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. 82897 / March 19,  2018  
WHISTLEBLOWER AWARD PROCEEDING 
File  No. 2018-6 
 
In the Matter of the Claims  for Award 
 
in  connection   with 
 
 
Redact ed 
 
 
 
 
 
Notice  of  Covered  Action 
 
 
ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 
The Claims  Review Staff (“CRS”) issued a Preliminary  Determination  related to Covered 
A c tion 
Redact ed 
(“Covered  Action”).  The  P reliminary   Determination   recommended  that 
Redact ed 
Redact ed 
(“Claimant  #1”) and 
Redact ed 
(“Claimant  #2”) jointly  receive a whistleblower 
award of 
*** 
in  the  Covered  Action  identified   in  the  caption  above.  The  P reliminary 
Determination   also  recommended  that 
Redact ed 
(“Claimant  #3”) receive a whistleblower 
award of 
*** 
in  the  Covered  Action.  The  P reliminary   Determination   also  recommended  that  the 
award application   submitted  by 
Redact ed 
(“Claimant  #5”) and the award application 
jointly   submitted  by 
Redact ed 
(“Claimant  #6”) and 
Redact ed 
(“Claimant  #7”) be denied. 
Claimants  #5, #6, and #7 filed  timely  responses contesting  the P reliminary  Determination.
1
 
For  the  reasons stated below,  we make the following  determinations:  Claimant  #1’s and 
Claimant  #2’s  joint   award  claim  is  approved  in  the  amount  of 
*** 
of the monetary  sanctions 
collected,  or to be collected,  in the Covered  Action,  for an undivided  payout  of more than 
 
 
1 
The  P reliminary   Determination   further  recommended  that  the  award  applications  
submitted  by two other claimants  be denied. Those two claimants  failed  to submit  a response 
contesting  the P reliminary  Determination  and,  therefore, the P reliminary  Determination  denying 
their claims  for awards have become the final  order of the Commission  with respect to their 
award applications. 
Redact ed 

2 
 
$49,000,000;
2
  that Claimant  #3’s award claim  is approved in  the amount of 
 
*** 
of the monetary 
sanctions  collected,  or to be collected,  in  the Covered Action,  for a payout  of more than 
$33,000,000;   and  that  the  applications   submitted   by  Claimants  #5,  #6,  and  #7  are  denied. 
I. B ackground 
A. The  award pro g ram 
 
In  2010,   Congress  added  Section  21F  to  the  Securities  Exchange  Act  of  1934  (the  
“Exchange  Act”).  Among  other  things,   Section  21F  authorizes  the  Commission   to  pay  monetary  
awards—subject  to  certain  limitations ,   exclusions,   and  conditions—to   individuals   who   
voluntarily  provide  the Commission  with original  information  about a violation  of the securities 
laws that leads to a successful Commission  judicial  or administrative  action  in which  the 
monetary  sanctions  exceed $1,000,000.
3
  The total  award amounts  paid  shall  be  “not  less  than  10  
percent, in total,  of what has been collected  of the monetary  sanctions” and “not  more than 30 
percent, in total,  of what has been collected[.]”
4
 
 
B. Relevant fac ts 
 
On 
Redact ed 
the Commission  instituted 
 
Redact ed 
Redact ed 
the Covered Action in  which the respondents  named in  the action (collectively, 
 
 
 
 
2 
We have determined  to treat Claimants  #1 and #2 jointly  as a “whistleblower”  for 
purposes of the award determination  given  that they jointly  submitted  their Form TCR and Form 
WB-APP. See Exchange Act Section  21F(a)(6) (defining  “whistleblower”  to mean “2 or  more  
individua ls  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  #1 and  #2. Unless  Claimants  #1 and  #2, 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 
individua lly   50%  of  their  joint  award. 
 
3 
See Exchange Act §§ 21F(a) & (b). 
4 
Exchange Act § 21F(b)(1).  We note that, in  the context of an award proceeding 
involving  two or more meritorious  whistleblower  claimants,  the award must be allocated  among 
the claimants  and may never exceed an aggregate percentage amount  of 30% of the monetary 
sanctions  collected.  See Exchange  Act  Rule  21F-5(c)  (explaining   that  “[i]f  the  Commission  
makes  awards  to  more  than  one  whistleblower   in  connection   with  the  same  action  or  related  
action,”  then  “in  no  event will   the  total  amount  awarded  to  all  whistleblowers   in  the  aggregate be 
... greater than 30 percent of the amount the Commission  or the other authorities  collect”). 

3 
 
“Respondents”  or  “Company”)  were  ordered  to 
Redact ed 
 
 
 
Redact ed 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redact ed 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redact ed 
Redact ed 
 
 
 
 
Because the monetary sanctions  imposed  on the Respondents  exceeded the statutory 
threshold  for a potential  whistleblower  award under Section  21F of the Exchange Act, the Office 
of the Whistleblower  (“OWB”) posted Notice of Covered Action 
Action. 
Redact ed 
for the Covered 
 
II. Claimants   #1 and #2 
We find that Claimants  #1 and #2 jointly  voluntarily  provided  original  information  to the 
Commission  that led to the successful enforcement of the Covered Action  pursuant to 
Section  21F(b)(1)  of  the  Exchange  Act  and  Rule  21F-3(a)  promulgated   thereunder.
5
 
Based  on  our  review  of  the  record,  including   declarations  from  Commission   staff  who  
handled the Covered Action,  we find  the following  events occurred with respect to Claimant  #1’s 
and #2’s jointly  submitted  information. 
On 
Redact ed 
staff in  the 
 
Redact ed 
Commission’s  Division  of Enforcement (“Enforcement”)  received a specific and detailed 
whistleblower   tip  on  Form  TCR  jointly   submitted   by  Claimants  #1  and  #2, 
Redact ed 
Redact ed 
In  their  tip,  Claimants  #1  and  #2  provided  detailed  information  concerning  the 
 
 
 
5 
17  C.F.R. § 240.21F-3(a). 

4 
 
Company’s  alleged  violation   of  
Among  other  things,   the  tip  detailed 
Redact ed 
Redact ed 
 
 
 
Based  on  that  tip,   Enforcement  staff  opened  an  investigation  (hereinafter,  “First 
Investigation”).  The  allegation  in  Claimant  #1’s  and  #2’s  tip  concerning 
Redact ed 
would 
become the focus of staff’s First Investigation  and the cornerstone of 
Redact ed 
*** 
the  Commission’s   subsequent  action  against  the  Company.  During   the  First  Investigation, 
Claimants   #1  and  #2  continued   to  provide  ongoing   assistance  to  the  Enforcement  staff,  including  
through  in-person  meetings,  conference calls,  and supplemental  submissions,  and provided 
critical   information   that   advanced   the   First   Investigation,   including   the   identification   of   
potentially   relevant  documents  and  key  witnesses. 
Based on the foregoing  contributions  that Claimants  #1 and #2 made to the 
Commission’s  successful pursuit  of this  Covered Action,  and considering  the relative  joint 
contributions  of Claimants  #1 and #2 vis-à -vis  the  other  meritorious   whistleblower   in  this  matter,  
we  adopt  the  P reliminary  Determination’s  recommendation  that  Claimants  #1 and  #2 should 
jointly   r e c e ive 
*** 
of the monetary  sanctions collected  in  the Covered Action.  In reaching this 
determination,   we  have  carefully  considered  the  award  criteria  specified  in  Exchange  Act  R ule s   
21F-5  and 21F-6  as they relate to  Claimant  #1’s and  #2’s joint  contributions  to  the Covered 
Action. In particular,  we considered the facts that Claimant  #1 
Redact ed 
Redact ed 
 
 
Redact ed 
the information that Claimants  #1 and 
#2 provided  to the Commission  was significant;  and that Claimants  #1 and #2 provided 
continuing  and helpful  assistance to the Enforcement staff during  the First  Investigation  that 
saved a substantial  amount  of time  and resources in  the First Investigation.  We also took  into 
account that Claimants  #1 and #2 unreasonably  delayed in  reporting  their  information  to the 
Commission.
6
 
 
 
6 
We have chosen to reduce the award amount less than we might  otherwise have in 
recognition  of the fact that Claimants  #1 and #2 
Redact ed 
 
 
additional   facts 
Claimants  #1 and  #2 subsequently  learned 
Redact ed 
Redact ed 
and,  after learning  the additional   facts, promptly  reported  their  information  to  the 
Commission.   However,  we  also  note  that 
Redact ed 
 
 
Our rules seek to incentivize individuals who are 
“aware of the relevant facts” to promptly report “possible violation[s] of the federal securities 
laws.”  Exchange  Act  Rules  21F-6(b)(2)(i)  and 2(a)(1),  17  C.F.R. § 240.21F-6(b)(2)(i)  and 

5 
 
Redact ed 
III. Claimant  #3 
We find that Claimant  #3 voluntarily  provided  original  information  to the Commission 
that led to the successful enforcement of the Covered Action pursuant  to Section  21F(b)(1)  of the 
Exchange  Act  and  Rule  21F-3(a)  promulgated   thereunder.
7
 
Based  on  our  review  of  the  record,  including   declarations  from  Commission   staff  who  
handled  the  Covered  Action,  we  find  the following  events occurred with respect to Claimant  #3’s 
information.   On 
Redact ed 
the Enforcement staff responsible  for the First Investigation, 
received  a  whistleblower   tip  on  Form  TCR  from  Claimant   #3, 
Redact ed 
According 
to the tip, 
Redact ed 
 
 
 
 
 
 
 
 
The information  was previously  unknown  to the staff handling  the investigation 
that resulted in  the Covered Action. 
As a result of that tip,  the same  Enforcement  staff  on  the  First  Investigation   opened  a  
second,  separate  investigation   to  investigate  the  misconduct   alleged  by  Claimant   #3  (hereinafter,  
the “Second  Investigation”)  (the “First  Investigation”  and “Second  Investigation”  are referred 
c ollectively   herein  as  “the  Investigations”).  The  allegation   in  Claimant  #3’s  tip  concerning 
Redact ed 
 
 
become the focus of staff’s Second Investigation  and the cornerstone of the 
 
 
Redact ed 
would 
Redact ed 
in  the  Commission’s   subsequent  action  against  the  Company. 
Based on the foregoing  contributions  that Claimant  #3 made to the Commission’s 
successful pursuit  of this Covered Action,  and considering  the relative contributions  of Claimant 
#3 vis-à -vis  the  other  meritorious   whistleblower   in  this  matter,  we  adopt  the  P reliminary 
Determination’s  recommendation  that  Claimant  #3  should  receive 
*** 
of the monetary  sanctions 
collected  in  the  Covered  Action.  In reaching  this  determination,   we  have  carefully  considered  
the award criteria specified in Exchange Act Rules 21F-5  and 21F-6  as they  relate to 
Claimant  #3’s contributions  to the Covered Action.  In particular,  we considered  the facts that 
 
 
2(a)(1). We believe  it  important  to  recognize,  through  our  discretion  to  determine  an  appropriate  
award percentage, that Claimant  #1 and Claimant  #2 unreasonably  delayed  reporting  the relevant 
facts to the Commission  for an extended period  of time,  while  acknowledging  the   mitiga tin g  
circumstance described above. 
7 
17  C.F.R. § 240.21F-3(a). 

6 
 
Claimant  #3’s information   was significant  and that  Claimant  #3 provided  follow-up  assistance to 
the Enforcement staff.
8
 
I V. Claimant  #5’s  Claim Is Denied 
 
A. Pre liminary  De te rmination 
The CRS preliminarily   determined  to  deny  Claimant  #5’s award claim  because 
Claimant  #5’s information  did  not lead to the successful enforcement of the Covered Action 
within  the meaning  of Section  21F(b)(1)  of the Exchange Act and Rules 21F-3(a)(3)  and  21F- 
4(c) thereunder. None of the information  submitted  by Claimant  #5 caused the Commission  to: 
(i) commence an examination,  (ii)  open or reopen an investigation,  or (iii)  inquire  into  different 
conduct  as part  of a current Commission   examination   or  investigation   under  Rule  21F-4(c)(1)  of  
the Exchange Act; or significantly  contributed  to the success of a Commission  judicial  or 
administrative   enforcement  action  under  Rule  21F-4(c)(2)  of  the  Exchange  Act. 
In reaching  this preliminary  determination,  the CRS considered record evidence— 
including  a declaration  from an Enforcement staff member assigned to the First  and Second 
Investigations—that  revealed that the information  provided  to the Commission  by Claimant  #5 
did  not  help  advance  either  investigation,  did  not affect the charges brought  by the Commission 
in  the  Covered  Action,  and  was  not  used  in  the  successful  enforcement  of  the  Covered  Action. 
According  to  another  Enforcement  staff  declaration,   Claimant   #5  began  submitting 
w his tle blower   tips  to  the  Commission   in 
Redact ed 
(hereinafter referred to as the “9/27  Tip”). The 9/27 Tip  was received by staff in the 
Redact ed 
R e giona l  O f f ic e 
Redact ed 
which,  after  reviewing  it,  determined  not  to  take  further  action  on  the 
tip  and did  not forward it to any other region  or unit  for further action or follow-up. 
In 
Redact ed 
Claimant  #5  submitted  another  tip  through  the  Commission’s   on-line 
portal,  which  was received by staff on the Investigations  in 
Redact ed 
After receiving  this 
tip,  staff reached out to Claimant  #5’s counsel. Claimant  #5 then sent the 9/27  Tip directly  to 
staff on  the Investigations  in 
Redact ed 
According  to Enforcement  staff responsible  for the Investigations,  Claimant  #5 reported 
very generally  and in  vague terms various  problems  at the Company,  many of which appeared to 
be unrelated to the issues  staff  were  investigating.   Although  Claimant  #5  provided  some 
information   on 
Redact ed 
the information  was duplicative  of information  that staff had already 
received  during  the  First  Investigation,   which  had  been  opened  several  months  prior  to  staff  
receiving  any information  from Claimant  #5. 
 
8 
Because of the specificity  of the information  in  Claimant  #3’s tip,  and the credibility  that 
the staff felt that Claimant  #3 conveyed during  a follow-up  call,  days later the staff determined 
that it  was necessary to 
Redact ed 

7 
 
B. Re s ponse 
Claimant  #5’s Response makes the following  principal  contentions.
9
 First,  C la ima nt   # 5  
argues that the Commission  should  adopt a more flexible  or lax  standard for determining  whether 
a claimant’s  information  led to the success of an enforcement action  so as to allow  Claimant  #5’s 
claim  for award in the Covered Action. Second, Claimant  #5  contends  that  the  9/27  Tip  was  the 
first,  on-point  tip  concerning 
Redact ed 
in  the  Covered  Action,  even  if  the 
relevant staff on the Investigations  did  not receive the tip  until  two years later. Third, C la ima nt 
#5 alleges that Claimant  #5 provided  multiple  submissions  to the Commission  during the 
Redact ed 
Redact ed 
timeframe that related, at least tangentially,  to the misconduct in the Covered Action and 
that this  should  provide  Claimant  #5 a basis for an award in  this matter.
10
 
C. Analys is 
We find that, as the record firmly  demonstrates,  Claimant  #5 did  not provide  information 
that led to the success of the Covered Action.  In reaching this  conclusion,  we have carefully 
considered  the entire record as it relates to Claimant  #5’s award application,  including  the 
materials  that  Claimant  #5  submitted  in  response  to  the  P reliminary  Determination  and  the  
detailed  supplemental   declaration  prepared  by  an  Enforcement  staff  member  from  the  
Investigations   (“Supplemental   Enforcement  Declaration”). 
As an initial   matter,  we decline  Claimant  #5’s suggestion  that  we adopt  a more  flexible  or 
lax standard for determining  whether a claimant’s  original  information  “led  to” the success of the 
particular  covered action  upon  which his or her award application  is based. That an individua l’s 
original  information  must have “led  to” the success of an enforcement action  is a critical 
prerequisite  to award eligibilit y,   the  standard  for  which  was  considered  and  commented  on  at  
length  during  the adoption  of the whistleblower  rules.
11
 Were we to abandon  our rules and apply 
a lower standard for determining  when a claimant’s  information  leads to the success of an action, 
as Claimant  #5 would  have us do,  such relaxation  of this critical  precondition  to award eligibil ity 
could  undermine   the  whistleblower   program’s  purpose  of  incentivizing   individua ls   to  come  
forward with  credible  intelligence  that the agency can leverage in bringing   securities  law  
violators   to  justice  and  protecting   investors  from  further  harm.  In  this  regard,  we  note  that  the 
 
9 
We note that along  with  the Response, Claimant  #5 submitted  the correct first page of a 
tip  that Claimant  #5 had submitted  to the Commission,  which  Claimant  #5 had  inadvertently not 
included   when  initially   submitting   the  Form  WB-APP. For clarification,  we note that the first 
page of that tip has been included  as part of the record upon  which we make our determination. 
 
10 
Any  factual or legal  contentions  not expressly  raised and addressed in  Claimant  #5’s 
Response are deemed  waived. 
11 
See Securities Whistleblower Incentives and Protections, 76 Fed. Reg. 34,000,  34,323- 
34,327  (June 13,  2011) (“Adopting Release”). 

8 
 
“led  to” requirement  was carefully  tailored  as part of the Commission’s  promulgation  of the 
whistleblower  program rules to provide  a uniform  standard that would  apply  to all  claimants  and 
thus  we  do  not  believe  that  adopting   a  more  relaxed  standard  for  this  matter would  be  
appropriate.
12
 
Under the whistleblower  rules,  an individual’s  original  information  leads to the success 
of an action  where it causes staff to (i) commence an examination,  (ii)  open or reopen an 
investigation,  or (iii)  inquire  into  different conduct as part of a current Commission  examination 
or  investigation   under  Rule  21F-4(c)(1)  of the Exchange Act; or alternatively,  where in the 
context of an existing  investigation,  the individua l’s  original  information  significantly 
contributes  to the success of a Commission  judicial  or administrative  enforcement action  under 
Rule  21F-4(c)(2)  of the Exchange Act. In determining  whether an individual’s  information 
significantly  contributed  to an action,  we consider factors such as whether the information 
a llow e d  us to bring:  the action  in significant ly  less time  or with significant ly  fewer resources; 
additional  successful claims;  or successful claims  against additional  individua ls  or entities.
13
 
The individua l’s  information  must have been “meaningful”  in  that it “made a substantial  and 
important  contribution”  to the success of the covered action.
14
 
As  discussed  below,  Claimant   #5’s  information   does  not  satisfy  either  prong  of  the  “led  
to” requirement,  as the information  did  not cause the relevant Enforcement staff to open the 
Investigations,  and it did  not significantly  contribute  to the success of the Covered Action. 
 
 
 
12 
To the extent that Claimant  #5 is requesting  that we waive the “led to” requirement  here, 
we decline  to do so. First,  we have never waived the requirement  that a claimant’s  tip must 
satisfy the “led  to” requirement  as provided  for in the Commission’s  whistleblower  rules. 
Second,  even  if  we  might   waive  that  requirement   in  some  future  matter,  we  would  not  do  so  here  
as we find  that  a waiver  would not be in the public  interest—a critical  prerequisite  for a waiver 
under Section  36(a) of the Exchange Act. Based on our review,  the information  in  the 9/27 Tip 
generally  did not relate to the specific violations  that comprised  the Covered Action,  which alone 
defeats  any  contention   that  a  waiver  would  be  in  the  public   interest  in  our  view.  Finally,   to  the  
extent that the Claimant  has identified  other award matters where we have waived a substantive 
requirement  to  permit  an  applicant  to  obtain  an  award,  we  note that these other matters involved 
either  the  application   of  our  rules  to  events  that  predated  the  adoption   of  our  rules  (which  is  not  
the case here) or the unusual  factual situations  presented by those matters were simply  not 
contemplated  by the Commission  in crafting  the whistleblower  rules and the Commission  found 
that a strict application  of the rules in those specific instances would  be contrary to the public 
interest  and  the  broader  purposes  of  the  whistleblower   program  (which  is  not  the  case here). 
 
13 
See Adopting  Release, 76 Fed. Reg. at 34,325. 
14 
Release No. 77833,  Whistleblower  Award P roceeding File  No. 2016-9  (May 13, 2016). 

9 
 
Redact ed 
1.    9/27  Tip 
Contrary  to  Claimant   #5’s  assertions,  the  9/27  Tip,  which  the  relevant  investigative   staff 
received approximately  two years later in 
Redact ed 
was not  on-point  or directly  related to 
the 
Redact ed 
.
15
 As discussed  above, 
Redact ed 
Redact ed 
 
 
 
 
U nlike   C la ima nt  # 3’ s 
 
 
 
 
 
Redact ed 
Redact ed 
Claimant  #5’s  9/27  Tip  says  nothing  about 
Redact ed 
Redact ed 
 
To the 
contrary,  the  9/27  Tip  alleged  a  different  type  of  misconduct   by  an  affiliate  of  the  Company,  
which was not a part of the Commission’s  findings  in the Covered Action. The 9/27 Tip,  on its 
face, was not relevant  to the charges the Commission  ultimately  filed  against the Company. 
Based on the supplemental  declaration  prepared by an Enforcement staff member 
assigned  to  the  First  and  Second  Investigations,   we  find  that  it  was  not  until 
Redact ed 
when 
Enforcement staff received the whistleblower  tip  from Claimant  #3, that they learned of the 
misconduct  concerning the tip  from Claimant  #3 led the staff to 
open  the  Second  Investigation.
16
  Furthermore,  after opening  the Second Investigation,  there was 
nothing   in  the  9/27  Tip  that  staff  used  in  connection   with  the  Second  Investigation   or  affected the 
subsequent charges brought  by the Commission,  including  with respect to 
Redact ed 
 
 
 
To be clear, Claimant  #5 is not being  denied  an award because, as Claimant  #5 suggests, 
the Commission  failed  to properly  triage the 9/27  Tip.  To  the  contrary,  that  tip  was  reviewed  by  
two  separate  Enforcement  teams,  including   the  relevant  Enforcement  staff  on  the  Investigations.  
Had the 9/27 Tip  concerned the misconduct  that Claimant  #3 later detailed  in Claimant’s  #3’s 
tip,  the relevant  Enforcement  staff  may  have  opened  the  Second  Investigation   after  receiving 
Claimant  #5’s 9/27  Tip  in 
Redact ed 
That the relevant staff received Claimant  #5’s 9/27 
Tip  prior  to  receiving  information   from  Claimant  #3 underscores the fact that the 9/27  Tip was 
not  on-point   or  directly  related  to 
Redact ed 
2.    Supplemental  Submissions 
Claimant  #5 then argues that Claimant  #5 made multiple  submissions  to the relevant 
Enforcement staff during  the 
Redact ed 
time  period,   and  that  the  initial   Enforcement  staff 
 
 
15 
Claimant   #5  does  not  argue  in  the  Response  that  the  9/27  Tip  related to 
Redact ed 
Redact ed 
Claimant  #5’s contentions  with  respect to the 9/27  Tip concerns only 
Redact ed 
Redact ed 
charged in  the Covered Action.  Thus, we find  that Claimant  #5 has waived any 
contention   that  the  9/27  tip  led  to  the  success of 
Redact ed 
 
16 
The supplemental  declaration  prepared by the Enforcement staff member addresses 
certain factual matters raised by Claimant  # 5’s Response to the Preliminary  Determination. 

10 
 
declaration  does  not  fully  address the “14  detailed  zones of information”  supplied  by 
Claimant  #5 in  those submissions. 
Based  on  the  supplemental   declaration  provided   by  Enforcement  staff,  we  find  that  the 
information  provided  by Claimant  #5 in 
Redact ed 
neither  caused  staff  to  open  the 
Investigations  nor significantly  contributed  to the success of the Covered Action. None of those 
supplemental  submissions  advanced the Investigations  or the resulting  charges in  the 
Commission’s  Order.  None of those submissions  concerned the misconduct  that became the 
cornerstone  of 
Redact ed 
None of those submissions  contained  new 
information  concerning  the misconduct  that staff were investigating  in connection  with the First 
Investigation.  None of the information   provided  by  Claimant  #5 helped  staff build  a stronger 
case, bring  additional  charges,  bring  charges against  additional   wrongdoers,  or allowed  staff to 
save time  and resources. None  of Claimant  #5’s information   helped  staff negotiate  a more 
favorable settlement,  and none of the information  was used in the Commission’s  Order. That 
Claimant   #5  provided   information   alleging   general  or  other  kinds  of  purported  misconduct   by  the  
Company  does not make Claimant  #5 eligible  for an award with  respect to this  particular 
Covered Action.
17
 
Accordingly,  we find  that the information  provided  by Claimant  #5 in either the 9/27  Tip 
or the supplemental  submissions  did  not help  initiate  or advance the Investigations,  nor was the 
information  in the submissions  used in  the successful enforcement of the Covered Action. 
V. Claimants   #6’s  and #7’s  Claim is Denied 
A. CRS Pre liminary  De nial 
The CRS preliminar ily  determined  to deny Claimants  #6 and #7’s joint  award claim 
because their information  did  not lead to the successful enforcement of the Covered Action. In 
doing   so,  the  CRS  relied  on  record  evidence  that  demonstrated  that  Enforcement  staff  on  the  
Investigations  received no information  from Claimants  #6 and #7 during  the course of the 
Investigations  and had no communications  with  them. 
B. Claimants   #6’s  and #7’s Re sponse 
In the response, Claimants  #6 and #7 contend that they made multiple  submissions  over 
the course of several years that were not directed at specific or individua l  violations ,   but  instead  
related more broadly  to enforcement opportunities  that covered a wide variety of illegal  activity. 
In their Response, Claimants  #6 and #7 specifically  identify  eleven of their  submissions  they 
believe  to be most relevant. 
 
 
 
17 
The record reflects that not only  did  Enforcement staff follow-up   on  Claimant   #5’s  
allegations  of different Company  misconduct,  but also that staff opened a new and separate 
investigation   to  test  Claimant   #5’s  allegations   and  found  insufficient   evidence  to  support  them. 

11 
 
Redact ed 
Redact ed 
In addition  to filing  a tip  pursuant to the procedures specified  in  Exchange Act Rule 21F- 
9, Claimants  #6 and #7 contend  that they sent numerous  submissions  directly  to the head of a 
specialty  unit  within  the Division  of Enforcement  and met with the staff of that unit.  It was their 
understanding  that the staff would  funnel  their information  throughout  the Commission  as 
appropriate.
18
 
C. Analys is 
As  an  initial   matter,  we  observe  that  Claimants  #6  and  #7  do  not  dispute  in  their  
Response that their  information  was never directly  or indirectly  provided  to the staff handling  the 
Investigations,  or reviewed or used by those staff members in  the course of the Investigations  or 
otherwise.  Indeed,  Claimants   #6  and  #7  at  no  point   dispute  (either  through   argument  or  
evidence) the finding  in  the P reliminary  Determination  that their information  did  not lead to the 
success of the Covered Action. Based on the foregoing,  we find  that Claimants  #6 and #7 have 
thus  waived  any  challenge  to  that  preliminary  finding   and  deny  their  joint   award  application   on  
this  ground. 
We also deny their  application  on the separate ground  that, as the record demonstrates, 
their information  did  not lead to the success of the Covered Action.  Based on the declarations 
from an Enforcement  staff  member  assigned  to  the  First  and  Second  Investigations,   we  find  that  
staff on the Investigations  never received any information  directly  from Claimants  #6 and #7 or 
had any communications  with them,  nor did  staff on the Investigations  indirectly  receive  
information  from Claimants  #6 and #7 through  the specialty  unit  staff to which  Claimants  #6 and 
#7 had provided  their information.
19
  Furthermore,  the eleven submissions  identified  by 
Claimants  #6 and #7 in  their Response do not appear to facially  relate to the misconduct  that was 
the focus of the Investigations  or the findings  made by the Commission  in  the Covered Action. 
To  be   e ligib le  for a whistleblower  award, a claimant’s  information  must have led to the 
success of the underlying  Covered Action.  As staff on the Investigations  did  not receive any 
information  directly  or indirectly  from Claimants  #6 and #7, and their information  does not 
appear to relate to the specific misconduct  that was at issue in this matter, Claimants  #6’s and 
 
 
 
 
18 
In staff  in  this  specialized   unit  opened  an  investigation   based  on  the  
information  submitted  by Claimants  #6 and #7.  However, in the staff closed  that 
investigation  after deciding  not to recommend  that the Commission  pursue an enforcement 
action. The staff determined  that the allegations  were unfounded. 
 
19 
The  Enforcement  staff  member  submitted  two  declarations.  The  first  declaration  was  
prepared at the preliminary-determinat ion   stage and  a second  declaration  was prepared to  address 
certain matters that Claimants  #5, #6 and #7 raised in  response to the P reliminary Determination. 

12 
 
Redact ed 
Redact ed 
Redact ed 
#7’s information  did  not cause staff  to  open  the  Investigations,   nor  did  it  significant ly   contribute  
to the success of the Covered Action.
20
 
VI. Conclus ion 
Accordingly,  it  is ORDERED that Claimants  #1 and #2 shall  jointly  receive an undivided 
award of 
Redact ed 
percent ( 
***   
) of the monetary sanctions  collected,  or to be collected,  in the 
Covered  Action. 
ORDERED that Claimant  #3 receive an award of 
Redact ed
 
sanctions  collected,  or to be collected,  in  the Covered Action. 
 
percent ( 
***
 
 
) of the monetary 
ORDERED that Claimant  #5’s, Claimant  #6’s, and Claimant  #7’s whistleblower  award 
claims  be denied  because the record demonstrates that Claimant  #5, Claimant  #6, and 
Claimant  #7  did  not  provide  original  information  that led to the successful enforcement of the 
Covered  Action  and  they  have  not  shown  otherwise  in  their  requests  for  reconsideration   of  the  
P r e limina r y  Determination. 
By the Commission. 
B r e nt J .  Fie lds  
Secretary 
 
 
 
 
 
 
 
 
 
 
20 
In their Response to the P reliminary  Determination,  Claimants  #6 and  #7 cite to 
TCR 
Redact ed 
(which corresponds  with a Form  TCR that they submitted  in 
Redact ed
), as  w e ll  as  11 other submissions.    They  did  not  attach  the  11  submissions  to their 
Response. We note that the administrative  record includes  all  of the supplemental  submissions 
made under TCR 
Redact ed 
as well  as 10 of the 11 other submissions  that Claimants  #6 
and #7 specifically  identified  in  their Response. However, the record does not include  one of the 
11 submissions  that the Claimants  identify  (purportedly  entitled 
) because we have been unable  to locate that item  internally  and have no record of 
having  ever received it,  nor (as noted  above) did  the Claimants  submit  it to us as part of their 
Response. We note that the absence of this item  from the record has no bearing  on our decision 
to deny Claimants  #6 and #7 an award because, as explained  in  a declaration  submitted  by an 
Enforcement  staff  member  involved   with  the  Covered  Action,  nothing that the Claimants 
provided   to  the  Commission   was  received  by  the  Covered  Action  staff  (either  directly   from  the  
C la imants   or  indirectly   through  the  specialty  unit  staff  to  which  Claimants  #6  and  #7  had  
provided   their  information). 

1  

UNITED STATES OF AMERICA 
before the 

SECURITIES AND EXCHANGE COMMISSION 
SECURITIES EXCHANGE ACT OF 1934 

Release No. 82897 / March 19, 2018 

WHISTLEBLOWER AWARD PROCEEDING 
File No. 2018-6 

 
In the Matter of the Claims for Award 

 
in connection with 

 
 

Redacted 

 
 
 
 
 

Notice of Covered Action 
 
 

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

The Claims Review Staff (“CRS”) issued a Preliminary Determination related to Covered 
Action Redacted (“Covered Action”). The Preliminary Determination recommended that Redacted 

Redacted (“Claimant #1”) and Redacted (“Claimant #2”) jointly receive a whistleblower 
award of *** in the Covered Action identified in the caption above. The Preliminary 
Determination also recommended that Redacted (“Claimant #3”) receive a whistleblower 
award of *** in the Covered Action. The Preliminary Determination also recommended that the 
award application submitted by Redacted (“Claimant #5”) and the award application 
jointly submitted by Redacted (“Claimant #6”) and Redacted (“Claimant #7”) be denied. 
Claimants #5, #6, and #7 filed timely responses contesting the Preliminary Determination.1 

For the reasons stated below, we make the following determinations: Claimant #1’s and 
Claimant #2’s joint award claim is approved in the amount of *** of the monetary sanctions 
collected, or to be collected, in the Covered Action, for an undivided payout of more than 

 
 

1 The Preliminary Determination further recommended that the award applications 
submitted by two other claimants be denied. Those two claimants failed to submit a response 
contesting the Preliminary Determination and, therefore, the Preliminary Determination denying 
their claims for awards have become the final order of the Commission with respect to their 
award applications. 

Redacted 



2  

$49,000,000;2 that Claimant #3’s award claim is approved in the amount of 
 

*** of the monetary 
sanctions collected, or to be collected, in the Covered Action, for a payout of more than 
$33,000,000; and that the applications submitted by Claimants #5, #6, and #7 are denied. 

I. Background 

A.  The award program 
 

In 2010, Congress added Section 21F to the Securities Exchange Act of 1934 (the 
“Exchange Act”). Among other things, Section 21F authorizes the Commission to pay monetary 
awards—subject to certain limitations, exclusions, and conditions—to individuals who 
voluntarily provide the Commission with original information about a violation of the securities 
laws that leads to a successful Commission judicial or administrative action in which the 
monetary sanctions exceed $1,000,000.3 The total award amounts paid shall be “not less than 10 
percent, in total, of what has been collected of the monetary sanctions” and “not more than 30 
percent, in total, of what has been collected[.]”4 

 
B.  Relevant facts 

 

On Redacted the Commission instituted 
 

Redacted 

Redacted the Covered Action in which the respondents named in the action (collectively, 
 
 
 

 

2 We have determined to treat Claimants #1 and #2 jointly as a “whistleblower” for 
purposes of the award determination given that they jointly submitted their Form TCR and Form 
WB-APP. See Exchange Act Section 21F(a)(6) (defining “whistleblower” to mean “2 or more 
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 #1 and #2. Unless Claimants #1 and #2, 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 See Exchange Act §§ 21F(a) & (b). 

4 Exchange Act § 21F(b)(1).  We note that, in the context of an award proceeding 
involving two or more meritorious whistleblower claimants, the award must be allocated among 
the claimants and may never exceed an aggregate percentage amount of 30% of the monetary 
sanctions collected. See Exchange Act Rule 21F-5(c) (explaining that “[i]f the Commission 
makes awards to more than one whistleblower in connection with the same action or related 
action,” then “in no event will the total amount awarded to all whistleblowers in the aggregate be 
… greater than 30 percent of the amount the Commission or the other authorities collect”). 



3  

“Respondents” or “Company”) were ordered to 
Redacted 

 
 
 

Redacted 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Redacted 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Redacted 

Redacted 

 
 
 
 

Because the monetary sanctions imposed on the Respondents exceeded the statutory 
threshold for a potential whistleblower award under Section 21F of the Exchange Act, the Office 
of the Whistleblower (“OWB”) posted Notice of Covered Action 
Action. 

Redacted for the Covered 

 

II. Claimants #1 and #2 

We find that Claimants #1 and #2 jointly voluntarily provided original information to the 
Commission that led to the successful enforcement of the Covered Action pursuant to 
Section 21F(b)(1) of the Exchange Act and Rule 21F-3(a) promulgated thereunder.5 

Based on our review of the record, including declarations from Commission staff who 
handled the Covered Action, we find the following events occurred with respect to Claimant #1’s 
and #2’s jointly submitted information. 

On Redacted staff in the 
 

Redacted 

Commission’s Division of Enforcement (“Enforcement”) received a specific and detailed 
whistleblower tip on Form TCR jointly submitted by Claimants #1 and #2, Redacted 

Redacted In their tip, Claimants #1 and #2 provided detailed information concerning the 
 
 

 

5 17 C.F.R. § 240.21F-3(a). 



4  

Company’s alleged violation of 
Among other things, the tip detailed 

Redacted 

Redacted 

 
 
 

Based on that tip, Enforcement staff opened an investigation (hereinafter, “First 
Investigation”). The allegation in Claimant #1’s and #2’s tip concerning Redacted would 
become the focus of staff’s First Investigation and the cornerstone of Redacted 

*** the Commission’s subsequent action against the Company. During the First Investigation, 
Claimants #1 and #2 continued to provide ongoing assistance to the Enforcement staff, including 
through in-person meetings, conference calls, and supplemental submissions, and provided 
critical information that advanced the First Investigation, including the identification of 
potentially relevant documents and key witnesses. 

Based on the foregoing contributions that Claimants #1 and #2 made to the 
Commission’s successful pursuit of this Covered Action, and considering the relative joint 
contributions of Claimants #1 and #2 vis-à-vis the other meritorious whistleblower in this matter, 
we adopt the Preliminary Determination’s recommendation that Claimants #1 and #2 should 
jointly receive *** of the monetary sanctions collected in the Covered Action. In reaching this 
determination, we have carefully considered the award criteria specified in Exchange Act Rules 
21F-5 and 21F-6 as they relate to Claimant #1’s and #2’s joint contributions to the Covered 
Action. In particular, we considered the facts that Claimant #1 

Redacted 

Redacted 

 
 

Redacted the information that Claimants #1 and 
#2 provided to the Commission was significant; and that Claimants #1 and #2 provided 
continuing and helpful assistance to the Enforcement staff during the First Investigation that 
saved a substantial amount of time and resources in the First Investigation. We also took into 
account that Claimants #1 and #2 unreasonably delayed in reporting their information to the 
Commission.6 

 
 

6 We have chosen to reduce the award amount less than we might otherwise have in 
recognition of the fact that Claimants #1 and #2 Redacted 

 

 
additional facts 

Claimants #1 and #2 subsequently learned 
Redacted 

Redacted and, after learning the additional facts, promptly reported their information to the 
Commission. However, we also note that Redacted 

 
 

Our rules seek to incentivize individuals who are 
“aware of the relevant facts” to promptly report “possible violation[s] of the federal securities 
laws.” Exchange Act Rules 21F-6(b)(2)(i) and 2(a)(1), 17 C.F.R. § 240.21F-6(b)(2)(i) and 



5  

Redacted 

III. Claimant #3 

We find that Claimant #3 voluntarily provided original information to the Commission 
that led to the successful enforcement of the Covered Action pursuant to Section 21F(b)(1) of the 
Exchange Act and Rule 21F-3(a) promulgated thereunder.7 

Based on our review of the record, including declarations from Commission staff who 
handled the Covered Action, we find the following events occurred with respect to Claimant #3’s 
information. On Redacted the Enforcement staff responsible for the First Investigation, 
received a whistleblower tip on Form TCR from Claimant #3, Redacted According 
to the tip, Redacted 

 
 
 
 
 
 
 
 

The information was previously unknown to the staff handling the investigation 
that resulted in the Covered Action. 

As a result of that tip, the same Enforcement staff on the First Investigation opened a 
second, separate investigation to investigate the misconduct alleged by Claimant #3 (hereinafter, 
the “Second Investigation”) (the “First Investigation” and “Second Investigation” are referred 
collectively herein as “the Investigations”). The allegation in Claimant #3’s tip concerning 

Redacted 
 
 

become the focus of staff’s Second Investigation and the cornerstone of the 

 
 

Redacted 

would 

Redacted in the Commission’s subsequent action against the Company. 

Based on the foregoing contributions that Claimant #3 made to the Commission’s 
successful pursuit of this Covered Action, and considering the relative contributions of Claimant 
#3 vis-à-vis the other meritorious whistleblower in this matter, we adopt the Preliminary 
Determination’s recommendation that Claimant #3 should receive *** of the monetary sanctions 
collected in the Covered Action. In reaching this determination, we have carefully considered 
the award criteria specified in Exchange Act Rules 21F-5 and 21F-6 as they relate to 
Claimant #3’s contributions to the Covered Action. In particular, we considered the facts that 

 
 

2(a)(1). We believe it important to recognize, through our discretion to determine an appropriate 
award percentage, that Claimant #1 and Claimant #2 unreasonably delayed reporting the relevant 
facts to the Commission for an extended period of time, while acknowledging the mitigating 
circumstance described above. 

7 17 C.F.R. § 240.21F-3(a). 



6  

Claimant #3’s information was significant and that Claimant #3 provided follow-up assistance to 
the Enforcement staff.8 

IV. Claimant #5’s Claim Is Denied 
 

A.  Preliminary Determination 

The CRS preliminarily determined to deny Claimant #5’s award claim because 
Claimant #5’s information did not lead to the successful enforcement of the Covered Action 
within the meaning of Section 21F(b)(1) of the Exchange Act and Rules 21F-3(a)(3) and 21F- 
4(c) thereunder. None of the information submitted by Claimant #5 caused the Commission to: 
(i) commence an examination, (ii) open or reopen an investigation, or (iii) inquire into different 
conduct as part of a current Commission examination or investigation under Rule 21F-4(c)(1) of 
the Exchange Act; or significantly contributed to the success of a Commission judicial or 
administrative enforcement action under Rule 21F-4(c)(2) of the Exchange Act. 

In reaching this preliminary determination, the CRS considered record evidence— 
including a declaration from an Enforcement staff member assigned to the First and Second 
Investigations—that revealed that the information provided to the Commission by Claimant #5 
did not help advance either investigation, did not affect the charges brought by the Commission 
in the Covered Action, and was not used in the successful enforcement of the Covered Action. 

According to another Enforcement staff declaration, Claimant #5 began submitting 
whistleblower tips to the Commission in Redacted 

(hereinafter referred to as the “9/27 Tip”). The 9/27 Tip was received by staff in the Redacted 

Regional Office Redacted which, after reviewing it, determined not to take further action on the 
tip and did not forward it to any other region or unit for further action or follow-up. 

In Redacted Claimant #5 submitted another tip through the Commission’s on-line 
portal, which was received by staff on the Investigations in Redacted After receiving this 
tip, staff reached out to Claimant #5’s counsel. Claimant #5 then sent the 9/27 Tip directly to 
staff on the Investigations in Redacted 

According to Enforcement staff responsible for the Investigations, Claimant #5 reported 
very generally and in vague terms various problems at the Company, many of which appeared to 
be unrelated to the issues staff were investigating. Although Claimant #5 provided some 
information on Redacted the information was duplicative of information that staff had already 
received during the First Investigation, which had been opened several months prior to staff 
receiving any information from Claimant #5. 

 

8 Because of the specificity of the information in Claimant #3’s tip, and the credibility that 
the staff felt that Claimant #3 conveyed during a follow-up call, days later the staff determined 
that it was necessary to Redacted 



7  

B.  Response 

Claimant #5’s Response makes the following principal contentions.9 First, Claimant #5 
argues that the Commission should adopt a more flexible or lax standard for determining whether 
a claimant’s information led to the success of an enforcement action so as to allow Claimant #5’s 
claim for award in the Covered Action. Second, Claimant #5 contends that the 9/27 Tip was the 
first, on-point tip concerning Redacted in the Covered Action, even if the 
relevant staff on the Investigations did not receive the tip until two years later. Third, Claimant 
#5 alleges that Claimant #5 provided multiple submissions to the Commission during the Redacted 

Redacted timeframe that related, at least tangentially, to the misconduct in the Covered Action and 
that this should provide Claimant #5 a basis for an award in this matter.10 

C.  Analysis 

We find that, as the record firmly demonstrates, Claimant #5 did not provide information 
that led to the success of the Covered Action. In reaching this conclusion, we have carefully 
considered the entire record as it relates to Claimant #5’s award application, including the 
materials that Claimant #5 submitted in response to the Preliminary Determination and the 
detailed supplemental declaration prepared by an Enforcement staff member from the 
Investigations (“Supplemental Enforcement Declaration”). 

As an initial matter, we decline Claimant #5’s suggestion that we adopt a more flexible or 
lax standard for determining whether a claimant’s original information “led to” the success of the 
particular covered action upon which his or her award application is based. That an individual’s 
original information must have “led to” the success of an enforcement action is a critical 
prerequisite to award eligibility, the standard for which was considered and commented on at 
length during the adoption of the whistleblower rules.11 Were we to abandon our rules and apply 
a lower standard for determining when a claimant’s information leads to the success of an action, 
as Claimant #5 would have us do, such relaxation of this critical precondition to award eligibility 
could undermine the whistleblower program’s purpose of incentivizing individuals to come 
forward with credible intelligence that the agency can leverage in bringing securities law 
violators to justice and protecting investors from further harm. In this regard, we note that the 

 

9 We note that along with the Response, Claimant #5 submitted the correct first page of a 
tip that Claimant #5 had submitted to the Commission, which Claimant #5 had inadvertently not 
included when initially submitting the Form WB-APP. For clarification, we note that the first 
page of that tip has been included as part of the record upon which we make our determination. 

 
10 Any factual or legal contentions not expressly raised and addressed in Claimant #5’s 
Response are deemed waived. 
11 See Securities Whistleblower Incentives and Protections, 76 Fed. Reg. 34,000, 34,323- 
34,327 (June 13, 2011) (“Adopting Release”). 



8  

“led to” requirement was carefully tailored as part of the Commission’s promulgation of the 
whistleblower program rules to provide a uniform standard that would apply to all claimants and 
thus we do not believe that adopting a more relaxed standard for this matter would be 
appropriate.12 

Under the whistleblower rules, an individual’s original information leads to the success 
of an action where it causes staff to (i) commence an examination, (ii) open or reopen an 
investigation, or (iii) inquire into different conduct as part of a current Commission examination 
or investigation under Rule 21F-4(c)(1) of the Exchange Act; or alternatively, where in the 
context of an existing investigation, the individual’s original information significantly 
contributes to the success of a Commission judicial or administrative enforcement action under 
Rule 21F-4(c)(2) of the Exchange Act. In determining whether an individual’s information 
significantly contributed to an action, we consider factors such as whether the information 
allowed us to bring: the action in significantly less time or with significantly fewer resources; 
additional successful claims; or successful claims against additional individuals or entities.13 
The individual’s information must have been “meaningful” in that it “made a substantial and 
important contribution” to the success of the covered action.14 

As discussed below, Claimant #5’s information does not satisfy either prong of the “led 
to” requirement, as the information did not cause the relevant Enforcement staff to open the 
Investigations, and it did not significantly contribute to the success of the Covered Action. 

 
 
 

12 To the extent that Claimant #5 is requesting that we waive the “led to” requirement here, 
we decline to do so. First, we have never waived the requirement that a claimant’s tip must 
satisfy the “led to” requirement as provided for in the Commission’s whistleblower rules. 
Second, even if we might waive that requirement in some future matter, we would not do so here 
as we find that a waiver would not be in the public interest—a critical prerequisite for a waiver 
under Section 36(a) of the Exchange Act. Based on our review, the information in the 9/27 Tip 
generally did not relate to the specific violations that comprised the Covered Action, which alone 
defeats any contention that a waiver would be in the public interest in our view. Finally, to the 
extent that the Claimant has identified other award matters where we have waived a substantive 
requirement to permit an applicant to obtain an award, we note that these other matters involved 
either the application of our rules to events that predated the adoption of our rules (which is not 
the case here) or the unusual factual situations presented by those matters were simply not 
contemplated by the Commission in crafting the whistleblower rules and the Commission found 
that a strict application of the rules in those specific instances would be contrary to the public 
interest and the broader purposes of the whistleblower program (which is not the case here). 

 
13 See Adopting Release, 76 Fed. Reg. at 34,325. 

14 Release No. 77833, Whistleblower Award Proceeding File No. 2016-9 (May 13, 2016). 



9  

Redacted 

1. 9/27 Tip 

Contrary to Claimant #5’s assertions, the 9/27 Tip, which the relevant investigative staff 
received approximately two years later in Redacted was not on-point or directly related to 
the Redacted .15 As discussed above, 

Redacted 

Redacted 
 
 
 
 

Unlike Claimant #3’s 

 
 
 
 
 

Redacted 

Redacted Claimant #5’s 9/27 Tip says nothing about 
Redacted 

Redacted  
To the 

contrary, the 9/27 Tip alleged a different type of misconduct by an affiliate of the Company, 
which was not a part of the Commission’s findings in the Covered Action. The 9/27 Tip, on its 
face, was not relevant to the charges the Commission ultimately filed against the Company. 

Based on the supplemental declaration prepared by an Enforcement staff member 
assigned to the First and Second Investigations, we find that it was not until Redacted when 
Enforcement staff received the whistleblower tip from Claimant #3, that they learned of the 
misconduct concerning the tip from Claimant #3 led the staff to 
open the Second Investigation.16 Furthermore, after opening the Second Investigation, there was 
nothing in the 9/27 Tip that staff used in connection with the Second Investigation or affected the 
subsequent charges brought by the Commission, including with respect to Redacted 

 
 
 

To be clear, Claimant #5 is not being denied an award because, as Claimant #5 suggests, 
the Commission failed to properly triage the 9/27 Tip. To the contrary, that tip was reviewed by 
two separate Enforcement teams, including the relevant Enforcement staff on the Investigations. 
Had the 9/27 Tip concerned the misconduct that Claimant #3 later detailed in Claimant’s #3’s 
tip, the relevant Enforcement staff may have opened the Second Investigation after receiving 
Claimant #5’s 9/27 Tip in Redacted That the relevant staff received Claimant #5’s 9/27 
Tip prior to receiving information from Claimant #3 underscores the fact that the 9/27 Tip was 
not on-point or directly related to Redacted 

2. Supplemental Submissions 

Claimant #5 then argues that Claimant #5 made multiple submissions to the relevant 
Enforcement staff during the Redacted time period, and that the initial Enforcement staff 

 
 

15 Claimant #5 does not argue in the Response that the 9/27 Tip related to Redacted 

Redacted Claimant #5’s contentions with respect to the 9/27 Tip concerns only Redacted 

Redacted charged in the Covered Action. Thus, we find that Claimant #5 has waived any 
contention that the 9/27 tip led to the success of Redacted 

 

16 The supplemental declaration prepared by the Enforcement staff member addresses 
certain factual matters raised by Claimant # 5’s Response to the Preliminary Determination. 



10  

declaration does not fully address the “14 detailed zones of information” supplied by 
Claimant #5 in those submissions. 

Based on the supplemental declaration provided by Enforcement staff, we find that the 
information provided by Claimant #5 in Redacted neither caused staff to open the 
Investigations nor significantly contributed to the success of the Covered Action. None of those 
supplemental submissions advanced the Investigations or the resulting charges in the 
Commission’s Order. None of those submissions concerned the misconduct that became the 
cornerstone of Redacted None of those submissions contained new 
information concerning the misconduct that staff were investigating in connection with the First 
Investigation. None of the information provided by Claimant #5 helped staff build a stronger 
case, bring additional charges, bring charges against additional wrongdoers, or allowed staff to 
save time and resources. None of Claimant #5’s information helped staff negotiate a more 
favorable settlement, and none of the information was used in the Commission’s Order. That 
Claimant #5 provided information alleging general or other kinds of purported misconduct by the 
Company does not make Claimant #5 eligible for an award with respect to this particular 
Covered Action.17 

Accordingly, we find that the information provided by Claimant #5 in either the 9/27 Tip 
or the supplemental submissions did not help initiate or advance the Investigations, nor was the 
information in the submissions used in the successful enforcement of the Covered Action. 

V.  Claimants #6’s and #7’s Claim is Denied 

A.  CRS Preliminary Denial 

The CRS preliminarily determined to deny Claimants #6 and #7’s joint award claim 
because their information did not lead to the successful enforcement of the Covered Action. In 
doing so, the CRS relied on record evidence that demonstrated that Enforcement staff on the 
Investigations received no information from Claimants #6 and #7 during the course of the 
Investigations and had no communications with them. 

B.  Claimants #6’s and #7’s Response 

In the response, Claimants #6 and #7 contend that they made multiple submissions over 
the course of several years that were not directed at specific or individual violations, but instead 
related more broadly to enforcement opportunities that covered a wide variety of illegal activity. 
In their Response, Claimants #6 and #7 specifically identify eleven of their submissions they 
believe to be most relevant. 

 
 
 

17 The record reflects that not only did Enforcement staff follow-up on Claimant #5’s 
allegations of different Company misconduct, but also that staff opened a new and separate 
investigation to test Claimant #5’s allegations and found insufficient evidence to support them. 



11  

Redacted 

Redacted 

In addition to filing a tip pursuant to the procedures specified in Exchange Act Rule 21F- 
9, Claimants #6 and #7 contend that they sent numerous submissions directly to the head of a 
specialty unit within the Division of Enforcement and met with the staff of that unit. It was their 
understanding that the staff would funnel their information throughout the Commission as 
appropriate.18 

C.  Analysis 

As an initial matter, we observe that Claimants #6 and #7 do not dispute in their 
Response that their information was never directly or indirectly provided to the staff handling the 
Investigations, or reviewed or used by those staff members in the course of the Investigations or 
otherwise. Indeed, Claimants #6 and #7 at no point dispute (either through argument or 
evidence) the finding in the Preliminary Determination that their information did not lead to the 
success of the Covered Action. Based on the foregoing, we find that Claimants #6 and #7 have 
thus waived any challenge to that preliminary finding and deny their joint award application on 
this ground. 

We also deny their application on the separate ground that, as the record demonstrates, 
their information did not lead to the success of the Covered Action. Based on the declarations 
from an Enforcement staff member assigned to the First and Second Investigations, we find that 
staff on the Investigations never received any information directly from Claimants #6 and #7 or 
had any communications with them, nor did staff on the Investigations indirectly receive 
information from Claimants #6 and #7 through the specialty unit staff to which Claimants #6 and 
#7 had provided their information.19 Furthermore, the eleven submissions identified by 
Claimants #6 and #7 in their Response do not appear to facially relate to the misconduct that was 
the focus of the Investigations or the findings made by the Commission in the Covered Action. 

To be eligible for a whistleblower award, a claimant’s information must have led to the 
success of the underlying Covered Action. As staff on the Investigations did not receive any 
information directly or indirectly from Claimants #6 and #7, and their information does not 
appear to relate to the specific misconduct that was at issue in this matter, Claimants #6’s and 

 
 
 
 

18 In staff in this specialized unit opened an investigation based on the 
information submitted by Claimants #6 and #7. However, in the staff closed that 
investigation after deciding not to recommend that the Commission pursue an enforcement 
action. The staff determined that the allegations were unfounded. 

 
19 The Enforcement staff member submitted two declarations. The first declaration was 
prepared at the preliminary-determination stage and a second declaration was prepared to address 
certain matters that Claimants #5, #6 and #7 raised in response to the Preliminary Determination. 



12  

Redacted 

Redacted 

Redacted 

#7’s information did not cause staff to open the Investigations, nor did it significantly contribute 
to the success of the Covered Action.20 

VI. Conclusion 

Accordingly, it is ORDERED that Claimants #1 and #2 shall jointly receive an undivided 
award of Redacted percent ( *** ) of the monetary sanctions collected, or to be collected, in the 
Covered Action. 

ORDERED that Claimant #3 receive an award of Redacted
 

sanctions collected, or to be collected, in the Covered Action. 

 
percent ( ***

 

 

) of the monetary 

ORDERED that Claimant #5’s, Claimant #6’s, and Claimant #7’s whistleblower award 
claims be denied because the record demonstrates that Claimant #5, Claimant #6, and 
Claimant #7 did not provide original information that led to the successful enforcement of the 
Covered Action and they have not shown otherwise in their requests for reconsideration of the 
Preliminary Determination. 

By the Commission. 

Brent J. Fields 

Secretary 

 
 
 
 
 
 
 
 
 
 

20 In their Response to the Preliminary Determination, Claimants #6 and #7 cite to 
TCR Redacted (which corresponds with a Form TCR that they submitted in 
Redacted), as well as 11 other submissions.  They did not attach the 11 submissions to their 
Response. We note that the administrative record includes all of the supplemental submissions 
made under TCR Redacted as well as 10 of the 11 other submissions that Claimants #6 
and #7 specifically identified in their Response. However, the record does not include one of the 
11 submissions that the Claimants identify (purportedly entitled 

) because we have been unable to locate that item internally and have no record of 
having ever received it, nor (as noted above) did the Claimants submit it to us as part of their 
Response. We note that the absence of this item from the record has no bearing on our decision 
to deny Claimants #6 and #7 an award because, as explained in a declaration submitted by an 
Enforcement staff member involved with the Covered Action, nothing that the Claimants 
provided to the Commission was received by the Covered Action staff (either directly from the 
Claimants or indirectly through the specialty unit staff to which Claimants #6 and #7 had 
provided their information). 


	ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS
	I. Background
	B. Relevant facts
	II. Claimants #1 and #2
	III. Claimant #3
	IV. Claimant #5’s Claim Is Denied
	B. Response
	C. Analysis
	V. Claimants #6’s and #7’s Claim is Denied
	B. Claimants #6’s and #7’s Response
	C. Analysis
	VI. Conclusion