In re SolarEdge Technologies

   
 
 
 
 
 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No.  98549 / September 27, 2023 
                                                               
ADMINISTRATIVE PROCEEDING 
File No.  3-  21734 
 
 
 
In the Matter of 
 
SolarEdge Technologies, Inc., 
 
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 SolarEdge Technologies, Inc. 
(“SolarEdge” 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, 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 16(a) of the Exchange Act and the rules promulgated thereunder require 
officers and directors of a company with a class of equity security registered under Section 12 of the 
Exchange Act, and any beneficial owners of greater than 10% of such class (collectively, 
“insiders”), 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. 
3. Although insiders remain responsible for the timeliness and accuracy of their 
required Section 16(a) reports, 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.”  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. Since 2015, Respondent has been a reporting issuer and its insiders have been 
required to file Section 16(a) reports.  On numerous occasions, Respondent’s officers and 
directors violated Section 16(a) by failing to timely file required reports.  Respondent was a 
cause of many of the Section 16(a) violations by its officers and directors as a result of 
Respondent’s negligence in performing certain tasks it voluntarily agreed to undertake in 
connection with the preparation and filing of Section 16(a) reports on their behalf.  
Respondent 
5. SolarEdge is a Delaware corporation with its principal place of business in Israel. 
SolarEdge’s 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: SEDG).  
 
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 
 
SolarEdge is required to file annual reports on Form 10-K pursuant to Section 13(a) of the 
Exchange Act and Rule 13a-1 thereunder. 
Applicable Legal Framework 
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 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).   Insiders are required to file the reports electronically on EDGAR.  
There is no state of mind requirement for violations of Section 16(a) and the rules thereunder.
2
     
Respondent Was a Cause of Certain Violations of Section 16(a) by its Insiders 
7. Although the Commission encourages the practice of many issuers to assist insiders 
in complying with Section 16(a) filing requirements, issuers who voluntarily accept certain 
responsibilities and then act negligently in the performance of those tasks may be liable as a cause 
of Section 16(a) violations by insiders.   
8. Since at least 2018, Respondent has voluntarily agreed with its officers and 
directors to perform certain tasks in connection with the filing of Section 16(a) reports on their 
behalf, including the preparation and filing of all such reports for which Respondent had timely 
notification of the required information concerning the transactions.  However, on multiple 
occasions, Respondent acted negligently in its performance of such tasks and was a cause of 
SolarEdge’s officers and directors failing to file Section 16(a) reports on a timely basis.  For 
 
2
   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. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 
26901, at *2 (May 19, 1980) (“We have previously held that the failure to make a required report, even though 
inadvertent, constitutes a willful violation”); 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).  Negligence is sufficient to establish liability for causing such violations.  See KPMG Peat Marwick LLP, 74 
SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (“[N]egligence is sufficient to establish ‘causing’ liability 
under Exchange Act Section 21C(a) ... in cases in which a person is alleged to ‘cause’ a primary violation that does 
not require scienter.”). 

 
4 
 
instance, Respondent made disclosures in its annual proxy statements filed in 2018 through 2022 
relating to Section 16(a) compliance by its insiders during fiscal years 2017 through 2021 that 
named several officers and directors as having late-filed numerous reports and cited that they were 
“due to administrative errors and due to the fact that the Company’s headquarters in Israel work 
Sundays through Thursdays.”  The procedures and practices employed by Respondent were 
insufficient to the extent that those practices resulted in the recurrent failure to meet the two-
business day filing deadline.   
9. For example, between January 2018 and October 2022, Respondent’s officers and 
directors in the aggregate filed untimely Forms 4 for reportable transactions that occurred on more 
than 60 dates.  These transactions primarily related to stock awards and open-market stock sales.  
For virtually all of these late-reported transactions, Respondent had received timely notification of 
or otherwise possessed the necessary information for such filings but failed to prepare and file the 
reports within the required time frame. 
10. As a result of the conduct described above, Respondent was a cause of certain 
violations of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder by Respondent’s 
insiders.   
Respondent’s Remedial Efforts 
11. In determining to accept the 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 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 $125,000 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;  
 

 
5 
 
(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 
SolarEdge Technologies, Inc. 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, 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 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.  98549 / September 27, 2023 
                                                               
ADMINISTRATIVE PROCEEDING 
File No.  3-21734 
 
 
 
In the Matter of 
 

SolarEdge Technologies, Inc., 
 
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 SolarEdge Technologies, Inc. 
(“SolarEdge” 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, 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 16(a) of the Exchange Act and the rules promulgated thereunder require 
officers and directors of a company with a class of equity security registered under Section 12 of the 
Exchange Act, and any beneficial owners of greater than 10% of such class (collectively, 
“insiders”), 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. 

3. Although insiders remain responsible for the timeliness and accuracy of their 
required Section 16(a) reports, 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.”  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. Since 2015, Respondent has been a reporting issuer and its insiders have been 
required to file Section 16(a) reports.  On numerous occasions, Respondent’s officers and 
directors violated Section 16(a) by failing to timely file required reports.  Respondent was a 
cause of many of the Section 16(a) violations by its officers and directors as a result of 
Respondent’s negligence in performing certain tasks it voluntarily agreed to undertake in 
connection with the preparation and filing of Section 16(a) reports on their behalf.  

Respondent 

5. SolarEdge is a Delaware corporation with its principal place of business in Israel. 
SolarEdge’s 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: SEDG).  

 
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 
 

SolarEdge is required to file annual reports on Form 10-K pursuant to Section 13(a) of the 
Exchange Act and Rule 13a-1 thereunder. 

Applicable Legal Framework 

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 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).  Insiders are required to file the reports electronically on EDGAR.  
There is no state of mind requirement for violations of Section 16(a) and the rules thereunder.2     

Respondent Was a Cause of Certain Violations of Section 16(a) by its Insiders 

7. Although the Commission encourages the practice of many issuers to assist insiders 
in complying with Section 16(a) filing requirements, issuers who voluntarily accept certain 
responsibilities and then act negligently in the performance of those tasks may be liable as a cause 
of Section 16(a) violations by insiders.   

8. Since at least 2018, Respondent has voluntarily agreed with its officers and 
directors to perform certain tasks in connection with the filing of Section 16(a) reports on their 
behalf, including the preparation and filing of all such reports for which Respondent had timely 
notification of the required information concerning the transactions.  However, on multiple 
occasions, Respondent acted negligently in its performance of such tasks and was a cause of 
SolarEdge’s officers and directors failing to file Section 16(a) reports on a timely basis.  For 

 
2   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. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 
26901, at *2 (May 19, 1980) (“We have previously held that the failure to make a required report, even though 
inadvertent, constitutes a willful violation”); 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).  Negligence is sufficient to establish liability for causing such violations.  See KPMG Peat Marwick LLP, 74 
SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (“[N]egligence is sufficient to establish ‘causing’ liability 
under Exchange Act Section 21C(a) … in cases in which a person is alleged to ‘cause’ a primary violation that does 
not require scienter.”). 



 

4 
 

instance, Respondent made disclosures in its annual proxy statements filed in 2018 through 2022 
relating to Section 16(a) compliance by its insiders during fiscal years 2017 through 2021 that 
named several officers and directors as having late-filed numerous reports and cited that they were 
“due to administrative errors and due to the fact that the Company’s headquarters in Israel work 
Sundays through Thursdays.”  The procedures and practices employed by Respondent were 
insufficient to the extent that those practices resulted in the recurrent failure to meet the two-
business day filing deadline.   

9. For example, between January 2018 and October 2022, Respondent’s officers and 
directors in the aggregate filed untimely Forms 4 for reportable transactions that occurred on more 
than 60 dates.  These transactions primarily related to stock awards and open-market stock sales.  
For virtually all of these late-reported transactions, Respondent had received timely notification of 
or otherwise possessed the necessary information for such filings but failed to prepare and file the 
reports within the required time frame. 

10. As a result of the conduct described above, Respondent was a cause of certain 
violations of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder by Respondent’s 
insiders.   

Respondent’s Remedial Efforts 

11. In determining to accept the 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 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 $125,000 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;  
 



 

5 
 

(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 

SolarEdge Technologies, Inc. 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, 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 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 


	Respondent