In re Grays Peak Ventures LLC

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101179 / September 25, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22195 
 
 
In the Matter of 
 
Grays Peak Ventures LLC, 
Scott B. Stevens, and Michael 
Winterhalter 
 
Respondents. 
 
 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT 
TO SECTION 21C OF THE 
SECURITIES EXCHANGE ACT OF 
1934, MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-DESIST 
ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Grays Peak Ventures LLC (“Grays Peak”), Scott 
B. Stevens (“Stevens”), and Michael Winterhalter (“Winterhalter”) (collectively “Respondents”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement (the “Offers”) which the Commission has determined to accept. Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the jurisdiction over it and the subject matter of these proceedings, which are 
admitted, and except as provided herein in Section V, Respondents consent to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 
Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 
forth below.   
 

 2 
III. 
 
 On the basis of this Order and Respondents’ Offers, the Commission finds
1
 that: 
 
Summary 
 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 
thereunder together require that any person who directly or indirectly acquires beneficial 
ownership of more than five percent of a voting class of any equity security registered under 
Section 12 of the Exchange Act file a statement with the Commission.  During the relevant time, 
beneficial owners could comply with this requirement by filing a Schedule 13D with the 
Commission within 10 days after acquiring the requisite amount of beneficial ownership.  
Whenever a material change occurred to the facts set forth in any Schedule 13D so filed, the 
disclosure statement was required to have been truthfully amended to reflect that material change 
and filed promptly. 
 
2. Section 16(a) of the Exchange Act requires officers and directors of a company 
with a registered class of equity security, and any beneficial owners of greater than 10% of such 
class of equity security, to file certain reports of securities holdings and transactions.  Enactment of 
Section 16(a) was motivated by a belief that “the most potent weapon against the abuse of insider 
information is full and prompt publicity” and by a desire “to give investors an idea of the purchases 
and sales by insiders which may in turn indicate their private opinion as to prospects of the 
company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  The obligation to make Section 16 filings applies 
irrespective of profits or the filer’s reasons for engaging in the transactions.   
 
3.   Respondents were officers, directors, or significant shareholders of Agentix Corp. 
(“Agentix”).  While subject to the reporting requirements above, Respondents failed to file timely, 
or amend timely, reports of their positions and certain transactions in Agentix securities.  As a 
result, Respondents violated Sections 13(d) and 16(a) and related rules. 
 
Respondents 
 
4. Winterhalter, age 63, and a resident of Dana Point, California, served as an officer 
and director of Agentix from April 18, 2013, until July 10, 2019, and then again from May 8, 2020, 
until December 2, 2020.  Prior to July 3, 2019, Agentix was known as Fairwind Energy Inc. 
(“Fairwind”).   
 
5. Stevens, age 48, and a resident of Bedford, New York, served as an officer and 
director of Agentix from June 10, 2019, to May 8, 2020, and then served as a director from July 2, 
2020, through June 4, 2021.  Stevens is the managing member of Grays Peak. 
 
                                                 
1
 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any other 
person or entity in this or any other proceeding. 
 

 3 
6. Grays Peak is an investment vehicle with a principal business address in New York, 
New York, whose managing member is Stevens. 
 
Legal Framework 
 
7. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 
any person who has directly or indirectly acquired beneficial ownership of more than five percent of 
any voting class of equity security registered under Section 12 of the Exchange Act to file a 
statement with the Commission disclosing certain information specified in a Schedule 13D.  During 
the relevant time, individuals or entities could comply with this requirement by filing a Schedule 
13D with the Commission within ten days after they acquired the requisite amount of beneficial 
ownership.
2
  Section 13(d) is a key provision that allows shareholders and potential investors to 
evaluate changes in substantial shareholdings.
3
   
 
8. During the time period relevant to this matter, Section 13(d)(2) of the Exchange Act 
and Rule 13d-2(a) thereunder required a person who had filed a Schedule 13D to file an amendment 
“promptly”
4
 if any material change occurred in the facts set forth in that filing, including but not 
limited to, any material increase or decrease in the percentage of the class beneficially owned.  An 
acquisition or disposition of beneficial ownership in an amount equal to one percent or more of a 
class of equity securities is deemed material by Rule 13d-2(a). 
 
9. Section 16(a) of the Exchange Act and Rule 16a-3 apply to every officer, director, 
and greater than ten percent beneficial owner
5
 of any class of equity security registered pursuant to 
Exchange Act Section 12 (collectively referred to herein as “insiders”).  Pursuant to Rule 16a-3(a), 
insiders are required to file initial statements of holdings on Form 3 and keep this information 
                                                 
2
 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 
under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  
Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 
(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 
statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 2024.  Id. at 
76897, 76906. 
 
3
 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S. 910 (1972); see also 
SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 
No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“The purpose of 
section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 
their interest in the equity securities of a company by a substantial amount, within a relatively short period of 
time.”). 
 
4
 Although the term “promptly” was not defined under the rules in effect at the time of the violation, any delay in 
filing beyond the date the filing reasonably could have been made may not have been prompt. Amendments to 
Beneficial Ownership Reporting Requirements, SEC Rel. No. 34-39538, 1998 WL 7449, at *3 n.14 (Jan. 12, 1998). 
   
5
 For purposes of determining who is a greater than 10% beneficial owner required to report under Section 16(a), 
Rule 16a-1(a)(1) incorporates the standards in Exchange Act Rule 13d-3, which specifies that a “beneficial owner” 
includes any person who directly or indirectly has or shares voting or investment power, regardless of whether they 
have any economic interest in the securities.  More than one person may be a beneficial owner of the same securities.   
 

 4 
current by reporting transactions on Forms 4 and 5.  Specifically, Section 16(a)(2) of the Exchange 
Act and Rule 16a-3 thereunder require that within 10 days after becoming an insider, or on or 
before the effective date of the Section 12 registration of the class of equity security, an insider 
must file a Form 3 report disclosing his or her beneficial ownership of all securities of the issuer. 
These same provisions require that insiders must also file Form 4 reports disclosing certain 
transactions resulting in a change in beneficial ownership within two business days following the 
execution date of the transaction.  Pursuant to Rule 16a-3(g)(1), transactions required to be 
reported on Form 4 include purchases and sales of securities, exercises and conversions of 
derivative securities, and grants or awards of securities from the issuer.  In addition, according to 
Rule 16a-3(f)(1), insiders are required to file a Form 5 report within 45 days after the issuer’s fiscal 
year-end to report any transactions or holdings that should have been, but were not, reported on 
Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions eligible 
for deferred reporting (unless the corporate insider has previously reported all such transactions).   
 
10. There is no state of mind requirement for violations of Sections 13(d) and 16(a) and 
the rules thereunder.
6
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
7
  
 
Facts 
 
Grays Peak and Stevens 
 
11. On June 11, 2019, Stevens timely filed a Form 3 indicating that he was a director 
and officer of Fairwind but that he did not beneficially own any shares in the company. 
 
12. On October 30, 2019, Grays Peak filed a Form 3 reporting that it was a 10% owner 
of Agentix.  The form represented that the date of event that required the filing (“Event Date”) was 
October 9, 2019.  The Form 3 was due within 10 days of the Event Date and was therefore filed 
late. 
 
13. Stevens filed a Form 4 on October 31, 2019, reporting that he was a director, officer 
and 10% owner. The form represented that the Event Date was October 9, 2019.  This Form 4 was 
required to be filed within two business days of the Event Date and was therefore filed late. 
 
                                                 
6
 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 
intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 
persons.”); SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to 
establish a violation of Section 16(a) of the Exchange Act). 
 
7 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 
have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); Herbert Moskowitz, 77 SEC 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 
(“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to whether violations of 
Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 
 

 5 
14. According to its Form 10-Q filed on April 27, 2020, Agentix issued 767,000 shares 
of stock to Grays Peak on March 29, 2020.  The Form 10-Q represented the shares “amounted to 
approximately 30% of the issued and outstanding shares of common stock of the Company on the 
date of issuance.”  Grays Peak should have filed a Form 4 reflecting this transaction within two 
business days of March 29, 2020, but did not file the form until May 21, 2020.  That filing was 
late. 
 
15. As the managing member of Grays Peak, Stevens had an indirect pecuniary interest 
in the 767,000 Agentix shares acquired by Grays Peak and was obligated to report this transaction 
on his own behalf.  Although Stevens signed the May 21, 2020 Form 4 on behalf of Grays Peak, he 
failed to file his own Form 4.  Moreover, since Stevens should have, but did not, report the 
transaction on Form 4, he was required to report the transaction on Form 5, but he failed to do so. 
 
16. Stevens and Grays Peak filed a Schedule 13D on May 26, 2020, reporting an Event 
Date of March 29, 2020.  Stevens and Grays Peak both signed as reporting persons.  The Schedule 
13D represented that Stevens and Grays Peak had beneficial ownership of 2,188,070 shares of 
Agentix common stock, representing 57.4% of outstanding shares.  This Schedule 13D should 
have been filed within 10 days of the Event Date, and thus was filed late. 
 
Winterhalter 
 
17. Winterhalter filed a Schedule 13D and a Form 3 on April 7, 2015, reflecting his 
beneficial ownership of Fairwind common stock.  Winterhalter did not make any Form 4 filings 
until November 5, 2019, and he did not file any amendments to his Schedule 13D until May 26, 
2020.   
 
18. On November 5, 2019, Winterhalter timely filed a Form 4 reflecting a sale of 8,433 
shares of Agentix common stock on November 4, 2019.  The Form 4 reported that Winterhalter 
beneficially owned 10,035 shares of Agentix common stock following the transaction.  At the time, 
Agentix had reported approximately 25,000 outstanding shares of common stock.  Thus, the 8,433 
shares of stock sold by Winterhalter on November 4, 2019, constituted about 33% of the 
outstanding shares of Agentix.  As a result, Winterhalter should have promptly filed an amendment 
to his Schedule 13D, but he failed to make a timely filing. 
 
19. On November 22, 2019, Winterhalter sold 10,015 shares of Agentix stock.  On May 
21, 2020, Winterhalter filed a Form 4 to reflect that sale.  The Form 4 showed that Winterhalter 
beneficially owned zero shares of Agentix common stock following the sale.  This Form 4 should 
have been filed within two business days of the transaction and thus was filed late.   
 
20. The 10,015 shares Winterhalter sold on November 22, 2019, constituted 39% of the 
roughly 25,000 outstanding shares of Agentix.  As a result, Winterhalter should have promptly 
filed another amendment to his Schedule 13D.  However, Winterhalter did not file an amendment 
until May 26, 2020, which was late.  At the staff’s request, Winterhalter undertook a review of 
other Schedule 13D filings and voluntarily reported his failure to file this amendment timely. 
 

 6 
21. The May 26, 2020 Schedule 13D amendment also reported that Agentix issued 
150,000 shares of common stock to Winterhalter in March 2020 as compensation.  Winterhalter 
filed a Form 4 on May 21, 2020 regarding this acquisition.  The Form 4 was due within two 
business days of acquiring the shares and was filed late. 
 
Violations 
 
22. As a result of the conduct described above, Grays Peak and Stevens violated 
Sections 13(d)(1) and 16(a) of the Exchange Act and Rules 13d-1 and 16a-3 thereunder. 
 
23. As a result of the conduct described above, Winterhalter violated Sections 13(d)(2) 
and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder. 
 
Cooperation 
 
24. In determining to accept the Offers, the Commission considered cooperation by the 
Respondents afforded to the Commission staff.  Moreover, the Commission considered steps 
undertaken by Winterhalter after being approached by Commission staff. 
  
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Grays Peak’s, Stevens’ and Winterhalter’s Offers. 
 
 Accordingly, it is hereby ORDERED that: 
 
A. Pursuant to Section 21C of the Exchange Act, Respondents Grays Peak Ventures 
LLC and Scott B. Stevens cease and desist from committing or causing any violations and any 
future violations of Sections 13(d)(1) and 16(a) of the Exchange Act and Rules 13d-1 and 16a-3 
thereunder.   
 
B. Pursuant to Section 21C of the Exchange Act, Respondent Michael Winterhalter 
cease and desist from committing or causing any violations and any future violations of Sections 
13(d)(2) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder. 
 
C. Respondent Stevens shall, within 14 days of the entry of this Order, pay a civil 
money penalty in the amount of $20,000 to the Securities and Exchange Commission for transfer 
to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   
 
D. Respondent Winterhalter shall, within 14 days of the entry of this Order, pay a civil 
money penalty in the amount of $20,000 to the Securities and Exchange Commission for transfer 
to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   
 

 7 
E. Respondent Grays Peak shall pay civil penalties of $65,000 to the Securities and 
Exchange Commission for transfer to the general fund of the United States Treasury, subject to 
Exchange Act Section 21F(g)(3). If timely payment is not made, additional interest shall accrue 
pursuant to 31 U.S.C. § 3717.  Payment shall be made in the following installments:  $20,000 
within 14 days after the entry of this Order; $15,000 within 120 days after the entry of this Order; 
$15,000 within 240 days after the entry of this Order; and $15,000 within 360 days after the entry 
of this Order.  Payments shall be applied first to post order interest, which accrues pursuant to 31 
U.S.C. § 3717.  Prior to making the final payment set forth herein, Respondent Grays Peak shall 
contact the staff of the Commission for the amount due. If Respondent Grays Peak fails to make 
any payment by the date agreed and/or in the amount agreed according to the schedule set forth 
above, all outstanding payments under this Order, including post-order interest, minus any 
payments made, shall become due and payable immediately at the discretion of the staff of the 
Commission without further application to the Commission.  
 
Payment must be made in one of the following ways:   
 
(1) Respondents may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request;  
 
(2) Respondents may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondents may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Grays Peak, Stevens and Winterhalter as Respondents in these proceedings, and the file number of 
these proceedings; a copy of the cover letters and checks or money orders must be sent to D. Mark 
Cave, Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F 
St., NE, Washington, DC 20549.  
 
 F. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondents agree that in any Related Investor 
Action, they shall not argue that they are entitled to, nor shall they benefit by, offset or reduction of 
any award of compensatory damages by the amount of any part of Respondents’ payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

 8 
Penalty Offset, Respondents agree that they shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondents by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
G.   Respondent Winterhalter acknowledges that the Commission is not imposing a civil 
penalty in excess of $20,000, based upon his cooperation in a Commission investigation.  If at any 
time following the entry of the Order, the Division of Enforcement (“Division”) obtains 
information indicating that Respondent Winterhalter knowingly provided materially false or 
misleading information or materials to the Commission, or in a related proceeding, the Division 
may, at its sole discretion and with prior notice to Respondent Winterhalter, petition the 
Commission to reopen this matter and seek an order directing that Respondent Winterhalter pay an 
additional civil penalty.  Respondent Winterhalter may contest by way of defense in any resulting 
administrative proceeding whether it knowingly provided materially false or misleading 
information, but may not: (1) contest the findings in the Order; or (2) assert any defense to liability 
or remedy, including, but not limited to, any statute of limitations defense. 
 
V. 
 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 
523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 
Respondents Stevens and Winterhalter, and further, any debt for disgorgement, prejudgment 
interest, civil penalty or other amounts due by Respondents Stevens and Winterhalter under this 
Order or any other judgment, order, consent order, decree or settlement agreement entered in 
connection with this proceeding, is a debt for the violation by Respondents Stevens and 
Winterhalter of the federal securities laws or any regulation or order issued under such laws, as set 
forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101179 / September 25, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22195 

 

 

In the Matter of 

 

Grays Peak Ventures LLC, 

Scott B. Stevens, and Michael 

Winterhalter 

 

Respondents. 

 

 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT 

TO SECTION 21C OF THE 

SECURITIES EXCHANGE ACT OF 

1934, MAKING FINDINGS, AND 

IMPOSING A CEASE-AND-DESIST 

ORDER 

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Grays Peak Ventures LLC (“Grays Peak”), Scott 

B. Stevens (“Stevens”), and Michael Winterhalter (“Winterhalter”) (collectively “Respondents”).   

 

II. 

 

 In anticipation of the institution of these proceedings, Respondents have submitted Offers 

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

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

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

herein, except as to the jurisdiction over it and the subject matter of these proceedings, which are 

admitted, and except as provided herein in Section V, Respondents consent to the entry of this 

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 

Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 

forth below.   

 



 2 

III. 

 

 On the basis of this Order and Respondents’ Offers, the Commission finds1 that: 

 

Summary 

 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 

thereunder together require that any person who directly or indirectly acquires beneficial 

ownership of more than five percent of a voting class of any equity security registered under 

Section 12 of the Exchange Act file a statement with the Commission.  During the relevant time, 

beneficial owners could comply with this requirement by filing a Schedule 13D with the 

Commission within 10 days after acquiring the requisite amount of beneficial ownership.  

Whenever a material change occurred to the facts set forth in any Schedule 13D so filed, the 

disclosure statement was required to have been truthfully amended to reflect that material change 

and filed promptly. 

 

2. Section 16(a) of the Exchange Act requires officers and directors of a company 

with a registered class of equity security, and any beneficial owners of greater than 10% of such 

class of equity security, to file certain reports of securities holdings and transactions.  Enactment of 

Section 16(a) was motivated by a belief that “the most potent weapon against the abuse of insider 

information is full and prompt publicity” and by a desire “to give investors an idea of the purchases 

and sales by insiders which may in turn indicate their private opinion as to prospects of the 

company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  The obligation to make Section 16 filings applies 

irrespective of profits or the filer’s reasons for engaging in the transactions.   
 

3.   Respondents were officers, directors, or significant shareholders of Agentix Corp. 

(“Agentix”).  While subject to the reporting requirements above, Respondents failed to file timely, 

or amend timely, reports of their positions and certain transactions in Agentix securities.  As a 

result, Respondents violated Sections 13(d) and 16(a) and related rules. 

 

Respondents 

 

4. Winterhalter, age 63, and a resident of Dana Point, California, served as an officer 

and director of Agentix from April 18, 2013, until July 10, 2019, and then again from May 8, 2020, 

until December 2, 2020.  Prior to July 3, 2019, Agentix was known as Fairwind Energy Inc. 

(“Fairwind”).   

 

5. Stevens, age 48, and a resident of Bedford, New York, served as an officer and 

director of Agentix from June 10, 2019, to May 8, 2020, and then served as a director from July 2, 

2020, through June 4, 2021.  Stevens is the managing member of Grays Peak. 

 

                                                 
1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any other 

person or entity in this or any other proceeding. 

 



 3 

6. Grays Peak is an investment vehicle with a principal business address in New York, 

New York, whose managing member is Stevens. 

 

Legal Framework 

 

7. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 

any person who has directly or indirectly acquired beneficial ownership of more than five percent of 

any voting class of equity security registered under Section 12 of the Exchange Act to file a 

statement with the Commission disclosing certain information specified in a Schedule 13D.  During 

the relevant time, individuals or entities could comply with this requirement by filing a Schedule 

13D with the Commission within ten days after they acquired the requisite amount of beneficial 

ownership.2  Section 13(d) is a key provision that allows shareholders and potential investors to 

evaluate changes in substantial shareholdings.3   

 

8. During the time period relevant to this matter, Section 13(d)(2) of the Exchange Act 

and Rule 13d-2(a) thereunder required a person who had filed a Schedule 13D to file an amendment 

“promptly”4 if any material change occurred in the facts set forth in that filing, including but not 

limited to, any material increase or decrease in the percentage of the class beneficially owned.  An 

acquisition or disposition of beneficial ownership in an amount equal to one percent or more of a 

class of equity securities is deemed material by Rule 13d-2(a). 

 

9. Section 16(a) of the Exchange Act and Rule 16a-3 apply to every officer, director, 

and greater than ten percent beneficial owner5 of any class of equity security registered pursuant to 

Exchange Act Section 12 (collectively referred to herein as “insiders”).  Pursuant to Rule 16a-3(a), 

insiders are required to file initial statements of holdings on Form 3 and keep this information 

                                                 
2 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 

under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  

Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 

(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 

statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 2024.  Id. at 

76897, 76906. 

 
3 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S. 910 (1972); see also 

SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 

No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“The purpose of 

section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 

their interest in the equity securities of a company by a substantial amount, within a relatively short period of 

time.”). 

 
4 Although the term “promptly” was not defined under the rules in effect at the time of the violation, any delay in 

filing beyond the date the filing reasonably could have been made may not have been prompt. Amendments to 

Beneficial Ownership Reporting Requirements, SEC Rel. No. 34-39538, 1998 WL 7449, at *3 n.14 (Jan. 12, 1998). 

   
5 For purposes of determining who is a greater than 10% beneficial owner required to report under Section 16(a), 

Rule 16a-1(a)(1) incorporates the standards in Exchange Act Rule 13d-3, which specifies that a “beneficial owner” 

includes any person who directly or indirectly has or shares voting or investment power, regardless of whether they 

have any economic interest in the securities.  More than one person may be a beneficial owner of the same securities.   

 



 4 

current by reporting transactions on Forms 4 and 5.  Specifically, Section 16(a)(2) of the Exchange 

Act and Rule 16a-3 thereunder require that within 10 days after becoming an insider, or on or 

before the effective date of the Section 12 registration of the class of equity security, an insider 

must file a Form 3 report disclosing his or her beneficial ownership of all securities of the issuer. 

These same provisions require that insiders must also file Form 4 reports disclosing certain 

transactions resulting in a change in beneficial ownership within two business days following the 

execution date of the transaction.  Pursuant to Rule 16a-3(g)(1), transactions required to be 

reported on Form 4 include purchases and sales of securities, exercises and conversions of 

derivative securities, and grants or awards of securities from the issuer.  In addition, according to 

Rule 16a-3(f)(1), insiders are required to file a Form 5 report within 45 days after the issuer’s fiscal 

year-end to report any transactions or holdings that should have been, but were not, reported on 

Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions eligible 

for deferred reporting (unless the corporate insider has previously reported all such transactions).   

 

10. There is no state of mind requirement for violations of Sections 13(d) and 16(a) and 

the rules thereunder.6  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.7  

 

Facts 

 

Grays Peak and Stevens 

 

11. On June 11, 2019, Stevens timely filed a Form 3 indicating that he was a director 

and officer of Fairwind but that he did not beneficially own any shares in the company. 

 

12. On October 30, 2019, Grays Peak filed a Form 3 reporting that it was a 10% owner 

of Agentix.  The form represented that the date of event that required the filing (“Event Date”) was 

October 9, 2019.  The Form 3 was due within 10 days of the Event Date and was therefore filed 

late. 

 

13. Stevens filed a Form 4 on October 31, 2019, reporting that he was a director, officer 

and 10% owner. The form represented that the Event Date was October 9, 2019.  This Form 4 was 

required to be filed within two business days of the Event Date and was therefore filed late. 

 

                                                 
6 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 

intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 

persons.”); SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to 

establish a violation of Section 16(a) of the Exchange Act). 

 

7 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 

have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); Herbert Moskowitz, 77 SEC 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 

(“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to whether violations of 

Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 

 



 5 

14. According to its Form 10-Q filed on April 27, 2020, Agentix issued 767,000 shares 

of stock to Grays Peak on March 29, 2020.  The Form 10-Q represented the shares “amounted to 

approximately 30% of the issued and outstanding shares of common stock of the Company on the 

date of issuance.”  Grays Peak should have filed a Form 4 reflecting this transaction within two 

business days of March 29, 2020, but did not file the form until May 21, 2020.  That filing was 

late. 

 

15. As the managing member of Grays Peak, Stevens had an indirect pecuniary interest 

in the 767,000 Agentix shares acquired by Grays Peak and was obligated to report this transaction 

on his own behalf.  Although Stevens signed the May 21, 2020 Form 4 on behalf of Grays Peak, he 

failed to file his own Form 4.  Moreover, since Stevens should have, but did not, report the 

transaction on Form 4, he was required to report the transaction on Form 5, but he failed to do so. 

 

16. Stevens and Grays Peak filed a Schedule 13D on May 26, 2020, reporting an Event 

Date of March 29, 2020.  Stevens and Grays Peak both signed as reporting persons.  The Schedule 

13D represented that Stevens and Grays Peak had beneficial ownership of 2,188,070 shares of 

Agentix common stock, representing 57.4% of outstanding shares.  This Schedule 13D should 

have been filed within 10 days of the Event Date, and thus was filed late. 

 

Winterhalter 

 

17. Winterhalter filed a Schedule 13D and a Form 3 on April 7, 2015, reflecting his 

beneficial ownership of Fairwind common stock.  Winterhalter did not make any Form 4 filings 

until November 5, 2019, and he did not file any amendments to his Schedule 13D until May 26, 

2020.   

 

18. On November 5, 2019, Winterhalter timely filed a Form 4 reflecting a sale of 8,433 

shares of Agentix common stock on November 4, 2019.  The Form 4 reported that Winterhalter 

beneficially owned 10,035 shares of Agentix common stock following the transaction.  At the time, 

Agentix had reported approximately 25,000 outstanding shares of common stock.  Thus, the 8,433 

shares of stock sold by Winterhalter on November 4, 2019, constituted about 33% of the 

outstanding shares of Agentix.  As a result, Winterhalter should have promptly filed an amendment 

to his Schedule 13D, but he failed to make a timely filing. 

 

19. On November 22, 2019, Winterhalter sold 10,015 shares of Agentix stock.  On May 

21, 2020, Winterhalter filed a Form 4 to reflect that sale.  The Form 4 showed that Winterhalter 

beneficially owned zero shares of Agentix common stock following the sale.  This Form 4 should 

have been filed within two business days of the transaction and thus was filed late.   

 

20. The 10,015 shares Winterhalter sold on November 22, 2019, constituted 39% of the 

roughly 25,000 outstanding shares of Agentix.  As a result, Winterhalter should have promptly 

filed another amendment to his Schedule 13D.  However, Winterhalter did not file an amendment 

until May 26, 2020, which was late.  At the staff’s request, Winterhalter undertook a review of 

other Schedule 13D filings and voluntarily reported his failure to file this amendment timely. 

 



 6 

21. The May 26, 2020 Schedule 13D amendment also reported that Agentix issued 

150,000 shares of common stock to Winterhalter in March 2020 as compensation.  Winterhalter 

filed a Form 4 on May 21, 2020 regarding this acquisition.  The Form 4 was due within two 

business days of acquiring the shares and was filed late. 

 

Violations 

 

22. As a result of the conduct described above, Grays Peak and Stevens violated 

Sections 13(d)(1) and 16(a) of the Exchange Act and Rules 13d-1 and 16a-3 thereunder. 

 

23. As a result of the conduct described above, Winterhalter violated Sections 13(d)(2) 

and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder. 

 

Cooperation 

 

24. In determining to accept the Offers, the Commission considered cooperation by the 

Respondents afforded to the Commission staff.  Moreover, the Commission considered steps 

undertaken by Winterhalter after being approached by Commission staff. 

  

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Grays Peak’s, Stevens’ and Winterhalter’s Offers. 

 

 Accordingly, it is hereby ORDERED that: 

 

A. Pursuant to Section 21C of the Exchange Act, Respondents Grays Peak Ventures 

LLC and Scott B. Stevens cease and desist from committing or causing any violations and any 

future violations of Sections 13(d)(1) and 16(a) of the Exchange Act and Rules 13d-1 and 16a-3 

thereunder.   

 

B. Pursuant to Section 21C of the Exchange Act, Respondent Michael Winterhalter 

cease and desist from committing or causing any violations and any future violations of Sections 

13(d)(2) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder. 

 

C. Respondent Stevens shall, within 14 days of the entry of this Order, pay a civil 

money penalty in the amount of $20,000 to the Securities and Exchange Commission for transfer 

to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   

 

D. Respondent Winterhalter shall, within 14 days of the entry of this Order, pay a civil 

money penalty in the amount of $20,000 to the Securities and Exchange Commission for transfer 

to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   

 



 7 

E. Respondent Grays Peak shall pay civil penalties of $65,000 to the Securities and 

Exchange Commission for transfer to the general fund of the United States Treasury, subject to 

Exchange Act Section 21F(g)(3). If timely payment is not made, additional interest shall accrue 

pursuant to 31 U.S.C. § 3717.  Payment shall be made in the following installments:  $20,000 

within 14 days after the entry of this Order; $15,000 within 120 days after the entry of this Order; 

$15,000 within 240 days after the entry of this Order; and $15,000 within 360 days after the entry 

of this Order.  Payments shall be applied first to post order interest, which accrues pursuant to 31 

U.S.C. § 3717.  Prior to making the final payment set forth herein, Respondent Grays Peak shall 

contact the staff of the Commission for the amount due. If Respondent Grays Peak fails to make 

any payment by the date agreed and/or in the amount agreed according to the schedule set forth 

above, all outstanding payments under this Order, including post-order interest, minus any 

payments made, shall become due and payable immediately at the discretion of the staff of the 

Commission without further application to the Commission.  

 

Payment must be made in one of the following ways:   

 

(1) Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;  

 

(2) Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Grays Peak, Stevens and Winterhalter as Respondents in these proceedings, and the file number of 

these proceedings; a copy of the cover letters and checks or money orders must be sent to D. Mark 

Cave, Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F 

St., NE, Washington, DC 20549.  

 

 F. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondents agree that in any Related Investor 

Action, they shall not argue that they are entitled to, nor shall they benefit by, offset or reduction of 

any award of compensatory damages by the amount of any part of Respondents’ payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

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


 8 

Penalty Offset, Respondents agree that they shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondents by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

G.   Respondent Winterhalter acknowledges that the Commission is not imposing a civil 

penalty in excess of $20,000, based upon his cooperation in a Commission investigation.  If at any 

time following the entry of the Order, the Division of Enforcement (“Division”) obtains 

information indicating that Respondent Winterhalter knowingly provided materially false or 

misleading information or materials to the Commission, or in a related proceeding, the Division 

may, at its sole discretion and with prior notice to Respondent Winterhalter, petition the 

Commission to reopen this matter and seek an order directing that Respondent Winterhalter pay an 

additional civil penalty.  Respondent Winterhalter may contest by way of defense in any resulting 

administrative proceeding whether it knowingly provided materially false or misleading 

information, but may not: (1) contest the findings in the Order; or (2) assert any defense to liability 

or remedy, including, but not limited to, any statute of limitations defense. 

 

V. 

 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 

Respondents Stevens and Winterhalter, and further, any debt for disgorgement, prejudgment 

interest, civil penalty or other amounts due by Respondents Stevens and Winterhalter under this 

Order or any other judgment, order, consent order, decree or settlement agreement entered in 

connection with this proceeding, is a debt for the violation by Respondents Stevens and 

Winterhalter of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 

 

 


	UNITED STATES OF AMERICA
	IV.