In re David L. Kanen

 
 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101162 / September 25, 2024 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-22178 
 
 
 
In the Matter of 
 
David L. Kanen, 
 
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 David L. Kanen (“Kanen” 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 Respondent and the subject 
matter of these proceedings, which are admitted, and except as provided herein in Section V, 
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.   
2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 
person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 
class of equity security to file a statement with the Commission disclosing certain information and 
to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 
and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 
(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 
the company, but on a mechanical 5% ownership test.  
3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 
officers and directors of a company with a registered class of equity security, and any beneficial 
owners of greater than 10% of such class, to file certain reports of securities holdings and 
transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 
abuse of inside 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).  Reflecting this informational 
purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 
transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 
accelerated the reporting deadline for most transactions to two business days and mandated that all 
reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 
4. While subject to these reporting requirements, Respondent violated Section 13(d) by 
failing to timely file initial statements and/or required amendments with respect to Respondent’s 
beneficial ownership of the registered classes of common stock of BBQ Holdings Inc. (“BBQ”), 
CarParts.com, Inc. (“CarParts”), and Lazydays Holdings, Inc. (“Lazydays”), and violated Section 
16(a) by failing to timely file multiple required reports of  holdings and/or transactions in BBQ’s, 
CarParts’ and Lazydays’ securities.   
Respondent 
5. Kanen, age 58, is the principal owner and managing member of Kanen Wealth 
Management, LLC (“Kanen Wealth Management”), an investment adviser he founded in 2016.  
Kanen Wealth Management has been a registered investment adviser with the Commission since 
                                                 
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. 

 
 
 3 
 
July 2019, and with the state of Florida since 2016.  Kanen was subject to Section 13(d) as a 
greater than 5% beneficial owner of BBQ’s common stock between February 2018 and August 
2022, and was subject to Section 16(a) as a greater than 10% beneficial owner between May 
2018 and August 2022 and additionally as a director of BBQ from October 2018 to May 2021.  
Kanen was subject to Section 13(d) as a greater than 5% beneficial owner of CarParts’ common 
stock between October 2018 and December 2023, and was subject to Section 16(a) as a greater 
than 10% beneficial owner between November 2018 and July 2020 and additionally as a director 
of CarParts from January 2019 to June 2020.  Kanen was subject to Section 13(d) as a greater 
than 5% beneficial owner of Lazydays’ common stock between July 2020 and March 2023, and 
was subject to Section 16(a) as a greater than 10% beneficial owner between October 2022 and 
December 2022.  Kanen had beneficial ownership under the standards of Rule 13d-3 of securities 
held in accounts for which he had sole investment and voting power, accounts of individual 
clients of Kanen Wealth Management managed on a discretionary basis, and accounts of certain 
affiliated funds for which Kanen Wealth Management serves as the investment adviser.  Kanen is a 
resident of Parkland, Florida.   
Issuers 
6. BBQ (f/k/a Famous Daves of America Inc.) is a Minnesota corporation with its 
principal place of business in Minnesota.  BBQ’s common stock was registered with the 
Commission under Section 12 of the Exchange Act and traded on the Nasdaq Stock Market (ticker: 
BBQ) until September 2022.  In September 2022, BBQ completed a previously announced 
transaction to be acquired and its stock ceased being publicly traded and registered with the 
Commission shortly thereafter. 
  
7. CarParts (f/k/a U.S. Auto Parts Network, Inc.) is a Delaware corporation with its 
principal place of business in California.  CarParts’ common stock is and has been at all relevant 
times registered with the Commission under Section 12 of the Exchange Act and trades on the 
Nasdaq Stock Market (ticker: PRTS).   
8. Lazydays is a Delaware corporation with its principal place of business in Florida.  
Lazydays’ common stock is and has been at all relevant times registered with the Commission 
under Section 12 of the Exchange Act and trades on the Nasdaq Stock Market (ticker: LAZY). 
 
Applicable Legal Framework 
9. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 
including a group, who has acquired beneficial ownership of more than 5% of a class of equity 
security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 
statement with the Commission, which includes, among other things, the identity of the beneficial 
owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 

 
 
 4 
 
time period herein, Rule 13d-1(a) required the Schedule 13D to be filed, within 10 days
2
 after the 
triggering acquisition.  
10. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-
2(a) thereunder required a filer to amend a Schedule 13D promptly
3
 as material changes occur in 
disclosures previously made, 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 of 
securities in an amount equal to 1% or more of the class of securities is deemed material for 
purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 
filing beyond the date the filing reasonably can be made may not be prompt.
4
   
11. As an alternative to filing on Schedule 13D, certain statutory provisions and rules 
allow the use of short-form disclosure statements on Schedule 13G with differing timing 
requirements under certain conditions.  During the time period herein, Rule 13d-1(c) provided that, 
in lieu of filing a Schedule 13D, a person may file a short-form statement on Schedule 13G within 
10 days
5
 after the triggering acquisition if the person “has not acquired the securities with any 
purpose, or with the effect of, changing or influencing the control of the issuer, or in connection 
with or as a participant in any transaction having that purpose or effect,” and is not directly or 
indirectly the beneficial owner of 20% or more of the class of securities (a “Passive Investor 13G 
Filer”).  Under Rule 13d-1(e), if a Passive Investor 13G Filer subsequently acquires or holds the 
securities with a purpose or effect of changing or influencing control of the issuer, or in connection 
with or as a participant in any transaction having that purpose or effect, the person immediately 
becomes subject to Rule 13d-1(a), and during the time period herein, was required to file a Schedule 
13D within 10 days
6
 and is prohibited from voting or acquiring additional beneficial ownership 
interest in securities of the class until 10 days after the Schedule 13D is filed.    
                                                 
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 5 business days.  Id. at 76897, 76906.  Compliance with this new 
deadline is required as of February 5, 2024.  See id. at 76942.  
  
3
  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 
requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 
 
4
  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 
1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   
5
  The 2023 Amendments shortened this filing deadline to five business days.  See SEC Release No. 34-
98704, 88 Fed. Reg. at 76897, 76916.  Compliance with this new deadline is required by September 30, 2024.  See 
id. at 76942. 
 
6
  The 2023 Amendments shortened this filing deadline to five business days.  See id. at 76897, 76906.  
Compliance with this new deadline is required by September 30, 2024.  See id. at 76942. 
 

 
 
 5 
 
12. During the time period herein, a Passive Investor 13G Filer was required, under 
Exchange Act Rule 13d-2(b), to file an annual amendment within 45 days after the end of each 
calendar year if there were any changes in the information previously reported, unless certain 
limited exceptions applied.
7
  In addition, during the time period herein, a Passive Investor 13G Filer 
was also required, under Exchange Act Rule 13d-2(d), to amend the Schedule 13G promptly upon 
acquiring beneficial ownership of greater than 10% of a registered class of equity securities and to 
amend the Schedule 13G promptly thereafter upon increasing or decreasing its beneficial ownership 
by more than 5% of the class.
8
   
13. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 
beneficial owner of a security includes “any person who, directly or indirectly, through any 
contract, arrangement, understanding, relationship or otherwise” has or shares voting or 
investment power with respect to such security.  More than one person may be a beneficial 
owner of the same securities. 
14. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 
every person who is the beneficial owner of more than 10% of any class of any equity security 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).  For purposes of determining status as a greater than 
10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 
owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 
exceptions.
9
  
15. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 
statements of holdings on Form 3 and keep this information current by reporting transactions on 
Forms 4 and 5.  Specifically, 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 
                                                 
 
7
  The 2023 Amendments replaced this requirement with a requirement to file an amendment within 45 days 
after the end of a calendar quarter in which a material change occurred to the information previously set forth.  See 
id. at 76898, 76921.  Compliance with this new requirement is required beginning September 30, 2024.  See id. at 
76942. 
 
8
  The 2023 Amendments replaced “promptly” with a two-business day requirement.  See id. at 76898, 
76924.  Compliance is required as of September 30, 2024.  See id. at 76942. 
 
9
  A limited exception under Rule 16a-1(a)(1) applies to certain specified types of institutional investors, such 
as registered investment advisers and broker-dealers, that permit such institutions to exclude any shares “held for the 
benefit of third parties or in customer or fiduciary accounts in the ordinary course of business” if “such shares are 
acquired ... without the purpose or effect of changing or influencing control of the issuer or engaging in any 
arrangement subject to Rule 13d-3(b)” (a “Qualified Institution”).  A parent holding company or control person of a 
Qualified Institution may also exclude such shares if the aggregate amount held directly by the parent or control 
person, and directly and indirectly by their subsidiaries and affiliates that are not Qualified Institutions, does not 
exceed 1% of the class of securities.  Rule 16a-1(a)(1)(vii). 
 
 

 
 
 6 
 
disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 
indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 
disclosing transactions resulting in a change in beneficial ownership within two business days 
following the execution date of the transaction, except for limited types of transactions eligible for 
deferred reporting.  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, 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 insider has previously reported all such transactions).   
16. There is no state of mind requirement for violations of Section 16(a) and 13(d) 
and the rules thereunder.
10
  The failure to timely file a required report, even if inadvertent, 
constitutes a violation.
11
     
Respondent Failed to File Required Section 16(a) Reports on a Timely Basis
12
  
17. Respondent was subject to Exchange Act Section 16(a) as a greater than 10% 
beneficial owner of BBQ’s common stock from May 2018 to August 2022, and as a director of 
BBQ from October 2018 to May 2021.  Respondent was also subject to Section 16(a) as a greater 
than 10% beneficial owner of CarParts from November 2018 to July 2020, and as a director of 
                                                 
10
   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“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.  The legislative history confirms that Congress was concerned with 
providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); 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).        
11
   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *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”); see generally Herbert Moskowitz, 77 SEC Docket 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); Mandated 
Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 
25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 
business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 
violates Section 16(a)”) (emphasis added). 
12
  At the relevant times discussed herein with respect to BBQ, CarParts, and Lazydays, Respondent was not 
eligible under Exchange Act Rule 16a-1(a)(1)(vii) to exclude any securities over which he was deemed to have 
direct or indirect beneficial ownership under Section 13(d) and the rules thereunder.  For purposes of reporting 
holdings and transactions under Section 16(a), at all relevant times, Respondent had an obligation to report such 
securities to the extent of his direct or indirect pecuniary interest therein, which included a direct or indirect 
pecuniary interest in the securities held in his own accounts and the accounts of immediate family members sharing 
the same household and an indirect pecuniary interest in the securities held by an affiliated private fund. 
 

 
 
 7 
 
CarParts from January 2019 to June 2020.  Respondent timely filed initial statements of beneficial 
ownership on Forms 3 as to BBQ on May 14, 2018, and as to CarParts on December 7, 2018.  
18. Subsequently, Respondent failed to file on a timely basis multiple required Section 
16(a) reports with the Commission, including to report transactions executed on the following dates 
that were required to be reported on Form 4 within two business days:   
Issuer Form Type Date of Trans. Due Date Date Filed 
BBQ 4 5/15/2018 5/17/2018 5/25/2018 
BBQ 4 5/23/2018 5/25/2018 9/27/2018 
BBQ 4 6/21/2018 6/25/2018 9/27/2018 
BBQ 4 8/16/2018 8/20/2018 9/27/2018 
BBQ 4 8/27/2018 8/29/2018 9/27/2018 
BBQ 4 8/29/2018 8/31/2018 9/27/2018 
BBQ 4 9/19/2018 9/21/2018 9/27/1028 
BBQ 4 9/20/2018 9/24/2018 9/27/2018 
BBQ 4 9/21/2018 9/25/2018 9/27/2018 
CarParts 4 11/30/2018 12/4/2018 12/7/2018 
BBQ 5 12/3/2018 12/5/2018 2/14/2019 
CarParts 4 6/16/2020 6/18/2020 6/19/2020 
 
19. Respondent’s late-reported transactions in BBQ and CarParts primarily involved 
open-market purchases of common stock.  None of Respondent’s reportable purchases of BBQ 
stock between May 23, 2018 and September 21, 2018 were reported on Form 4 until September 27, 
2018, and these purchases totaled over $1 million.   
20. Respondent also failed to timely file an initial statement of beneficial ownership on 
Form 3 within 10 days after becoming a greater than 10% beneficial owner of Lazydays as of 
October 25, 2022.  Respondent did not file the Form 3 until January 17, 2023, almost three months 
later.   
21. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder.  

 
 
 8 
 
Respondent Failed to Timely File Schedule 13D Amendments and Comply with 
Requirements 
22. Respondent became subject to the reporting requirements of Exchange Act 
Section 13(d) after acquiring beneficial ownership of more than 5% of BBQ’s common stock as 
of February 5, 2018.  Respondent filed an initial statement on Schedule 13G on February 14, 
2018 intended as a Passive Investor 13G Filer filing.  By no later than August 26, 2018, 
Respondent no longer held the securities without a purpose or effect of changing or influencing 
control of the issuer.  While Respondent filed an initial Schedule 13D statement on September 5, 
2018, reporting that Respondent had “recently had discussions with the Issuer regarding Board 
representation and intend[ed] to continue such discussions,” Respondent was prohibited under 
Rule 13d-1(e)(2)(ii) from acquiring an additional beneficial ownership interest in any equity 
securities of BBQ from the time he held the securities with a purpose or effect of changing or  
influencing control of the issuer, until the expiration of the tenth day from the date of the filing 
of the Schedule 13D.  In contravention of this prohibition, Respondent acquired beneficial 
ownership of additional shares of BBQ common stock on August 27, 2018, August 28, 2018, 
August 29, 2018, and September 4, 2018.  
23. Respondent also failed to timely file amendments required as a result of material 
changes to the information set forth previously on Schedule 13D as to BBQ, including:   
• Respondent’s acquisitions of beneficial ownership of BBQ’s shares constituting 
more than 1% of the class of outstanding BBQ common stock between at least 
September 17, 2018 and September 20, 2018, which was not reflected in an 
amendment until January 17, 2019; and  
• Respondent’s appointment as a director of BBQ effective October 4, 2018, which 
was not reported in an amendment until January 17, 2019. 
24. In addition, Respondent failed to timely file multiple Schedule 13D amendments 
as required with respect to CarParts and Lazydays after having filed initial Schedule 13D 
statements for each issuer.   
25. After Respondent filed an initial Schedule 13D statement with respect to CarParts 
on October 23, 2018, Respondent failed to timely file amendments required as a result of 
material changes to the information set forth previously on Schedule 13D, including: 
• Respondent entering into a Board Candidate Agreement dated January 18, 2019, 
pursuant to which Respondent was appointed to CarParts’ board of directors as of 
that date, which was not reflected in an amendment until June 19, 2020, which 
amendment was to report his resignation as a director; 

 
 
 9 
 
• Respondent’s dispositions of beneficial ownership of CarParts’ shares constituting 
more than 1% of the class of outstanding CarParts common stock by at least April 
4, 2019, which was not reflected in an amendment until November 12, 2019; and 
• Respondent’s acquisitions of beneficial ownership of CarParts’ shares constituting 
more than 1% of the class of outstanding CarParts common stock between August 
22, 2019 and September 6, 2019, which was not reflected in an amendment until 
November 12, 2019. 
26. After filing an initial Schedule 13D statement as to Lazydays on November 30, 
2021, Respondent failed to timely file amendments required as a result of material changes to the 
information set forth previously on Schedule 13D, including: 
• Respondent’s acquisitions of beneficial ownership of Lazydays shares 
constituting more than 1% of the class of outstanding Lazydays common stock by 
at least October 25, 2022, which was not reflected in an amendment until 
February 3, 2023; and 
• Respondent’s dispositions of beneficial ownership of Lazydays shares 
constituting more than 1% of the class of outstanding Lazydays common stock 
between October 31, 2022 and December 5, 2022, which was not reflected in an 
amendment until February 3, 2023.     
27. As a result of the conduct described above, Respondent violated Section 13(d) of 
the Exchange Act and Rules 13d-1 and 13d-2 thereunder.  
Respondent’s Remedial Efforts 
28. In determining to accept Respondent’s Offer, the Commission considered certain 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 Accordingly, it is hereby ORDERED that: 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the 
Exchange Act and Rules 13d-1, 13d-2 and 16a-3 promulgated thereunder.   
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $109,000 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 

 
 
 10 
 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
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 
David L. Kanen 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 Thomas Smith, Associate 
Regional Director, Division of Enforcement, Securities and Exchange Commission, 100 Pearl 
Street, Suite 20-100, New York, NY 10004.   
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, he shall not argue that he is entitled to, nor shall he 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 he 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 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. 
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 

 
 
 11 
 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent 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 Respondent 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. 101162 / September 25, 2024 

                                                               

ADMINISTRATIVE PROCEEDING 

File No. 3-22178 

 

 

 

In the Matter of 

 

David L. Kanen, 

 

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 David L. Kanen (“Kanen” 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 Respondent and the subject 

matter of these proceedings, which are admitted, and except as provided herein in Section V, 

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.   

2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 

person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 

class of equity security to file a statement with the Commission disclosing certain information and 

to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 

and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 

(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 

the company, but on a mechanical 5% ownership test.  

3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 

officers and directors of a company with a registered class of equity security, and any beneficial 

owners of greater than 10% of such class, to file certain reports of securities holdings and 

transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 

abuse of inside 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).  Reflecting this informational 

purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 

transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 

accelerated the reporting deadline for most transactions to two business days and mandated that all 

reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 

4. While subject to these reporting requirements, Respondent violated Section 13(d) by 

failing to timely file initial statements and/or required amendments with respect to Respondent’s 

beneficial ownership of the registered classes of common stock of BBQ Holdings Inc. (“BBQ”), 

CarParts.com, Inc. (“CarParts”), and Lazydays Holdings, Inc. (“Lazydays”), and violated Section 

16(a) by failing to timely file multiple required reports of  holdings and/or transactions in BBQ’s, 

CarParts’ and Lazydays’ securities.   

Respondent 

5. Kanen, age 58, is the principal owner and managing member of Kanen Wealth 

Management, LLC (“Kanen Wealth Management”), an investment adviser he founded in 2016.  

Kanen Wealth Management has been a registered investment adviser with the Commission since 

                                                 
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. 



 
 

 3 

 

July 2019, and with the state of Florida since 2016.  Kanen was subject to Section 13(d) as a 

greater than 5% beneficial owner of BBQ’s common stock between February 2018 and August 

2022, and was subject to Section 16(a) as a greater than 10% beneficial owner between May 

2018 and August 2022 and additionally as a director of BBQ from October 2018 to May 2021.  

Kanen was subject to Section 13(d) as a greater than 5% beneficial owner of CarParts’ common 

stock between October 2018 and December 2023, and was subject to Section 16(a) as a greater 

than 10% beneficial owner between November 2018 and July 2020 and additionally as a director 

of CarParts from January 2019 to June 2020.  Kanen was subject to Section 13(d) as a greater 

than 5% beneficial owner of Lazydays’ common stock between July 2020 and March 2023, and 

was subject to Section 16(a) as a greater than 10% beneficial owner between October 2022 and 

December 2022.  Kanen had beneficial ownership under the standards of Rule 13d-3 of securities 

held in accounts for which he had sole investment and voting power, accounts of individual 

clients of Kanen Wealth Management managed on a discretionary basis, and accounts of certain 

affiliated funds for which Kanen Wealth Management serves as the investment adviser.  Kanen is a 

resident of Parkland, Florida.   

Issuers 

6. BBQ (f/k/a Famous Daves of America Inc.) is a Minnesota corporation with its 

principal place of business in Minnesota.  BBQ’s common stock was registered with the 

Commission under Section 12 of the Exchange Act and traded on the Nasdaq Stock Market (ticker: 

BBQ) until September 2022.  In September 2022, BBQ completed a previously announced 

transaction to be acquired and its stock ceased being publicly traded and registered with the 

Commission shortly thereafter. 

  

7. CarParts (f/k/a U.S. Auto Parts Network, Inc.) is a Delaware corporation with its 

principal place of business in California.  CarParts’ common stock is and has been at all relevant 

times registered with the Commission under Section 12 of the Exchange Act and trades on the 

Nasdaq Stock Market (ticker: PRTS).   

8. Lazydays is a Delaware corporation with its principal place of business in Florida.  

Lazydays’ common stock is and has been at all relevant times registered with the Commission 

under Section 12 of the Exchange Act and trades on the Nasdaq Stock Market (ticker: LAZY). 

 

Applicable Legal Framework 

9. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 

including a group, who has acquired beneficial ownership of more than 5% of a class of equity 

security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 

statement with the Commission, which includes, among other things, the identity of the beneficial 

owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 



 
 

 4 

 

time period herein, Rule 13d-1(a) required the Schedule 13D to be filed, within 10 days2 after the 

triggering acquisition.  

10. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-

2(a) thereunder required a filer to amend a Schedule 13D promptly3 as material changes occur in 

disclosures previously made, 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 of 

securities in an amount equal to 1% or more of the class of securities is deemed material for 

purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 

filing beyond the date the filing reasonably can be made may not be prompt.4   

11. As an alternative to filing on Schedule 13D, certain statutory provisions and rules 

allow the use of short-form disclosure statements on Schedule 13G with differing timing 

requirements under certain conditions.  During the time period herein, Rule 13d-1(c) provided that, 

in lieu of filing a Schedule 13D, a person may file a short-form statement on Schedule 13G within 

10 days5 after the triggering acquisition if the person “has not acquired the securities with any 

purpose, or with the effect of, changing or influencing the control of the issuer, or in connection 

with or as a participant in any transaction having that purpose or effect,” and is not directly or 

indirectly the beneficial owner of 20% or more of the class of securities (a “Passive Investor 13G 

Filer”).  Under Rule 13d-1(e), if a Passive Investor 13G Filer subsequently acquires or holds the 

securities with a purpose or effect of changing or influencing control of the issuer, or in connection 

with or as a participant in any transaction having that purpose or effect, the person immediately 

becomes subject to Rule 13d-1(a), and during the time period herein, was required to file a Schedule 

13D within 10 days6 and is prohibited from voting or acquiring additional beneficial ownership 

interest in securities of the class until 10 days after the Schedule 13D is filed.    

                                                 
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 5 business days.  Id. at 76897, 76906.  Compliance with this new 

deadline is required as of February 5, 2024.  See id. at 76942.  

  
3  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 

requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 

 
4  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 

1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   

5  The 2023 Amendments shortened this filing deadline to five business days.  See SEC Release No. 34-

98704, 88 Fed. Reg. at 76897, 76916.  Compliance with this new deadline is required by September 30, 2024.  See 

id. at 76942. 

 
6  The 2023 Amendments shortened this filing deadline to five business days.  See id. at 76897, 76906.  

Compliance with this new deadline is required by September 30, 2024.  See id. at 76942. 

 



 
 

 5 

 

12. During the time period herein, a Passive Investor 13G Filer was required, under 

Exchange Act Rule 13d-2(b), to file an annual amendment within 45 days after the end of each 

calendar year if there were any changes in the information previously reported, unless certain 

limited exceptions applied.7  In addition, during the time period herein, a Passive Investor 13G Filer 

was also required, under Exchange Act Rule 13d-2(d), to amend the Schedule 13G promptly upon 

acquiring beneficial ownership of greater than 10% of a registered class of equity securities and to 

amend the Schedule 13G promptly thereafter upon increasing or decreasing its beneficial ownership 

by more than 5% of the class.8   

13. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 

beneficial owner of a security includes “any person who, directly or indirectly, through any 

contract, arrangement, understanding, relationship or otherwise” has or shares voting or 

investment power with respect to such security.  More than one person may be a beneficial 

owner of the same securities. 

14. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 

every person who is the beneficial owner of more than 10% of any class of any equity security 

registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 

any such security (collectively, “insiders”).  For purposes of determining status as a greater than 

10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 

owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 

exceptions.9  

15. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 

statements of holdings on Form 3 and keep this information current by reporting transactions on 

Forms 4 and 5.  Specifically, 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 

                                                 
 
7  The 2023 Amendments replaced this requirement with a requirement to file an amendment within 45 days 

after the end of a calendar quarter in which a material change occurred to the information previously set forth.  See 

id. at 76898, 76921.  Compliance with this new requirement is required beginning September 30, 2024.  See id. at 

76942. 

 
8  The 2023 Amendments replaced “promptly” with a two-business day requirement.  See id. at 76898, 

76924.  Compliance is required as of September 30, 2024.  See id. at 76942. 

 
9  A limited exception under Rule 16a-1(a)(1) applies to certain specified types of institutional investors, such 

as registered investment advisers and broker-dealers, that permit such institutions to exclude any shares “held for the 

benefit of third parties or in customer or fiduciary accounts in the ordinary course of business” if “such shares are 

acquired … without the purpose or effect of changing or influencing control of the issuer or engaging in any 

arrangement subject to Rule 13d-3(b)” (a “Qualified Institution”).  A parent holding company or control person of a 

Qualified Institution may also exclude such shares if the aggregate amount held directly by the parent or control 

person, and directly and indirectly by their subsidiaries and affiliates that are not Qualified Institutions, does not 

exceed 1% of the class of securities.  Rule 16a-1(a)(1)(vii). 

 

 



 
 

 6 

 

disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 

indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 

disclosing transactions resulting in a change in beneficial ownership within two business days 

following the execution date of the transaction, except for limited types of transactions eligible for 

deferred reporting.  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, 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 insider has previously reported all such transactions).   

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

and the rules thereunder.10  The failure to timely file a required report, even if inadvertent, 

constitutes a violation.11     

Respondent Failed to File Required Section 16(a) Reports on a Timely Basis12  

17. Respondent was subject to Exchange Act Section 16(a) as a greater than 10% 

beneficial owner of BBQ’s common stock from May 2018 to August 2022, and as a director of 

BBQ from October 2018 to May 2021.  Respondent was also subject to Section 16(a) as a greater 

than 10% beneficial owner of CarParts from November 2018 to July 2020, and as a director of 

                                                 
10   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“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.  The legislative history confirms that Congress was concerned with 

providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); 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).        

11   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *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”); see generally Herbert Moskowitz, 77 SEC Docket 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); Mandated 

Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 

25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 

business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 

violates Section 16(a)”) (emphasis added). 

12  At the relevant times discussed herein with respect to BBQ, CarParts, and Lazydays, Respondent was not 

eligible under Exchange Act Rule 16a-1(a)(1)(vii) to exclude any securities over which he was deemed to have 

direct or indirect beneficial ownership under Section 13(d) and the rules thereunder.  For purposes of reporting 

holdings and transactions under Section 16(a), at all relevant times, Respondent had an obligation to report such 

securities to the extent of his direct or indirect pecuniary interest therein, which included a direct or indirect 

pecuniary interest in the securities held in his own accounts and the accounts of immediate family members sharing 

the same household and an indirect pecuniary interest in the securities held by an affiliated private fund. 

 



 
 

 7 

 

CarParts from January 2019 to June 2020.  Respondent timely filed initial statements of beneficial 

ownership on Forms 3 as to BBQ on May 14, 2018, and as to CarParts on December 7, 2018.  

18. Subsequently, Respondent failed to file on a timely basis multiple required Section 

16(a) reports with the Commission, including to report transactions executed on the following dates 

that were required to be reported on Form 4 within two business days:   

Issuer Form Type Date of Trans. Due Date Date Filed 

BBQ 4 5/15/2018 5/17/2018 5/25/2018 

BBQ 4 5/23/2018 5/25/2018 9/27/2018 

BBQ 4 6/21/2018 6/25/2018 9/27/2018 

BBQ 4 8/16/2018 8/20/2018 9/27/2018 

BBQ 4 8/27/2018 8/29/2018 9/27/2018 

BBQ 4 8/29/2018 8/31/2018 9/27/2018 

BBQ 4 9/19/2018 9/21/2018 9/27/1028 

BBQ 4 9/20/2018 9/24/2018 9/27/2018 

BBQ 4 9/21/2018 9/25/2018 9/27/2018 

CarParts 4 11/30/2018 12/4/2018 12/7/2018 

BBQ 5 12/3/2018 12/5/2018 2/14/2019 

CarParts 4 6/16/2020 6/18/2020 6/19/2020 

 

19. Respondent’s late-reported transactions in BBQ and CarParts primarily involved 

open-market purchases of common stock.  None of Respondent’s reportable purchases of BBQ 

stock between May 23, 2018 and September 21, 2018 were reported on Form 4 until September 27, 

2018, and these purchases totaled over $1 million.   

20. Respondent also failed to timely file an initial statement of beneficial ownership on 

Form 3 within 10 days after becoming a greater than 10% beneficial owner of Lazydays as of 

October 25, 2022.  Respondent did not file the Form 3 until January 17, 2023, almost three months 

later.   

21. As a result of the conduct described above, Respondent violated Section 16(a) of 

the Exchange Act and Rule 16a-3 thereunder.  



 
 

 8 

 

Respondent Failed to Timely File Schedule 13D Amendments and Comply with 

Requirements 

22. Respondent became subject to the reporting requirements of Exchange Act 

Section 13(d) after acquiring beneficial ownership of more than 5% of BBQ’s common stock as 

of February 5, 2018.  Respondent filed an initial statement on Schedule 13G on February 14, 

2018 intended as a Passive Investor 13G Filer filing.  By no later than August 26, 2018, 

Respondent no longer held the securities without a purpose or effect of changing or influencing 

control of the issuer.  While Respondent filed an initial Schedule 13D statement on September 5, 

2018, reporting that Respondent had “recently had discussions with the Issuer regarding Board 

representation and intend[ed] to continue such discussions,” Respondent was prohibited under 

Rule 13d-1(e)(2)(ii) from acquiring an additional beneficial ownership interest in any equity 

securities of BBQ from the time he held the securities with a purpose or effect of changing or  

influencing control of the issuer, until the expiration of the tenth day from the date of the filing 

of the Schedule 13D.  In contravention of this prohibition, Respondent acquired beneficial 

ownership of additional shares of BBQ common stock on August 27, 2018, August 28, 2018, 

August 29, 2018, and September 4, 2018.  

23. Respondent also failed to timely file amendments required as a result of material 

changes to the information set forth previously on Schedule 13D as to BBQ, including:   

• Respondent’s acquisitions of beneficial ownership of BBQ’s shares constituting 

more than 1% of the class of outstanding BBQ common stock between at least 

September 17, 2018 and September 20, 2018, which was not reflected in an 

amendment until January 17, 2019; and  

• Respondent’s appointment as a director of BBQ effective October 4, 2018, which 

was not reported in an amendment until January 17, 2019. 

24. In addition, Respondent failed to timely file multiple Schedule 13D amendments 

as required with respect to CarParts and Lazydays after having filed initial Schedule 13D 

statements for each issuer.   

25. After Respondent filed an initial Schedule 13D statement with respect to CarParts 

on October 23, 2018, Respondent failed to timely file amendments required as a result of 

material changes to the information set forth previously on Schedule 13D, including: 

• Respondent entering into a Board Candidate Agreement dated January 18, 2019, 

pursuant to which Respondent was appointed to CarParts’ board of directors as of 

that date, which was not reflected in an amendment until June 19, 2020, which 

amendment was to report his resignation as a director; 



 
 

 9 

 

• Respondent’s dispositions of beneficial ownership of CarParts’ shares constituting 

more than 1% of the class of outstanding CarParts common stock by at least April 

4, 2019, which was not reflected in an amendment until November 12, 2019; and 

• Respondent’s acquisitions of beneficial ownership of CarParts’ shares constituting 

more than 1% of the class of outstanding CarParts common stock between August 

22, 2019 and September 6, 2019, which was not reflected in an amendment until 

November 12, 2019. 

26. After filing an initial Schedule 13D statement as to Lazydays on November 30, 

2021, Respondent failed to timely file amendments required as a result of material changes to the 

information set forth previously on Schedule 13D, including: 

• Respondent’s acquisitions of beneficial ownership of Lazydays shares 

constituting more than 1% of the class of outstanding Lazydays common stock by 

at least October 25, 2022, which was not reflected in an amendment until 

February 3, 2023; and 

• Respondent’s dispositions of beneficial ownership of Lazydays shares 

constituting more than 1% of the class of outstanding Lazydays common stock 

between October 31, 2022 and December 5, 2022, which was not reflected in an 

amendment until February 3, 2023.     

27. As a result of the conduct described above, Respondent violated Section 13(d) of 

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

Respondent’s Remedial Efforts 

28. In determining to accept Respondent’s Offer, the Commission considered certain 

remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 

IV. 

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

agreed to in Respondent’s Offer. 

 Accordingly, it is hereby ORDERED that: 

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

committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the 

Exchange Act and Rules 13d-1, 13d-2 and 16a-3 promulgated thereunder.   

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $109,000 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 



 
 

 10 

 

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

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 

David L. Kanen 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 Thomas Smith, Associate 

Regional Director, Division of Enforcement, Securities and Exchange Commission, 100 Pearl 

Street, Suite 20-100, New York, NY 10004.   

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, he shall not argue that he is entitled to, nor shall he 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 he 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 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. 

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 



 
 

 11 

 

admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent 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 Respondent 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 


	Respondent