In re WALDEMAR GRAB

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 81544 / September 7, 2017 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 3893 / September 7, 2017 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-18161 
 
In the Matter of 
WALDEMAR GRAB, 
Respondent. 
 
 ORDER INSTITUTING PUBLIC 
 ADMINISTRATIVE PROCEEDINGS 
PURSUANT TO RULE 102(e) OF THE 
COMMISSION’S RULES OF 
PRACTICE, MAKING FINDINGS, 
AND IMPOSING REMEDIAL 
SANCTIONS 
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative proceedings be, and hereby are, instituted against 
Waldemar Grab (“Respondent” or “Grab”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
Rules of Practice.
1
  
 
 II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose  of  these  proceedings  and  any  other  proceedings  brought  by  or  on  behalf  of  the 
Commission,  or  to  which  the  Commission  is  a  party,  and  without  admitting  or  denying  the 
                                                 
1 
Rule 102(e)(3)(i) provides, in relevant part, that: 
 
 The Commission, with due regard to the public interest and without preliminary hearing, 
may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
the violation of any provision of the Federal securities laws or of the rules and regulations 
thereunder. 

 
2 
 
 
findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 
these  proceedings,  and  the  findings  contained  in  Section  III.3 below,  which are  admitted, 
Respondent  consents  to  the  entry  of  this  Order  Instituting  Administrative  Proceedings  Pursuant 
to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
Sanctions (“Order”), as set forth below.   
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds that: 
1. Respondent Grab is  a  resident  of Carstairs,  Alberta,  Canada.    Grab  held various 
accounting positions at Penn West Petroleum Ltd. (“Penn West”) between 1994 and 2005, when he 
was  named Operations Controller and  assumed  management  over  the  accounting  for  operating 
expenses,  capital  expenditures,  acquisitions  and  divestitures,  and  accounts  receivable.  Grab 
remained Operations Controller at Penn West until his termination from Penn West in June 2014. 
2. Penn  West is  an Alberta,  Canada corporation in  the  business  of  oil  and  gas 
exploration  and  production  in  the  western  provinces  of  Canada.    Its  headquarters  are  in Calgary, 
Alberta,  Canada.    Penn West’s common  stock is registered  with  the  Commission  pursuant  to 
Section  12(b)  of  the Securities Exchange  Act of 1934 (“Exchange Act”) and  traded  on  the New 
York Stock Exchange under the trading symbol “PWE” and on the Toronto Stock Exchange under 
the symbol “PWT.”  
3. On July 25,  2017,  the  U.S.  District  Court  for  the  Southern  District  of  New  York 
entered  a  Final  Judgment Imposing  Permanent  Injunction by  consent  against Grab,  permanently 
enjoining him from  violations  of  Section  17(a)  of  the  Securities  Act  of  1933,  Sections  10(b)  and 
13(b)(5) of the Exchange Act, and Exchange Act Rules 10b-5 and 13b2-1, and aiding and abetting 
violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act 
Rules 12b-20, 13a-1, and  13a-16.   SEC  v. Penn  West  Petroleum  Ltd., et  al.,  17-CV-4866-GHW 
(S.D.N.Y.).   
4. Among other things, the Commission’s Complaint alleged that Grab participated in 
a fraudulent scheme, which resulted in Penn West filing materially false and misleading financial 
statements in the company’s annual reports on Form 40-F for the fiscal years ended December 31, 
2012 and December 31, 2013, and in the company’s quarterly report for the period ended March 
31,  2014,  filed  under  Form  6-K.    The  Complaint  alleged  that  Grab  engaged  in  a  number  of 
improper  accounting  practices  to  manage  and  materially  underreport the company’s operating 
expenses, including improperly moving or directing others to move costs out of operating expense 
accounts  into  capital  accounts  using  false  and  unsupported  journal  entries.    By  doing  so,  as  the 
Complaint  alleged,  Grab  also circumvented Penn West’s internal accounting controls and aided 
and abetted the company’s books and records violations. 
 
 

 
3 
 
 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanction agreed to in Respondent Grab’s Offer. 
 
 Accordingly, it is hereby ORDERED, effective immediately, that: 
 
 A. Waldemar Grab is suspended from appearing or practicing before the Commission 
as an accountant. 
 By the Commission. 
 
 
 
       Brent J. Fields 
       Secretary 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 81544 / September 7, 2017 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 3893 / September 7, 2017 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-18161 

 

In the Matter of 

WALDEMAR GRAB, 

Respondent. 

 

 ORDER INSTITUTING PUBLIC 

 ADMINISTRATIVE PROCEEDINGS 

PURSUANT TO RULE 102(e) OF THE 

COMMISSION’S RULES OF 

PRACTICE, MAKING FINDINGS, 

AND IMPOSING REMEDIAL 

SANCTIONS 

 

I. 

 

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

the public interest that public administrative proceedings be, and hereby are, instituted against 

Waldemar Grab (“Respondent” or “Grab”) pursuant to Rule 102(e)(3)(i) of the Commission’s 

Rules of Practice.
1
  

 

 II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

                                                 
1 

Rule 102(e)(3)(i) provides, in relevant part, that: 

 

 The Commission, with due regard to the public interest and without preliminary hearing, 

may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 

been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 

or her misconduct in an action brought by the Commission, from violating or aiding and abetting 

the violation of any provision of the Federal securities laws or of the rules and regulations 

thereunder. 



 

2 

 

 
findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 

these proceedings, and the findings contained in Section III.3 below, which are admitted, 

Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant 

to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 

Sanctions (“Order”), as set forth below.   

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds that: 

1. Respondent Grab is a resident of Carstairs, Alberta, Canada.  Grab held various 

accounting positions at Penn West Petroleum Ltd. (“Penn West”) between 1994 and 2005, when he 

was named Operations Controller and assumed management over the accounting for operating 

expenses, capital expenditures, acquisitions and divestitures, and accounts receivable.  Grab 

remained Operations Controller at Penn West until his termination from Penn West in June 2014. 

2. Penn West is an Alberta, Canada corporation in the business of oil and gas 

exploration and production in the western provinces of Canada.  Its headquarters are in Calgary, 

Alberta, Canada.   Penn West’s common stock is registered with the Commission pursuant to 

Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and traded on the New 

York Stock Exchange under the trading symbol “PWE” and on the Toronto Stock Exchange under 

the symbol “PWT.”  

3. On July 25, 2017, the U.S. District Court for the Southern District of New York 

entered a Final Judgment Imposing Permanent Injunction by consent against Grab, permanently 

enjoining him from violations of Section 17(a) of the Securities Act of 1933, Sections 10(b) and 

13(b)(5) of the Exchange Act, and Exchange Act Rules 10b-5 and 13b2-1, and aiding and abetting 

violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act 

Rules 12b-20, 13a-1, and 13a-16.  SEC v. Penn West Petroleum Ltd., et al., 17-CV-4866-GHW 

(S.D.N.Y.).   

4. Among other things, the Commission’s Complaint alleged that Grab participated in 

a fraudulent scheme, which resulted in Penn West filing materially false and misleading financial 

statements in the company’s annual reports on Form 40-F for the fiscal years ended December 31, 

2012 and December 31, 2013, and in the company’s quarterly report for the period ended March 

31, 2014, filed under Form 6-K.  The Complaint alleged that Grab engaged in a number of 

improper accounting practices to manage and materially underreport the company’s operating 

expenses, including improperly moving or directing others to move costs out of operating expense 

accounts into capital accounts using false and unsupported journal entries.  By doing so, as the 

Complaint alleged, Grab also circumvented Penn West’s internal accounting controls and aided 

and abetted the company’s books and records violations. 

 

 



 

3 

 

 
IV. 

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

to impose the sanction agreed to in Respondent Grab’s Offer. 

 

 Accordingly, it is hereby ORDERED, effective immediately, that: 

 

 A. Waldemar Grab is suspended from appearing or practicing before the Commission 

as an accountant. 

 By the Commission. 

 

 

 

       Brent J. Fields 

       Secretary