In re Matthias L. Heilmann

 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98547 / September 27, 2023 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-21732 
 
 
 
In the Matter of 
 
Matthias L. Heilmann, 
 
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 Matthias L. Heilmann (“Heilmann” 
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.  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. 
2. While subject to the reporting requirements of Section 16(a) of the Exchange Act as 
an officer of Baker Hughes Company (“Baker Hughes”), Respondent violated Section 16(a) on 
multiple occasions by failing to timely file reports of transactions in Baker Hughes’ securities.  
Respondent 
3. Heilmann, age 54, served as the President and Chief Executive Officer of Digital 
Solutions within Baker Hughes from July 2017 through March 2019, during which time Heilmann 
was subject to Section 16(a) of the Exchange Act.   
Issuer 
4. Baker Hughes is a Delaware corporation with its principal place of business in 
Texas.  Baker Hughes’ common stock is and has been at all relevant times registered with the 
Commission under Section 12 of the Exchange Act.    Prior to December 6, 2021, its shares traded on 
the New York Stock Exchange; currently, they trade on the NASDAQ stock market (ticker: BKR).  
 
Applicable Legal Framework 
5. 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 
 
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 
 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security ( collectively, “insiders”).   
6. 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 
disclosing his or her beneficial ownership of all securities of the issuer.  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 corporate insider 
has previously reported all such transactions).   
7. Exchange Act Rule 16a-1(f) defines the term “officer” to include an issuer’s 
president, principal financial officer, principal accounting officer (or, if there is no such 
accounting officer, the controller), any vice-president of the issuer in charge of a principal 
business unit, division or function, and any other officer who performs a policy-making function, 
or any other person who performs similar policy-making functions for the issuer.   
8. Although the Commission has encouraged the practice of many issuers to “help their 
[officers and directors] or submit the [] filings on their behalf . . . [in order] to facilitate accurate and 
timely filing,” Section 16 places the responsibility to report changes in securities ownership on 
insiders.
2
   
 
2
   Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 
2003), 68 Fed. Reg. 25788, 25789 (May 13, 2003). 
 

 
 
 4 
 
9. There is no state of mind requirement for violations of Section 16(a) and the rules 
thereunder.
3
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
4
     
Respondent Failed to File Required Section 16(a) Reports on a Timely Basis 
10. As an officer of Baker Hughes until March 2019, Respondent was subject to the 
reporting requirements of Exchange Act Section 16(a).  Respondent timely filed an initial 
statement of beneficial ownership on Form 3 on July 3, 2017, which was filed on his behalf 
pursuant to a limited power of attorney he executed appointing certain Baker Hughes personnel 
to sign and file Section 16(a) reports on his behalf.   
11. Subsequently, a number of timely Forms 4 were also filed on behalf of Respondent 
to report transactions primarily relating to restricted stock unit awards and vesting between August 
2017 and January 2019.  However, Respondent failed to file on a timely basis multiple required 
Section 16(a) reports with the Commission to report derivative options transactions in Baker 
Hughes securities executed between July 2017 and February 2019.   Respondent filed Forms 4 on 
March 8, 2019 to report all of the previously unreported transactions, including transactions 
executed on the following dates:   
Form Type Date of Trans. Due Date Date Filed 
4 1/11/18 1/16/18 3/8/19 
4 1/19/18 1/23/18 3/8/19 
4 1/31/18 2/2/18 3/8/19 
4 2/9/18 2/13/18 3/8/19 
4 4/20/18 4/24/18 3/8/19 
4 5/9/18 5/11/18 3/8/19 
 
3
   See, e.g., 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); cf. 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”).     
4
   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”); 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); see generally SEC Release No. 34-47809, 
68 Fed. Reg. at 25792 (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). 

 
 
 5 
 
Form Type Date of Trans. Due Date Date Filed 
4 6/1/18 6/5/18 3/8/19 
4 6/4/18 6/6/18 3/8/19 
4 7/10/18 7/12/18 3/8/19 
4 7/20/18 7/24/18 3/8/19 
4 7/27/18 7/31/18 3/8/19 
4 8/7/18 8/9/18 3/8/19 
4 8/22/18 8/24/18 3/8/19 
4 10/16/18 10/18/18 3/8/19 
4 10/29/18 10/31/18 3/8/19 
4 11/19/18 11/21/18 3/8/19 
4 11/28/18 11/30/18 3/8/19 
4 2/1/19 2/5/19 3/8/19 
4 2/12/19 2/14/19 3/8/19 
 
12. Respondent’s late-reported transactions primarily involved derivative options 
transactions in Baker Hughes securities.  Respondent also failed to file a required Form 5 to report 
transactions that should have been reported on Forms 4 during Baker Hughes’ fiscal year 2018 
but were not.  Respondent did not provide notice of the transactions to Baker Hughes until 
February 2019.   
13. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder.  
Respondent’s Remedial Efforts 
14. 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: 

 
 
 6 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Section 16(a) of the Exchange 
Act and Rule 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 $143,000 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 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 
Matthias L. Heilmann 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.   
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, 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 

 
 
 7 
 
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 
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. 98547 / September 27, 2023 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-21732 
 
 
 
In the Matter of 
 

Matthias L. Heilmann, 
 
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 Matthias L. Heilmann (“Heilmann” 
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.  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. 

2. While subject to the reporting requirements of Section 16(a) of the Exchange Act as 
an officer of Baker Hughes Company (“Baker Hughes”), Respondent violated Section 16(a) on 
multiple occasions by failing to timely file reports of transactions in Baker Hughes’ securities.  

Respondent 

3. Heilmann, age 54, served as the President and Chief Executive Officer of Digital 
Solutions within Baker Hughes from July 2017 through March 2019, during which time Heilmann 
was subject to Section 16(a) of the Exchange Act.   

Issuer 

4. Baker Hughes is a Delaware corporation with its principal place of business in 
Texas.  Baker Hughes’ common stock is and has been at all relevant times registered with the 
Commission under Section 12 of the Exchange Act.  Prior to December 6, 2021, its shares traded on 
the New York Stock Exchange; currently, they trade on the NASDAQ stock market (ticker: BKR).  

 
Applicable Legal Framework 

5. 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 

 
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 

 

registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).   

6. 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 
disclosing his or her beneficial ownership of all securities of the issuer.  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 corporate insider 
has previously reported all such transactions).   

7. Exchange Act Rule 16a-1(f) defines the term “officer” to include an issuer’s 
president, principal financial officer, principal accounting officer (or, if there is no such 
accounting officer, the controller), any vice-president of the issuer in charge of a principal 
business unit, division or function, and any other officer who performs a policy-making function, 
or any other person who performs similar policy-making functions for the issuer.   

8. Although the Commission has encouraged the practice of many issuers to “help their 
[officers and directors] or submit the [] filings on their behalf . . . [in order] to facilitate accurate and 
timely filing,” Section 16 places the responsibility to report changes in securities ownership on 
insiders.2   

 
2   Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 
2003), 68 Fed. Reg. 25788, 25789 (May 13, 2003). 
 



 
 

 4 

 

9. There is no state of mind requirement for violations of Section 16(a) and the rules 
thereunder.3  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.4     

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

10. As an officer of Baker Hughes until March 2019, Respondent was subject to the 
reporting requirements of Exchange Act Section 16(a).  Respondent timely filed an initial 
statement of beneficial ownership on Form 3 on July 3, 2017, which was filed on his behalf 
pursuant to a limited power of attorney he executed appointing certain Baker Hughes personnel 
to sign and file Section 16(a) reports on his behalf.   

11. Subsequently, a number of timely Forms 4 were also filed on behalf of Respondent 
to report transactions primarily relating to restricted stock unit awards and vesting between August 
2017 and January 2019.  However, Respondent failed to file on a timely basis multiple required 
Section 16(a) reports with the Commission to report derivative options transactions in Baker 
Hughes securities executed between July 2017 and February 2019.   Respondent filed Forms 4 on 
March 8, 2019 to report all of the previously unreported transactions, including transactions 
executed on the following dates:   

Form Type Date of Trans. Due Date Date Filed 

4 1/11/18 1/16/18 3/8/19 

4 1/19/18 1/23/18 3/8/19 

4 1/31/18 2/2/18 3/8/19 

4 2/9/18 2/13/18 3/8/19 

4 4/20/18 4/24/18 3/8/19 

4 5/9/18 5/11/18 3/8/19 

 
3   See, e.g., 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); cf. 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”).     

4   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”); 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); see generally SEC Release No. 34-47809, 
68 Fed. Reg. at 25792 (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). 



 
 

 5 

 

Form Type Date of Trans. Due Date Date Filed 

4 6/1/18 6/5/18 3/8/19 

4 6/4/18 6/6/18 3/8/19 

4 7/10/18 7/12/18 3/8/19 

4 7/20/18 7/24/18 3/8/19 

4 7/27/18 7/31/18 3/8/19 

4 8/7/18 8/9/18 3/8/19 

4 8/22/18 8/24/18 3/8/19 

4 10/16/18 10/18/18 3/8/19 

4 10/29/18 10/31/18 3/8/19 

4 11/19/18 11/21/18 3/8/19 

4 11/28/18 11/30/18 3/8/19 

4 2/1/19 2/5/19 3/8/19 

4 2/12/19 2/14/19 3/8/19 
 

12. Respondent’s late-reported transactions primarily involved derivative options 
transactions in Baker Hughes securities.  Respondent also failed to file a required Form 5 to report 
transactions that should have been reported on Forms 4 during Baker Hughes’ fiscal year 2018 
but were not.  Respondent did not provide notice of the transactions to Baker Hughes until 
February 2019.   

13. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder.  

Respondent’s Remedial Efforts 

14. 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: 



 
 

 6 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Section 16(a) of the Exchange 
Act and Rule 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 $143,000 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 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 
Matthias L. Heilmann 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.   

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, 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 



 
 

 7 

 

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 
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