still were as of the date of that information request. 

 
6 17 C.F.R. § 240.21F-4(a)(1) (emphasis in original). See also id. § 240.21F-4(a)(2) (“If the Commission or any 
of these other authorities direct a request, inquiry, or demand as described in paragraph (a)(1) of this section to 
you or your representative first, your submission will not be considered voluntary, and you will not be eligible 
for an award, even if your response is not compelled by subpoena or other applicable law.”). 

 
7 See Whistleblower Award Proceeding No. 2018-11, Exchange Act Release No. 84046 (Sept. 6, 2018). 

 
8 See Securities Whistleblower Incentives and Protections, 76 Fed. Reg. 34300, 34309 (June 13, 2011) (“[W]e 
have decided not to adopt a rule that would treat a request to an employer as directed as well to all employees 
whose documents or information fall within the scope of the request.”). 



3  

*** 

*** 

Nonetheless, we have determined that it is appropriate in the public interest and 
consistent with the protection of investors that we exercise our discretionary authority under 
Section 36(a) of the Exchange Act to waive the “voluntary” requirement of Rule 21F-4(a) in 
light of the unique facts and circumstances of this case. In particular, we note that: (1) neither 
Claimant was informed of the request from the Other Authority; (2) Claimants did not learn of 
the existence of the Other Authority’s investigation until several months after they reported 
their information to the Commission; (3) Claimants’ candid discussions Redacted 

 

in turn prompted the Other Authority to open its 
investigation—thus, Claimants’ own remedial efforts, in part, were an indirect cause of the 
investigation that resulted in the request for information from Claimants; and (4) absent a 
waiver, Claimants would be subject to undue hardship and unfairness as a result of their 
efforts in the circumstances described here. 

Moreover, applying the award criteria specified in Rule 21F-6 of the Exchange Act to 
the specific facts and circumstances here, we find that an award of of the monetary 
sanctions collected in this matter is appropriate.9 In reaching that determination, we 
positively assessed the facts that Claimants undertook significant and timely steps to have the 
firm remediate the harm caused by the violations, including advocating for full disclosure of 
the violation and for compensation of harmed investors. We also positively assessed the 
following facts: Claimants promptly participated in the firm’s internal compliance system 
after learning of the misconduct; Claimants experienced hardships by raising concerns about 
the violation; Claimants assisted the Commission staff by meeting with them in-person and 
identifying potential witnesses; and the significant law enforcement interest in deterring 
violations involving retail investors. 

Accordingly, it is hereby ORDERED that Claimants shall receive an award of Redacted 

percent ( ) of the monetary sanctions collected in the Covered Action, including any 
monetary sanctions collected after the date of this Order. 

 

By the Commission. 
 
 
 

Vanessa A. Countryman 
Acting Secretary 

 
 
 
 
 
 
 

9 In assessing the appropriate award amount, 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.