In re SCOTT ESPOSITO

1 
 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 97036 / March 3, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21327 
 
 
In the Matter of 
 
 
SCOTT ESPOSITO, 
 
 
Respondent. 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND- 
DESIST PROCEEDINGS, PURSUANT 
TO SECTIONS 15(b) AND 21C OF THE 
SECURITIES EXCHANGE ACT OF 
1934, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS 
AND A CEASE-AND-DESIST ORDER 
 
 
I. 
 
The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby 
are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 
(“Exchange Act”) against Scott Esposito (“Esposito” 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 him 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 Administrative and Cease-and-Desist Proceedings, 
Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, 
and Imposing Remedial Sanctions and 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 Respondent’s effort to solicit investors on behalf of 
Silver Edge Financial LLC (“Silver Edge”), an entity not registered with the Commission that 
operates two pooled investment vehicles—the Silver Edge Pre-IPO Fund, LLC and the Silver Edge 
Venture Fund, LLC (the “Silver Edge Funds”). The Silver Edge Funds are series LLCs formed to 
invest in securities of private companies that Silver Edge identified as good candidates for an initial 
public offering (“IPO”) or other liquidity event within a 2-5 year time horizon. Since January 2019, 
Respondent marketed and sold securities in the form of series interests in the Silver Edge Funds 
nationwide and was compensated based on his success in recruiting investors. In so doing, 
Respondent operated as an unregistered broker. 
 
Respondent 
 
2. Scott Esposito, age 48, is a resident of Fort Lee, New Jersey.  Esposito was a 
sales representative at Silver Edge from January 2019 to the present.  Esposito solicited 
investment in at least 10 pre-IPO series offerings of the Silver Edge Funds.  Esposito has never 
been registered with the Commission or been associated with a registrant.   
 
Other Relevant Entities 
 
3. Silver Edge Financial, LLC, incorporated in Delaware on December 26, 2018, 
operates, and solicits investments in, the Silver Edge Funds. Silver Edge’s primary place of 
business is in Hackensack, New Jersey. Since January 2019, Silver Edge and its CEO, Daniel 
J. Mackle, Sr. (“Mackle”), procured interests in a portfolio of pre-IPO shares which it offered 
to investors as membership interests in series of the Silver Edge Funds. During the relevant 
period, Silver Edge sold over $65 million worth of pre-IPO series interests to investors through 
a sales force of unregistered brokers. Silver Edge has never been registered with the 
Commission as a broker- dealer. 
 
4. Silver Edge Pre-IPO Fund, LLC, incorporated in Delaware on January 14, 
2019, is a pooled investment vehicle managed by Mackle and operated by Silver Edge. The 
fund’s assets include rights to pre-IPO shares which are offered to investors as series interests 
in the fund. 
 
5. Silver Edge Venture Fund, LLC, incorporated in Delaware on January 15, 2020, 
is a pooled investment vehicle managed by Mackle and operated by Silver Edge. The fund’s 
                                                   
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 
 
assets include rights to pre-IPO shares which are offered to investors as series interests in the 
fund. 
 
Facts 
 
6. Since January 2019, Silver Edge has run two “pre-IPO” funds that provide 
accredited investors access to the shares of private companies that the firm’s manager anticipates 
will enter into initial public offerings within a 2-5 year window. The Silver Edge Funds are both 
set up as series LLCs, where each individual series of the respective fund holds rights to shares 
of a particular private company in the event of an IPO or other liquidity event. The series 
interests are securities. 
 
7. Silver Edge sells the majority of interests in the series through a sales force of 
independent contractors, including Respondent. From January 2019 through the present, 
Respondent solicited investors to purchase pre-IPO shares through series interests in the Silver 
Edge Funds. If the underlying pre-IPO company went public or otherwise experienced a 
liquidity event, investors in the Silver Edge Funds received shares in the company or cash 
reflecting the market value of those shares, per the terms of the Silver Edge Operating 
Agreement. Respondent’s efforts contributed to Silver Edge raising over $65 million from 
accredited investors during this time. 
 
8. Respondent used interstate commerce or the mails to effect transactions in the 
Silver Edge Funds’ securities or to induce or attempt to induce others to purchase or sell the 
Silver Edge Funds’ securities. Respondent received a list of accredited investors from Silver 
Edge’s CEO, and routinely cold-called investors located nationwide from that list. Respondent 
provided the potential investors with information regarding the companies whose pre-IPO shares 
Silver Edge was offering, and took steps to secure investments by providing investment 
documentation to potential investors and following up to solicit investors by phone, text, or 
email. Respondent was compensated based on his success in selling series interests in the Silver 
Edge Funds, including through discretionary bonuses that were paid based on the Respondent’s 
success bringing in new investors. 
 
9. When soliciting investors on behalf of Silver Edge, Respondent was not 
associated with a broker-dealer registered with the Commission. 
 Violations 
 
10. As a result of the conduct described above, Respondent willfully
2
 
violated Section 
                                                   
2
 “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and Section 9(b) 
of the Investment Company Act, “‘means no more than that the person charged with the duty knows 
what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 
F.2d 969, 977 (D.C. Cir. 1949)). There is no requirement that the actor “also be aware that he is 
violating one of the Rules or Acts.” Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). The decision in The 

4 
 
15(a) of the Exchange Act, which prohibits any broker or dealer, from effecting any transaction 
in, or inducing or attempting to induce the purchase or sale of, any security unless the broker or 
dealer is registered in accordance with Section 15(b) of the Exchange Act or is a natural person 
who is associated with a registered broker or dealer. 
 
IV. 
In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 
 
Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act, it is hereby 
ORDERED that: 
 
A. Respondent cease and desist from committing or causing any violations and any 
future violations Section 15(a) of the Exchange Act. 
 
B. Respondent be, and hereby is: 
 
barred from association with any broker, dealer, investment adviser, 
municipal securities dealer, municipal advisor, transfer agent, or nationally 
recognized statistical rating organization with the right to apply for reentry 
after two (2) years to the appropriate self-regulatory organization, or if there 
is none, to the Commission; and 
 
barred from participating in any offering of a penny stock, including: 
acting as a promoter, finder, consultant, agent or other person who 
engages in activities with a broker, dealer or issuer for purposes of the 
issuance or trading in any penny stock, or inducing or attempting to 
induce the purchase or sale of any penny stock with the right to apply for 
reentry after two (2) years to the appropriate self-regulatory organization, or 
if there is none, to the Commission. 
 
D. Any reapplication for association by the Respondent will be subject to the 
applicable laws and regulations governing the reentry process, and reentry may be conditioned 
upon a number of factors, including, but not limited to, compliance with the Commission’s order 
and payment of any or all of the following: (a) any disgorgement or civil penalties ordered by a 
Court against the Respondent in any action brought by the Commission; (b) any disgorgement 
amounts ordered against the Respondent for which the Commission waived payment; (c) any 
                                                   
Robare Group, Ltd. v. SEC, which construed the term “willfully” for purposes of a differently 
structured statutory provision, does not alter that standard. 922 F.3d 468, 478-79 (D.C. Cir. 2019) 
(setting forth the showing required to establish that a person has “willfully omit[ted]” material 
information from a required disclosure in violation of Section 207 of the Advisers Act).after two (2) 
years to the appropriate self-regulatory organization, or if there is none, to the Commission. 

5 
 
arbitration award related to the conduct that served as the basis for the Commission order; (d) 
any self-regulatory organization arbitration award to a customer, whether or not related to the 
conduct that served as the basis for the Commission order; and (e) any restitution order by a self- 
regulatory organization, whether or not related to the conduct that served as the basis for the 
Commission order. 
 
E. Respondent shall pay civil penalties pursuant to the following amount and 
payment plan: 
 
1. Esposito shall pay civil penalties of $88,000, to the Securities and 
Exchange Commission or transfer to the general fund of the United States 
Treasury, subject to Exchange Act Section 21F(g)(3).  Payment shall be 
made in the following installments: $25,000 within 14 days of the entry of 
this Order, $21,000 within 120 days of this Order, $21,000 within 240 
days of this Order, and final payment within 360 days of the entry of this 
Order. 
 
F. Payments shall be applied first to post order interest, which accrues pursuant to 31 
U.S.C. 3717. Prior to making the final payment set forth herein, Respondent shall contact the 
staff of the Commission for the amount due. If Respondent fails to make any payment by the date 
agreed and/or in the amount agreed according to the schedule set forth above, all outstanding 
payments owed under this Order, including post-order interest, minus any payments made, shall 
become due and payable immediately at the discretion of the staff of the Commission without 
further application to the Commission. 
 
Payment must be made in one of the following ways: 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request; 
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to: 
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 

6 
 
Esposito 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 David Becker, Division of 
Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549- 
0213. 
 
G. 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, Respondent shall not argue that he are 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 
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 

1  

 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97036 / March 3, 2023 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-21327 

 

 

In the Matter of 

 
 

SCOTT ESPOSITO, 

 
 

Respondent. 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-AND- 

DESIST PROCEEDINGS, PURSUANT 

TO SECTIONS 15(b) AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 

1934, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS 

AND A CEASE-AND-DESIST ORDER 

 
 

I. 

 

The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative and cease-and-desist proceedings be, and hereby 

are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 

(“Exchange Act”) against Scott Esposito (“Esposito” 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 him 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 Administrative and Cease-and-Desist Proceedings, 

Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, 

and Imposing Remedial Sanctions and 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 Respondent’s effort to solicit investors on behalf of 

Silver Edge Financial LLC (“Silver Edge”), an entity not registered with the Commission that 

operates two pooled investment vehicles—the Silver Edge Pre-IPO Fund, LLC and the Silver Edge 

Venture Fund, LLC (the “Silver Edge Funds”). The Silver Edge Funds are series LLCs formed to 

invest in securities of private companies that Silver Edge identified as good candidates for an initial 

public offering (“IPO”) or other liquidity event within a 2-5 year time horizon. Since January 2019, 

Respondent marketed and sold securities in the form of series interests in the Silver Edge Funds 

nationwide and was compensated based on his success in recruiting investors. In so doing, 

Respondent operated as an unregistered broker. 

 

Respondent 
 

2. Scott Esposito, age 48, is a resident of Fort Lee, New Jersey.  Esposito was a 

sales representative at Silver Edge from January 2019 to the present.  Esposito solicited 

investment in at least 10 pre-IPO series offerings of the Silver Edge Funds.  Esposito has never 

been registered with the Commission or been associated with a registrant.   

 

Other Relevant Entities 
 

3. Silver Edge Financial, LLC, incorporated in Delaware on December 26, 2018, 

operates, and solicits investments in, the Silver Edge Funds. Silver Edge’s primary place of 

business is in Hackensack, New Jersey. Since January 2019, Silver Edge and its CEO, Daniel 

J. Mackle, Sr. (“Mackle”), procured interests in a portfolio of pre-IPO shares which it offered 

to investors as membership interests in series of the Silver Edge Funds. During the relevant 

period, Silver Edge sold over $65 million worth of pre-IPO series interests to investors through 

a sales force of unregistered brokers. Silver Edge has never been registered with the 

Commission as a broker- dealer. 

 

4. Silver Edge Pre-IPO Fund, LLC, incorporated in Delaware on January 14, 

2019, is a pooled investment vehicle managed by Mackle and operated by Silver Edge. The 

fund’s assets include rights to pre-IPO shares which are offered to investors as series interests 

in the fund. 

 

5. Silver Edge Venture Fund, LLC, incorporated in Delaware on January 15, 2020, 

is a pooled investment vehicle managed by Mackle and operated by Silver Edge. The fund’s 

                                                   
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  

assets include rights to pre-IPO shares which are offered to investors as series interests in the 

fund. 

 

Facts 
 

6. Since January 2019, Silver Edge has run two “pre-IPO” funds that provide 

accredited investors access to the shares of private companies that the firm’s manager anticipates 

will enter into initial public offerings within a 2-5 year window. The Silver Edge Funds are both 

set up as series LLCs, where each individual series of the respective fund holds rights to shares 

of a particular private company in the event of an IPO or other liquidity event. The series 

interests are securities. 

 

7. Silver Edge sells the majority of interests in the series through a sales force of 

independent contractors, including Respondent. From January 2019 through the present, 

Respondent solicited investors to purchase pre-IPO shares through series interests in the Silver 

Edge Funds. If the underlying pre-IPO company went public or otherwise experienced a 

liquidity event, investors in the Silver Edge Funds received shares in the company or cash 

reflecting the market value of those shares, per the terms of the Silver Edge Operating 

Agreement. Respondent’s efforts contributed to Silver Edge raising over $65 million from 

accredited investors during this time. 

 

8. Respondent used interstate commerce or the mails to effect transactions in the 

Silver Edge Funds’ securities or to induce or attempt to induce others to purchase or sell the 

Silver Edge Funds’ securities. Respondent received a list of accredited investors from Silver 

Edge’s CEO, and routinely cold-called investors located nationwide from that list. Respondent 

provided the potential investors with information regarding the companies whose pre-IPO shares 

Silver Edge was offering, and took steps to secure investments by providing investment 

documentation to potential investors and following up to solicit investors by phone, text, or 

email. Respondent was compensated based on his success in selling series interests in the Silver 

Edge Funds, including through discretionary bonuses that were paid based on the Respondent’s 

success bringing in new investors. 

 

9. When soliciting investors on behalf of Silver Edge, Respondent was not 

associated with a broker-dealer registered with the Commission. 

 Violations 
 

10. As a result of the conduct described above, Respondent willfully2 violated Section 

                                                   
2 “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and Section 9(b) 

of the Investment Company Act, “‘means no more than that the person charged with the duty knows 

what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 

F.2d 969, 977 (D.C. Cir. 1949)). There is no requirement that the actor “also be aware that he is 

violating one of the Rules or Acts.” Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). The decision in The 



4  

15(a) of the Exchange Act, which prohibits any broker or dealer, from effecting any transaction 

in, or inducing or attempting to induce the purchase or sale of, any security unless the broker or 

dealer is registered in accordance with Section 15(b) of the Exchange Act or is a natural person 

who is associated with a registered broker or dealer. 

 

IV. 

In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 

 

Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act, it is hereby 

ORDERED that: 

 

A. Respondent cease and desist from committing or causing any violations and any 

future violations Section 15(a) of the Exchange Act. 

 

B. Respondent be, and hereby is: 

 

barred from association with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization with the right to apply for reentry 

after two (2) years to the appropriate self-regulatory organization, or if there 

is none, to the Commission; and 

 

barred from participating in any offering of a penny stock, including: 

acting as a promoter, finder, consultant, agent or other person who 

engages in activities with a broker, dealer or issuer for purposes of the 

issuance or trading in any penny stock, or inducing or attempting to 

induce the purchase or sale of any penny stock with the right to apply for 

reentry after two (2) years to the appropriate self-regulatory organization, or 

if there is none, to the Commission. 

 

D. Any reapplication for association by the Respondent will be subject to the 

applicable laws and regulations governing the reentry process, and reentry may be conditioned 

upon a number of factors, including, but not limited to, compliance with the Commission’s order 

and payment of any or all of the following: (a) any disgorgement or civil penalties ordered by a 

Court against the Respondent in any action brought by the Commission; (b) any disgorgement 

amounts ordered against the Respondent for which the Commission waived payment; (c) any 

                                                   

Robare Group, Ltd. v. SEC, which construed the term “willfully” for purposes of a differently 

structured statutory provision, does not alter that standard. 922 F.3d 468, 478-79 (D.C. Cir. 2019) 

(setting forth the showing required to establish that a person has “willfully omit[ted]” material 

information from a required disclosure in violation of Section 207 of the Advisers Act).after two (2) 

years to the appropriate self-regulatory organization, or if there is none, to the Commission. 



5  

arbitration award related to the conduct that served as the basis for the Commission order; (d) 

any self-regulatory organization arbitration award to a customer, whether or not related to the 

conduct that served as the basis for the Commission order; and (e) any restitution order by a self- 

regulatory organization, whether or not related to the conduct that served as the basis for the 

Commission order. 

 

E. Respondent shall pay civil penalties pursuant to the following amount and 

payment plan: 

 

1. Esposito shall pay civil penalties of $88,000, to the Securities and 

Exchange Commission or transfer to the general fund of the United States 

Treasury, subject to Exchange Act Section 21F(g)(3).  Payment shall be 

made in the following installments: $25,000 within 14 days of the entry of 

this Order, $21,000 within 120 days of this Order, $21,000 within 240 

days of this Order, and final payment within 360 days of the entry of this 

Order. 

 

F. Payments shall be applied first to post order interest, which accrues pursuant to 31 

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

staff of the Commission for the amount due. If Respondent fails to make any payment by the date 

agreed and/or in the amount agreed according to the schedule set forth above, all outstanding 

payments owed under this Order, including post-order interest, minus any payments made, shall 

become due and payable immediately at the discretion of the staff of the Commission without 

further application to the Commission. 

 

Payment must be made in one of the following ways: 

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

which will provide detailed ACH transfer/Fedwire instructions upon 

request; 

 

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

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

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

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

Commission and hand-delivered or mailed to: 

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

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

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


6  

Esposito 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 David Becker, Division of 

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

0213. 

 

G. 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, Respondent shall not argue that he are 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 

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
	In_the_Matter_of
	RICHARD_KONOPKA,
	Respondent.
	Respondent
	Other_Relevant_Entities
	Facts