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

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101181 / September 25, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22197 
 
 
In the Matter of 
 
BSC, LP 
 
Respondent. 
 
 
 
 
 
 
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 BSC, LP (“BSC” or “Respondent”).   
 
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 findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, Respondent consents 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 Respondent’s Offer, 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. In May 2020, BSC, then doing business as Brown Stone Capital, LP, along with 
two related parties, reported on a Schedule 13D a nearly six percent beneficial ownership position 
in the common stock of PharmaCyte Biotech, Inc. (“PharmaCyte”).  Two months later, in July 
2020, BSC and the related parties filed an amendment to that Schedule 13D.  Both filings were 
untimely.  As a result, BSC violated and caused the related parties to violate Section 13(d) and 
related rules.   
 
Respondent and Related Parties 
 
3. BSC is a California limited partnership based in Beverly Hills, California whose 
principal business is making investments.  BSC has a general partner (“General Partner”), and the 
General Partner is the President of an entity related to BSC (“Related Entity”).   
 
Legal Framework 
 
4. 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 10 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
   
                                                 
1
 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 
or entity in this or any other proceeding.  
 
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”).  

 3 
 
5. 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 beneficially owned is deemed material by Rule 
13d-2(a). 
 
6. There is no state of mind requirement for violations of Section 13(d) and the rules 
thereunder.
5
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
6
  
Facts 
  
7. Respondent filed a Schedule 13D on May 6, 2020, disclosing that it beneficially 
owned more than 95 million shares of common stock of PharmaCyte, which represented 5.8% of 
the outstanding shares.  The Schedule 13D represented that approximately two-thirds of the 
position was owned by the Related Entity, and that the General Partner had voting and dispositive 
power over the shares held by both BSC and the Related Entity.  The Related Entity and the 
General Partner also signed the Schedule 13D. 
 
8. The Schedule 13D represented that the date of event that required the filing (“Event 
Date”) was November 27, 2019.  Respondent should have filed a Schedule 13D within 10 days of 
                                                                                                                                                             
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
 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.”). 
 
6 
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). 

 4 
the Event Date.  Due to a mistake, Respondent did not understand that its combined ownership 
with a Related Entity exceeded five percent.  When the error was discovered, the Respondent filed 
a Schedule 13D on May 6, 2020.  As a result, this Schedule 13D was untimely. 
 
9. Following the filing of its Schedule 13D, Respondent and the Related Entity began 
selling PharmaCyte stock.  On July 29, 2020, Respondent filed an amendment to its Schedule 13D, 
reporting that it no longer had beneficial ownership of any PharmaCyte common stock.  The filing 
disclosed an Event Date of June 19, 2020.  Respondent should have filed this amendment promptly 
after the Event Date.  Thus, the amendment was untimely.    
 
Violations 
 
10. BSC acquired the PharmaCyte shares that caused its beneficial ownership, together 
with that of the Related Entity, to exceed five percent of the outstanding shares.  As noted, the 
General Partner had beneficial ownership of the the shares held by both BSC and the Related 
Entity.  Thus, BSC caused these parties to sign the Schedule 13D and the amendment.   
 
11. As a result of the conduct described above, Respondent violated, and caused two 
related parties to violate, Sections 13(d)(1) and 13(d)(2) of the Exchange Act and Rules 13d-1 and 
13d-2 thereunder. 
  
Cooperation 
In determining to accept the Offer, the Commission considered cooperation 
afforded to the Commission staff.  
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent BSC’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent BSC cease and desist 
from committing or causing any violations and any future violations of Sections 13(d)(1) and 
13(d)(2) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder. 
 
B. Respondent shall pay civil penalties of $75,000 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:  $15,000 within 14 days after 
the entry of this Order; $15,000 within 90 days after the entry of this Order; $15,000 within 180 
days after the entry of this Order; $15,000 within 270 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 

 5 
herein, Respondent shall contact the staff of the Commission for the amount due. If Respondent 
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) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent 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) Respondent 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 BSC 
as a Respondent in these proceedings, and the file number of these proceedings; a copy of the 
cover letter and check or money order must be sent to D. Mark Cave, Associate Director, Division 
of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549.  
 
 C. 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, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it 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 

 6 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent 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. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101181 / September 25, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22197 

 

 

In the Matter of 

 

BSC, LP 

 

Respondent. 

 

 

 

 

 

 

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 BSC, LP (“BSC” or “Respondent”).   

 

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 findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents 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 Respondent’s Offer, 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. In May 2020, BSC, then doing business as Brown Stone Capital, LP, along with 

two related parties, reported on a Schedule 13D a nearly six percent beneficial ownership position 

in the common stock of PharmaCyte Biotech, Inc. (“PharmaCyte”).  Two months later, in July 

2020, BSC and the related parties filed an amendment to that Schedule 13D.  Both filings were 

untimely.  As a result, BSC violated and caused the related parties to violate Section 13(d) and 

related rules.   

 

Respondent and Related Parties 

 

3. BSC is a California limited partnership based in Beverly Hills, California whose 

principal business is making investments.  BSC has a general partner (“General Partner”), and the 

General Partner is the President of an entity related to BSC (“Related Entity”).   

 

Legal Framework 

 

4. 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 10 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   

                                                 
1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 

or entity in this or any other proceeding.  

 
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”).  



 3 

 

5. 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 beneficially owned is deemed material by Rule 

13d-2(a). 

 

6. There is no state of mind requirement for violations of Section 13(d) and the rules 

thereunder.5  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.6  

Facts 

  

7. Respondent filed a Schedule 13D on May 6, 2020, disclosing that it beneficially 

owned more than 95 million shares of common stock of PharmaCyte, which represented 5.8% of 

the outstanding shares.  The Schedule 13D represented that approximately two-thirds of the 

position was owned by the Related Entity, and that the General Partner had voting and dispositive 

power over the shares held by both BSC and the Related Entity.  The Related Entity and the 

General Partner also signed the Schedule 13D. 

 

8. The Schedule 13D represented that the date of event that required the filing (“Event 

Date”) was November 27, 2019.  Respondent should have filed a Schedule 13D within 10 days of 

                                                                                                                                                             
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 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.”). 

 
6 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). 



 4 

the Event Date.  Due to a mistake, Respondent did not understand that its combined ownership 

with a Related Entity exceeded five percent.  When the error was discovered, the Respondent filed 

a Schedule 13D on May 6, 2020.  As a result, this Schedule 13D was untimely. 

 

9. Following the filing of its Schedule 13D, Respondent and the Related Entity began 

selling PharmaCyte stock.  On July 29, 2020, Respondent filed an amendment to its Schedule 13D, 

reporting that it no longer had beneficial ownership of any PharmaCyte common stock.  The filing 

disclosed an Event Date of June 19, 2020.  Respondent should have filed this amendment promptly 

after the Event Date.  Thus, the amendment was untimely.    

 

Violations 

 

10. BSC acquired the PharmaCyte shares that caused its beneficial ownership, together 

with that of the Related Entity, to exceed five percent of the outstanding shares.  As noted, the 

General Partner had beneficial ownership of the the shares held by both BSC and the Related 

Entity.  Thus, BSC caused these parties to sign the Schedule 13D and the amendment.   

 

11. As a result of the conduct described above, Respondent violated, and caused two 

related parties to violate, Sections 13(d)(1) and 13(d)(2) of the Exchange Act and Rules 13d-1 and 

13d-2 thereunder. 

  

Cooperation 

In determining to accept the Offer, the Commission considered cooperation 

afforded to the Commission staff.  

IV. 

 

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

agreed to in Respondent BSC’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent BSC cease and desist 

from committing or causing any violations and any future violations of Sections 13(d)(1) and 

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

 

B. Respondent shall pay civil penalties of $75,000 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:  $15,000 within 14 days after 

the entry of this Order; $15,000 within 90 days after the entry of this Order; $15,000 within 180 

days after the entry of this Order; $15,000 within 270 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 



 5 

herein, Respondent shall contact the staff of the Commission for the amount due. If Respondent 

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) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent 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) Respondent 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 BSC 

as a Respondent in these proceedings, and the file number of these proceedings; a copy of the 

cover letter and check or money order must be sent to D. Mark Cave, Associate Director, Division 

of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549.  

 

 C. 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, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

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

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

Penalty Offset, Respondent agrees that it 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 

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


 6 

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

private damages action brought against Respondent 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. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 

 


	UNITED STATES OF AMERICA
	IV.