In the Matter of the Claims for an Award

 
 
 
  
 
 
 
     
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
   
   
     
 
  
  
 
  
 
  
 
    
   
    
 
 
                                                           
       
   
 
    
UNITED STATES OF AMERICA 
before the 
SECURITIES AND EXCHANGE COMMISSION 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 94398 / March 11, 2022 
WHISTLEBLOWER AWARD PROCEEDING 
File No. 2022-38 
I
n the Matter of the Claims for an Award 
in connection with 
Notice of Covered Action 
Redacted
Redacted
Redacted
ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 
The Claims Review Staff (“CRS”) has recommended the denial of claims for a 
RedactedRedacted
whistleblower award submitted by (“Claimant 1”) and (“Claimant 
2”) in connection with the above-referenced Covered Action (the “Covered Action”).
1
percent ( ) of the collected monetary sanctions in the Covered Action.  We concur, 
Afterconsidering the administrative record, we choose to depart from the CRS’s 
***
recommendation and award Claimant 1 an award of about $14 million, which is equal to 
***
Redacted
however, with the CRS’s recommendation that Claimant 2’s award claim should be denied.  
I.Background
On, the Commission filed a settled proceeding 
charging (the “Company”), and its 
(“CEO”), with negligently failing to 
RedactedRedacted
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The Preliminary Determination also recommended denying an award to two other claimants who had 
jointly filed award claims.  Those determinations were not contested and, thus, the CRS’s preliminary determination 
to deny that award application became final pursuant to Rule 21F-10(f) under the Securities Exchange Act of 1934 
(“Exchange Act”). 
1 
1 

  
  
  
  
 
  
 
 
  
     
 
     
  
  
 
 
 
 
    
  
   
  
    
   
  
  
   
  
   
     
     
     
      
2 
.  Without admitting or denying the findings against them, the Company and its CEO 
Redacted
***
consented to the entry of the Commission’s order that, among other remedies, required the 
Company to pay and the CEO to pay 
. 
Redacted
Redacted
Redacted
Redacted
On 
Redacted
, the Commission’s Office of the Whistleblower (“OWB”) posted 
the Notice for the Covered Action.  Claimant 1 and Claimant 2 filed timely whistleblower award 
applications. 
Claimant 1 stated in his/her award application that he/she had published an online report 
Redacted
exposing the fraud committed by the Company and the CEO in , and that this 
report, along with the subsequent assistance he/she provided to the Commission’s investigative 
staff caused the Commission to discover the existence of the fraud and contributed to the success 
of the Covered Action.  Claimant 1 contended that he/she satisfied the requirement of reporting 
Redacted
this information to the Commission by “properly execut[ing] and fil[ing] [his/her] Form TCR on 
,” which was more than four years after Claimant 1 had released the report 
about the Company and two months after OWB posted the Notice of Covered Action for this 
matter.
2
Claimant 2, in contrast to Claimant 1, did not submit a tip to the Commission.  Rather, 
Redacted
Claimant 2 stated that he/she “was a principal author of [a] report . . . released publicly on 
. . .  [containing] information and analysis [that] became the cornerstone of the 
Commission’s case” in the Covered Action.  This is the same online report that Claimant 1 
published, as discussed above.
3
II.Preliminary Determination and Responses
The CRS preliminarily determined to deny both Claimants’ award applications.  The
Redacted
CRS cited three reasons for denying Claimant 1’s award claim: (1) Claimant 1 was not a 
Redacted
whistleblower within the meaning of Rule 21F-2(a) under the Exchange Act prior to 
– the date on which Claimant 1 first submitted a Form TCR pursuant to Exchange Act
Claimant 1 argued that, even if his/her TCR was late-filed, the Commission should waive the requirement 
because “extraordinary circumstances in [Claimant 1]’s case justify a waiver of any Form TCR filing deadline,”  in 
all of the information requested on a Form TCR.” 
this case in light of the fact that Claimant 1 “had a long history of detecting possible securities violations, 
independently investigating them, , answering questions, producing 
documents and providing other assistance to the Staff” and because [Claimant 1’s] “public report contained virtually 
Redacted
***
The report was published under the name 
Redacted
by an entity called 
Redacted
The report does not specify the name(s) of its author(s). Both Claimants, however,
Redacted
 stated that they took part 
in preparing the report.  The report lists Claimant 1 as the entity’s There is no evidence 
contradicting either Claimant’s assertion of having participated in the writing of the report and we, therefore, credit 
both as having been authors of the report. 
2 
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Rule 21F-9(a);
4 
(2) Claimant 1 did not provide original information to the Commission on a 
voluntary basis, as required by Rule 21F-4(a), because any information that Claimant 1 provided 
to the Commission was submitted after Claimant 1 received a request from Commission staff 
that related to the subject matter of Claimant 1’s submission;
5
 and (3) Claimant 1’s information 
did not lead to the success of the Covered Action within the meaning of Exchange Act Section 
21F(b)(1) and Rules 21F-3(a) and 21F-4(c) thereunder.
6 
The CRS cited two reasons for denying Claimant 2’s award claim: (1) Claimant 2 was 
not a “whistleblower” under Exchange Act Rule 21F-2(a) because Claimant 2 did not provide the 
Commission with information relating to a possible securities law violation pursuant to the 
procedures set forth in Exchange Act Rule 21F-9; and (2) Claimant 2’s information did not lead 
to the success of the Covered Action within the meaning of Exchange Act Section 21F(b)(1) and 
Rules 21F-3(a) and 21F-4(c) thereunder. 
Both Claimants submitted timely written requests for reconsideration.  Addressing the 
CRS’s first ground for denying Claimant 1’s award application, Claimant 1 argues that 
“[n]othing in the Commission’s Rules required [Claimant 1] to provide [his/her] original 
information first through a Form TCR”
7
 and that “even if the Commission concludes that 
[Claimant 1] did not comply with certain technical requirements, it erred in refusing to waive 
them.” Claimant 1 notes that he/she did ultimately submit a Form TCR containing his/her 
allegations about the Company and that it is immaterial under the rules when he/she submitted 
the Form TCR.
8 
Indeed, Claimant 1 contends the whistleblower rules expressly contemplate that 
a person could be eligible for an award even if the information in the person’s Form TCR was 
already known to the staff when the person submitted it to the Commission “as long as the 
person was
Redacted
 ‘the original source of the information,’” which Claimant 1 was as the author of a 
 online report the staff relied upon in opening its investigation.  Claimant 1 
further contends that the CRS erred in finding that he/she submitted his/her information to the 
Commission only after receiving a request from Commission staff that related to the subject 
4 
See Exchange Act Rule 21F-2(a), 17 C.F.R. § 240.21F-2(a); Exchange Act Rule 21F-9(a), 17 C.F.R. § 
240.21F-9(a). 
5 
See Exchange Act Rule 21F-4(a), 17 C.F.R. § 240.21F-4(a). 
6 
See Section 21F(b)(1) of the Exchange Act, 15 U.S.C. § 78u-6(b)(1); Exchange Act Rule 21F-3(a), 17 
C.F.R. § 240.21F-3(a). 
7 
Claimant 1 emphasizes that there was no requirement under the whistleblower rules at the time he/she 
submitted his/her Form TCR that required an individual to provide his or her original information first through a 
Form TCR and that this requirement was only proposed for the first time when the Commission issued its proposal 
to amend the whistleblower rules in 2018. Further, Claimant 1 notes that, in its release proposing the rule 
amendments, the Commission needed, in the Commission’s words, to “‘clarify” that “the first time an individual 
provides information to the Commission that the individual will rely upon as a basis for claiming an award, the 
individual must provide that information in accordance with the procedures specified in Rules 21F-9(a) and (b).” 
Claimant 1 does not argue that the 
Redacted
Form TCR contained any new information that 
significantly contributed to the success of the Covered Action, as the Form TCR was submitted after the posting of 
the Notice for this Covered Action. 
3 
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matter of Claimant 1’s submission.  Claimant 1 maintains that he/she, in fact, emailed an 
attorney in the Commission’s Division of Enforcement (the “First Enforcement Attorney”) with 
his/her allegations just three days after the online report was published and before the staff 
reached out to him/her to request the information.
9
  Claimant 1 further notes that his/her attorney 
followed-up with the First Enforcement Attorney just a few weeks later, and that the First 
Enforcement Attorney asked that Claimant 1 send him data supporting the allegations. Before 
Claimant 1 was able to transmit his/her supporting information to the First Enforcement 
Attorney, he/she was contacted by a different Enforcement attorney, who had read the online 
Redacted
report, on , and subsequently sent the materials to that attorney.  This second 
Enforcement attorney was, in fact, one of the attorneys assigned to the Enforcement team that 
was investigating the Company and later recommended the Commission bring the enforcement 
action (the “Enforcement Investigative Attorney”).  Claimant 1 argues that his/her information 
did lead to the success of the Covered Action because the online report caused the opening of the 
investigation and he/she provided this information to the Commission on “multiple” occasions.
10 
Finally, Claimant 1 contends that, even if he/she failed to comply with certain procedural 
requirements, the Commission should exercise its discretion under Rule 21F-8(a) to excuse 
Claimant 1 from these requirements because Claimant 1 “provided the type of extraordinary 
assistance that the [whistleblower] program was designed to reward.” 
Claimant 2 asserts in his/her reconsideration request that the information and analysis in 
the online report was “the cornerstone” of the Commission’s case in the Covered Action.  
Claimant 2 does not dispute that he/she did not file a Form TCR as required by Rule 21F-9; 
rather Claimant 2 contends that the Commission was “directly notified” of his/her online report 
via “1) iContact email push notification, 2) tweets from [Claimant 2’s] account, [and] 3) 
significant media coverage of the [r]eport.”  Claimant 2 further argues that the Commission 
should exercise its discretionary authority under Rule 21F-8(a) to excuse any procedural 
omissions Claimant 2 may have committed in this matter. 
The CRS rejected both Claimants’ contentions and reaffirmed its initial recommendation 
that both Claimants’ award claims be denied.  
9 
The Enforcement Investigative Attorney stated in a supplemental declaration that he did not recall Claimant 
1 mentioning any prior contacts he/she had had with Commission staff regarding the Company.
  Further, Claimant 1 
Redacted
did not mention this correspondence with the First Enforcement Attorney in either his/her Form 
TCR or in his/her award application. 
10 
Claimant 1 states that he/she “gave” his/her report about the Company to the Commission “multiple times” 
– “when [he/she] emailed the report to [a Commission staff attorney] and to a listserve that [he/she] believed 
included SEC staffers, and when [he/she] released it online knowing it would reach the Commission . . . [and] when 
[he/she] submitted the report along with [his/her] Form TCR.” 
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III. Analysis 
To qualify for a whistleblower award under Section 21F of the Exchange Act, an 
individual must voluntarily provide the Commission with original information that leads to the 
successful enforcement of a covered action.
11 
A. Claimant 1 
Claimant 1 emailed a copy of his/her report to the First Enforcement Attorney, who, as 
Redacted
noted, was not a member of the Covered Action investigative team, in , just three 
days after the report was released online and a month before the Commission opened its 
investigation of the Company.  
Redacted
Claimant 1 did not, however, submit a Form TCR until four years 
Redacted
later, in , which was months after the Covered Action had 
concluded.  The requirement of submitting a tip in the prescribed manner on Form TCR or 
through the Commission’s TCR System
12 
is not a mere formality but, rather, is critical to the 
trackability, management, and reliability of tips. The programmatic purposes of requiring 
whistleblowers to submit their information on Form TCR or through the online TCR portal 
include:  allowing the Commission to promptly determine whether an individual who submits 
information is subject to heightened whistleblower confidentiality protections; helping the staff 
efficiently process the information and other documentation provided by the individual and 
assess its potential credibility; and assisting the Commission in eventually evaluating the 
individual’s potential entitlement to an award.
13 
Also, by submitting a tip on Form TCR, the 
submitter declares under penalty of perjury that the information is true and correct to the best of 
the submitter’s knowledge and belief.  A tip that bypasses the TCR System may not contain the 
sworn declaration under penalty of perjury as to the veracity of the information.  The fact that 
11 
Exchange Act Section 21F(b)(1), 15 U.S.C. § 78u-6(b)(1). 
12 
The TCR System (short for “Tips, Complaints, and Referrals System”) is the Commission’s electronic 
database which records and stores information received from whistleblowers and others about potential securities 
law violations and records staff action taken with regard to tips, complaints, and referrals (“TCRs”) entered into the 
system. 
13 
As the Commission explained in its release adopting the rule amendments, “compliance with Rule 21F-9(a) 
is required in other contexts because it allows precise and reliable tracking of information for determining award 
eligibility as well as for helping clarify which submitters should receive heightened confidential treatment.” 
Whistleblower Program Rules, Exchange Act Rel. No. 89963 (Sept. 23, 2020) (“Adopting Amendments Release”) at 
73. The Commission further observed that “the TCR requirement allows the Commission to manage and track the 
thousands of tips that it receives annually and to connect tips to each other so as to make better use of the 
information provided.” Id. at 99 (internal quotations omitted). See also Proposed Amendments to the 
Whistleblower Rules, Exchange Act Rel. No. 83577 (June 28, 2018) (“Proposed Amendments”) at 67 (“In our 
experience to date in the awards context, compliance with existing Rule 21F-9(a) has proven to be beneficial for 
enabling the Commission to determine, in a precise and reliable manner, which persons submitted which 
information on which dates.”) and at 83 (noting that the TCR submission requirement “advances many 
programmatic purposes . . . include[ing] allowing the Commission to promptly determine whether an individual who 
submits information is subject to heightened whistleblower confidentiality protections; helping the staff efficiently 
process the information and other documentation provided by the individual and assess its potential credibility; and 
assisting the Commission in eventually evaluating the individual’s potential entitlement to an award”). 
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Claimant 1 ultimately submitted a Form TCR years after the online report and Claimant 1’s 
email to the First Enforcement Attorney does not serve the programmatic goals of ensuring that 
information is properly tracked, reviewed and assessed. 
In 2020, the Commission adopted a limited exception to the Rule 21F-9(a) and (b) TCR 
filing requirement.
14 
New Rule 21F-9(e) clarifies that claimants must comply with the 
procedures for submitting information described in Rules 21F-9(a) and (b) within 30 days of 
providing the Commission with the original information to be relied upon as a basis for claiming 
an award. In addition, it provides for an automatic waiver of the TCR filing requirement where a 
claimant can show that he or she complied with the submission requirements of the rule within 
30 days of “first obtaining actual or constructive notice about those requirements (or 30 days 
from the date you retain counsel to represent you in connection with your submission of original 
information, whichever occurs first);” and “[t]he Commission can readily develop an 
administrative record that unambiguously demonstrates that you would otherwise qualify for an 
award.”
15 
Claimant 1 is not eligible for the automatic waiver under Rule 21F-9(e) because 
he/she was represented by counsel when he/she sent the email to the First Enforcement Attorney
 and did not submit a Form TCR within 30 days thereafter. in 
Redacted
Nevertheless, we have determined that it would be in the public interest and consistent 
with the protection of investors for the Commission to exercise our discretionary authority under 
Section 36(a) of the Exchange Act
16 
to waive the TCR filing requirements of Rules 21F-9(a) and 
(b)in light of the unusual facts and circumstances present here.  Specifically, Claimant 1: (1) 
emailed a copy of his/her online report to the First Enforcement Attorney just three days after 
posting it on the Internet and Claimant 1’s attorney followed-up with the First Enforcement 
Attorney a few weeks later; (2) the information in Claimant 1’s online report was credible and of 
high quality and caused Enforcement staff to open an investigation that ultimately resulted in the 
successful Covered Action and returned millions of dollars to harmed investors; (3) Claimant 1 
Redacted
submitted his/her tip just after the whistleblower rules went into effect, when the 
filing requirements were still unfamiliar to many individuals; and (4) the Enforcement 
Investigative Attorney provided warnings to Claimant 1 that there could be criminal penalties for 
providing false information to the Enforcement staff.
17 
14 
Adopting Amendments Release at 94-102. 
15 
While claimants like Claimant 1, who have counsel are deemed to have constructive notice of the TCR 
filing requirements, and as such, are not entitled to the automatic waiver allowed by new Rule 21F-9(e), we noted 
that we will continue to review and assess the appropriateness of using our discretionary Section 36(a) exemptive 
authority where a claimant is represented by counsel but fails to meet the Form TCR filing requirements. For the 
reasons discussed herein, we find that the present facts and circumstances warrant the exercise of our Section 36(a) 
exemptive authority so as to find Claimant 1 eligible for an award. 
16 
Section 36(a) of the Exchange Act provides the Commission with broad authority to exempt any person 
from any provision of the Exchange Act or any rule or regulation thereunder to the extent that such exemption is (i) 
“necessary or appropriate in the public interest” and (ii) “is consistent with the protection of investors.” 
17 
We note, in this regard, that we have exercised our Section 36(a) exemptive authority in other cases where 
a whistleblower represented by counsel filed a Form TCR years after first providing information to the Commission. 
See, e.g., Order Determining Whistleblower Award Claim, Exchange Act Rel. No. 90721 (Dec. 18, 2020) (claimant 
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that 
.  This 
Redacted
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The record demonstrates that Claimant 1 voluntarily provided original information to the 
Commission that led to the successful enforcement of the Covered Action.
18 
Claimant 1 
voluntarily provided the First Enforcement Attorney with a copy of the report three days after 
posting it on the Internet and before receiving any request from the Commission.  While the 
investigation was opened as a result of the Enforcement Investigative Attorney discovering the 
report through his own Internet search, and not as a result of receiving Claimant 1’s submission 
to the First Enforcement Attorney, Claimant 1 was an original source of the report.
19
  The 
investigation was opened based on the information in the report, which contained analysis 
derived from a large number of publicly-available and non-public sources,
20
 and which alleged 
allegation ended up being the basis of the charges that the Commission ultimately brought 
against the Company and its CEO.  We thus conclude that Claimant 1 provided information that 
led to the successful enforcement of the Covered Action by providing the Commission with 
original information that was sufficiently specific, credible, and timely to cause the staff to open 
its investigation and that the Commission brought the Covered Action based on conduct that was 
the subject of Claimant 1’s information.      
Applying the award criteria in Rule 21F-6 of the Securities Exchange Act of 1934 to the 
***
specific facts and circumstances here, we have determined to grant Claimant 1 an award of 
of the monetary sanctions collected in the Covered Action.
21 
In reaching this determination, we 
positively assessed the following facts: (i) Claimant 1, an outsider of the Company, was 
expeditious in reporting the information to the Commission; (ii) Claimant’s information was 
filed a Form TCR nearly two years after first providing information to the Commission); Order Determining 
Whistleblower Award Claims, Exchange Act Rel. No. 90580 (Dec. 7, 2020) (claimant’s counsel filed a Form TCR 
two and a half years after claimant had first provided information to the Commission, when the investigation was 
nearly complete). 
18 
See Exchange Act Section 21F(b)(1), 15 U.S.C. § 78u-6(b)(1); Exchange Act Rule 21F-3(a), 17 C.F.R. § 
240.21F-3(a). 
19 
Exchange Act Rule 21F-4(b)(5), 17 C.F.R. § 240.21F-4(b)(5), provides that “[t]he Commission will 
consider you to be an original source of the same information that we obtain from another source if the information 
satisfies the definition of original information and the other source obtained the information from you or your 
representative.” 
20 
According to the report, it was put together with the assistance of 
” and involved “ 
a
s well as the “ 
.” 
RedactedRedacted
RedactedRedacted
Redacted
RedactedRedacted
***
In assessing the appropriate award amount, Exchange Act Rule 21F-6 provides that the Commission 
consider: (1) the significance of information provided to the Commission; (2) the assistance provided in the 
Commission action; (3) law enforcement interest in deterring violations by granting awards; (4) participation in 
internal compliance systems; (5) culpability; (6) unreasonable reporting delay; and (7) interference with internal 
compliance and reporting systems.  17 C.F.R. § 240.21F-6. 
7 
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analysis, as summarized in Claimant 1’s online report, investigative staff independently obtained 
key evidence on the and  underpinning the violations 
from other sources.
22
  Thus, although Claimant 1 was responsive to the staff’s requests for 
additional information, Claimant 1 was not in a position to provide continuing helpful 
information and assistance during the investigation.   
RedactedRedacted
significant as it alerted the staff to the ongoing securities violations; (iii) Claimant’s prompt 
reporting to the Commission allowed the Commission to stop an ongoing fraud and ultimately to 
return millions of dollars to harmed investors; and (iv) the charges brought by the Commission 
bear a close nexus to the information provided by Claimant.   
While the investigation was opened based in large part on Claimant 1’s research and 
B. Claimant 2 
Section 21F of the Exchange Act defines the term “whistleblower” to include “any 
individual who provides . . . information relating to a violation of the securities laws to the 
Commission, in a manner established, by rule or regulation, by the Commission.
23 
It also directs 
that “[n]o award under subsection (b) shall be made . . . to any whistleblower who fails to submit 
information to the Commission in such form as the Commission may, by rule, require.”
24 
Exchange Act Rule 21F-2(a)(2), applicable at the time of the Claimants’ award applications, but 
since amended, stated, “To be eligible for an award, you must submit original information in 
accordance with the procedures and conditions described in §§ 240.21F-4, 240.21F-8, and 
240.21F-9 of this chapter.”
25
  As we previously observed, “[t]he plain language of Section 21F 
and of our whistleblower rules . . . requires that information be ‘provided’ and ‘submitted’ 
directly to the Commission in order to support an award—and makes no allowance for the online 
publication of information that, by happenstance, indirectly makes its way into the hands of 
Commission staff.”
26
  Even if an individual was the original source of a report that the 
Commission staff discovered during an online search, in order to be eligible for an award, the 
individual would still need to demonstrate that he or she provided the report to the Commission 
in the form and manner required.
27 
22 
Specifically, the documents that were critical to investigating and building the case included the 
Company’s 
.
  In addition, obtained by the staff from established 
.  None of these materials came 
from Claimant 1. 
Redacted
RedactedRedactedRedacted
Redacted
23 
Exchange Act Section 21F(a)(6), 15 U.S.C. § 78u-6(a)(6) (emphasis added). 
24 
Exchange Act Section 21F(c)(2)(D), 15 U.S.C. § 78u-6(c)(2)(D) (emphasis added). 
25 
Exchange Act Rule 21F-2(a)(2), 17 C.F.R. § 240.21F-2(a)(2) (emphasis added). 
26 
Whistleblower Award Proceeding File No. 2018-7, Exchange Act Rel. No. 82955 (March 27, 2018) at 5; 
Whistleblower Award Proceeding File No. 2021-40, Exchange Act Rel No 91584 (April 16, 2021) at 4 (same). 
See Securities Whistleblower Incentives and Protections, 76 Fed. Reg. at 34,321 n.187 (original source of 
information “must still satisfy all of the other requirements of Section 21F and of [the whistleblower] rules, 
including that the information was submitted voluntarily, it led to a successful Commission enforcement action or 
8 
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For an individual to qualify for an award based on information that he or she provides, 
“our whistleblower rules require that the individual must provide his or her tip directly to the 
Commission and he or she must do so in accordance with the requirements of Exchange Act 
Rule 21F-9.”
28
  Rule 21F-9 generally requires that tips provided to the Commission before the 
effective date of the whistleblower rules (i.e., August 12, 2011) must be provided in writing; and 
for tips submitted on or after the effective date, the tip must be submitted through the 
Commission’s online portal or on Commission Form TCR.
29
  Further, the whistleblower “must 
declare under penalty of perjury at the time [he or she] submits [the] information . . .  that [the] 
information is true and correct to the best of [the whistleblower’s] knowledge and belief.”
30 
Rule 21F-9(e) clarifies that if an individual fails to follow the submission procedures specified in 
this rule, then the individual “will be deemed ineligible for an award in connection with that 
information (even if [the individual] later resubmit[s] that information in accordance with [the 
provisions of the rule]).”
31 
We have explained that “[i]f the Commission receives an 
individual’s information in another manner or through another source . . . , the individual will 
generally not be able to recover an award for that information [and that] failure to submit 
information to the Commission in accordance with the whistleblower rules discussed above 
means that the individual will generally not qualify as a ‘whistleblower’ (as defined in Exchange 
Act Rule 21F-2(a)) with respect to the information the Commission received and used.”
32 
Claimant 2 does not dispute that he/she failed to submit his/her information to the 
Commission in accordance with the procedures set out in Rule 21F-9.  Rather, Claimant 2 asserts 
that the dissemination of the information in the online report through “iContact email push 
notification,” social media postings and “significant media coverage” was sufficient to constitute 
providing the information to the Commission. Regardless of whether these means could qualify 
as submissions to the Commission, Claimant 2 does not assert that he/she was the author or 
sender of these emails and postings and thus Claimant 2 has failed to show that he/she provided 
his/her information directly to the Commission.  Accordingly, Claimant 2 does not qualify as a 
whistleblower under Exchange Act Section 21F(a)(6) and Rule 21F-2(a) and therefore is 
ineligible to receive an award. 
related action, and [the claimant] is not ineligible for an award”). See also supra Exchange Act Rel. 82955 at 5 
(“even an individual who qualifies as the original source of information that the Commission receives indirectly 
must also provide that same information directly to the Commission in order to qualify for an award [footnotes 
omitted].”). 
28 
Whistleblower Award Proceeding File No. 2017-10, Exchange Act Rel. No. 80596 (May 4, 2017) at 6 n.9. 
29 
Exchange Act Rule 21F-9(a), 17 C.F.R. § 240.21F-9(a). 
30 
Exchange Act Rule 21F-9(b), 17 C.F.R. § 240.21F-9(b). 
31 
Rule 21F-9(e) applies to award applications pending as of the effective date of the amended rules and 
therefore applies to these applications. 
Exchange Act Rel. No. 80596 at 6 n.9. 
9 
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Claimant 2 requests that we use our discretionary authority under Exchange Act Rule 
21F-8(a) to excuse his/her failure to submit information directly to the Commission as required 
by Rule 21F-2 as well as his/her failure to do so on Form TCR or through the TCR System’s 
online portal as required by Rule 21F-9.
33 
In support of this relief, Claimant 2 asserts that he/she 
provided invaluable assistance to the Commission in its investigation by the information 
contained in the report. 
Under Rule 21F-8(a), “the Commission may, in its sole discretion, waive any of [the] 
procedures [for submitting information or making a claim for an award] based upon a showing of 
extraordinary circumstances.”  In determining whether a claimant has demonstrated 
extraordinary circumstances for purposes of Rule 21F-8(a) to excuse untimely submissions, we 
have previously looked to our decision in In the Matter of the Application of PennMont 
Securities.
34
  There, in determining whether extraordinary circumstances had been shown to 
permit an untimely filing under Commission Rule of Practice 420(b), 17 C.F.R. § 201.420(b), we 
explained that “the ‘extraordinary circumstances’ exception is to be narrowly construed and 
applied only in limited circumstances.”
35 
An extraordinary circumstance is one “where the 
reason for the failure timely to file was beyond the control of the applicant that causes the 
delay.”
36
  Further, “[e]ven when circumstances beyond the applicant’s control give rise to the 
delay, . . . an applicant must also demonstrate that he or she promptly arranged for the filing . . . 
as soon as reasonably practical thereafter.”
37 
The critical question is whether the facts and 
circumstances that gave rise to the procedural deficiency were sufficiently beyond the control of 
the claimant to support an exercise of our discretionary authority under Rule 21F-8(a) to excuse 
the untimeliness. 
We find that Claimant 2 has not established the existence of any “extraordinary 
circumstances” that prevented Claimant 2 from complying with Rules 21F-2 and 21F-9.  Indeed, 
Claimant 2 has not proffered any reason for his/her failure to submit his/her information to the 
Commission.  Accordingly, Claimant 2 has not demonstrated “extraordinary circumstances” so 
as to trigger our discretionary authority under Rule 21F-8(a) to waive Claimant 2’s 
noncompliance with Rules 21F-2 and 21F-9.  
33 
Exchange Act Rule 21F-8(a), 17 C.F.R. § 240.21F-8(a). 
34 
Exchange Act Release No. 61967 (Apr. 23, 2010), aff'd PennMont Sec. v. SEC, 414 F. App'x 465 (3d Cir. 
2011). 
35 
Id. at 8-9. 
36 
Id.; see also Whistleblower Award Proceeding File No. 2018-2, Exchange Act Rel. No. 82181 (Nov. 30, 
2017) at 9 (rejecting claimants’ request that it use its discretionary authority to excuse their untimely TCR 
submission); Whistleblower Award Proceeding File No. 2019-3, Exchange Act Rel. No. 85273 (Mar. 8, 2019) 
(finding that claimants did not demonstrate the existence of “extraordinary circumstances” necessary to trigger the 
Commission’s discretion to waive their failure to file their whistleblower award claims by the deadline); 
Whistleblower Award Proceeding File No. 2020-20 Exchange Act Rel. No. 89002 (June 4, 2020) at 5 (same); 
Whistleblower Award Proceeding File No. 2020-39, Exchange Act Rel. No. 90059 (Sept. 30, 2020) at 8 (same). 
37 
Id. 
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We further decline to exercise our discretionary exemptive authority under Exchange Act 
Section 36(a) to excuse Claimant 2’s failure to submit information directly to the Commission as 
required by Rule 21F-2 as well as his/her failure to do so on Form TCR or through the TCR 
System’s online portal as required by Rule 21F-9.  In contrast to Claimant 1, Claimant 2 did not 
submit any information concerning the Company to the Commission at any point prior to the 
settled proceeding or even prior to Claimant 2’s award application on Form 
WB-APP.  The definition of “whistleblower” enacted by Congress in Exchange Act Section 
21F(a)(6) requires that an individual provide information “to the Commission” to qualify as a 
Redacted
whistleblower, and the Supreme Court has described this definitional requirement as “clear and 
conclusive.”
38
  We have never before granted an exemption from this requirement, and we 
decline Claimant 2’s invitation to do so now.
39
In rejecting Claimant 2’s award claim, we do not intend to diminish Claimant 2’s role in 
investigating the Company and in publicly exposing the wrongdoing at the Company through 
writing and publishing the online report.  Nor do we wish to discourage others from undertaking 
similar efforts.  However, our whistleblower program is designed “to motivate those with inside 
or special knowledge to come forward and assist the Government to identify and prosecute 
persons who have violated securities laws and recover money for victims of financial fraud.”
40
To that end, Section 21F and our whistleblower rules unambiguously require individuals to 
provide their original information directly to the Commission and in the manner prescribed by 
the rules, if they wish to pursue a whistleblower award.  
IV.Conclusion
It is hereby ORDERED that Claimant 1 receive an award of 
Redacted
percent ( 
***
) of 
the monetary sanctions collected or to be collected in the Covered Action. It is further ordered 
that Claimant 2’s whistleblower award claim be, and hereby is, denied. 
By the Commission. 
Vanessa A. Countryman 
Secretary 
38 
Digital Realty Trust, Inc. v. Somers, 138 S. Ct. 767, 781-82 (2018). 
39 
Since we find that Claimant 2 did not submit his/her information to the Commission and thus did not 
provide original information in the manner prescribed under the whistleblower rules, we do not address Claimant 2’s 
other objections to the Preliminary Determination. 
40 
S. Rep. No. 111-176, at 110-12 (emphasis added).
11 

UNITED STATES OF AMERICA 
before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 94398 / March 11, 2022 

WHISTLEBLOWER AWARD PROCEEDING 
File No. 2022-38 

In the Matter of the Claims for an Award 

in connection with 

Notice of Covered Action 

Redacted

Redacted

Redacted

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

The Claims Review Staff (“CRS”) has recommended the denial of claims for a 
Redacted Redactedwhistleblower award submitted by (“Claimant 1”) and (“Claimant 

2”) in connection with the above-referenced Covered Action (the “Covered Action”).1

percent ( ) of the collected monetary sanctions in the Covered Action.  We concur, 

After considering the administrative record, we choose to depart from the CRS’s 

***
recommendation and award Claimant 1 an award of about $14 million, which is equal to 

***

Redacted

however, with the CRS’s recommendation that Claimant 2’s award claim should be denied.  

I. Background

On , the Commission filed a settled proceeding 
charging (the “Company”), and its 

(“CEO”), with negligently failing to 

Redacted Redacted

Redacted Redacted

Redacted Redacted

Redacted

Redacted

The Preliminary Determination also recommended denying an award to two other claimants who had 
jointly filed award claims.  Those determinations were not contested and, thus, the CRS’s preliminary determination 
to deny that award application became final pursuant to Rule 21F-10(f) under the Securities Exchange Act of 1934 
(“Exchange Act”). 

1 

1 



  
  

  

  
 

  
 

 
  

     
 

     
  

  

 
 

 
 

    

  
   

  

    
   

  
  

   
  

   
     

     
     

      

2 

. Without admitting or denying the findings against them, the Company and its CEO 

Redacted

***

consented to the entry of the Commission’s order that, among other remedies, required the 
Company to pay and the CEO to pay 

. 

Redacted Redacted

Redacted

Redacted

On Redacted , the Commission’s Office of the Whistleblower (“OWB”) posted 
the Notice for the Covered Action.  Claimant 1 and Claimant 2 filed timely whistleblower award 
applications. 

Claimant 1 stated in his/her award application that he/she had published an online report 
Redactedexposing the fraud committed by the Company and the CEO in , and that this 

report, along with the subsequent assistance he/she provided to the Commission’s investigative 
staff caused the Commission to discover the existence of the fraud and contributed to the success 
of the Covered Action.  Claimant 1 contended that he/she satisfied the requirement of reporting 

Redacted
this information to the Commission by “properly execut[ing] and fil[ing] [his/her] Form TCR on 

,” which was more than four years after Claimant 1 had released the report 
about the Company and two months after OWB posted the Notice of Covered Action for this 
matter.2

Claimant 2, in contrast to Claimant 1, did not submit a tip to the Commission.  Rather, 

Redacted
Claimant 2 stated that he/she “was a principal author of [a] report . . . released publicly on 

. . . [containing] information and analysis [that] became the cornerstone of the 
Commission’s case” in the Covered Action.  This is the same online report that Claimant 1 
published, as discussed above.3

II. Preliminary Determination and Responses

The CRS preliminarily determined to deny both Claimants’ award applications.  The

Redacted

CRS cited three reasons for denying Claimant 1’s award claim: (1) Claimant 1 was not a 
Redactedwhistleblower within the meaning of Rule 21F-2(a) under the Exchange Act prior to 

– the date on which Claimant 1 first submitted a Form TCR pursuant to Exchange Act

Claimant 1 argued that, even if his/her TCR was late-filed, the Commission should waive the requirement 
because “extraordinary circumstances in [Claimant 1]’s case justify a waiver of any Form TCR filing deadline,” in 

all of the information requested on a Form TCR.” 

this case in light of the fact that Claimant 1 “had a long history of detecting possible securities violations, 
independently investigating them, , answering questions, producing 
documents and providing other assistance to the Staff” and because [Claimant 1’s] “public report contained virtually 

Redacted

***
The report was published under the name Redacted by an entity called Redacted

The report does not specify the name(s) of its author(s). Both Claimants, however,
Redacted

 stated that they took part 
in preparing the report. The report lists Claimant 1 as the entity’s There is no evidence 
contradicting either Claimant’s assertion of having participated in the writing of the report and we, therefore, credit 
both as having been authors of the report. 

2 

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Rule 21F-9(a);4 (2) Claimant 1 did not provide original information to the Commission on a 
voluntary basis, as required by Rule 21F-4(a), because any information that Claimant 1 provided 
to the Commission was submitted after Claimant 1 received a request from Commission staff 
that related to the subject matter of Claimant 1’s submission;5 and (3) Claimant 1’s information 
did not lead to the success of the Covered Action within the meaning of Exchange Act Section 
21F(b)(1) and Rules 21F-3(a) and 21F-4(c) thereunder.6 

The CRS cited two reasons for denying Claimant 2’s award claim: (1) Claimant 2 was 
not a “whistleblower” under Exchange Act Rule 21F-2(a) because Claimant 2 did not provide the 
Commission with information relating to a possible securities law violation pursuant to the 
procedures set forth in Exchange Act Rule 21F-9; and (2) Claimant 2’s information did not lead 
to the success of the Covered Action within the meaning of Exchange Act Section 21F(b)(1) and 
Rules 21F-3(a) and 21F-4(c) thereunder. 

Both Claimants submitted timely written requests for reconsideration.  Addressing the 
CRS’s first ground for denying Claimant 1’s award application, Claimant 1 argues that 
“[n]othing in the Commission’s Rules required [Claimant 1] to provide [his/her] original 
information first through a Form TCR”7 and that “even if the Commission concludes that 
[Claimant 1] did not comply with certain technical requirements, it erred in refusing to waive 
them.” Claimant 1 notes that he/she did ultimately submit a Form TCR containing his/her 
allegations about the Company and that it is immaterial under the rules when he/she submitted 
the Form TCR.8 Indeed, Claimant 1 contends the whistleblower rules expressly contemplate that 
a person could be eligible for an award even if the information in the person’s Form TCR was 
already known to the staff when the person submitted it to the Commission “as long as the 
person was

Redacted
 ‘the original source of the information,’” which Claimant 1 was as the author of a 

 online report the staff relied upon in opening its investigation.  Claimant 1 
further contends that the CRS erred in finding that he/she submitted his/her information to the 
Commission only after receiving a request from Commission staff that related to the subject 

4 See Exchange Act Rule 21F-2(a), 17 C.F.R. § 240.21F-2(a); Exchange Act Rule 21F-9(a), 17 C.F.R. § 
240.21F-9(a). 
5 See Exchange Act Rule 21F-4(a), 17 C.F.R. § 240.21F-4(a). 
6 See Section 21F(b)(1) of the Exchange Act, 15 U.S.C. § 78u-6(b)(1); Exchange Act Rule 21F-3(a), 17 
C.F.R. § 240.21F-3(a). 
7 Claimant 1 emphasizes that there was no requirement under the whistleblower rules at the time he/she 
submitted his/her Form TCR that required an individual to provide his or her original information first through a 
Form TCR and that this requirement was only proposed for the first time when the Commission issued its proposal 
to amend the whistleblower rules in 2018. Further, Claimant 1 notes that, in its release proposing the rule 
amendments, the Commission needed, in the Commission’s words, to “‘clarify” that “the first time an individual 
provides information to the Commission that the individual will rely upon as a basis for claiming an award, the 
individual must provide that information in accordance with the procedures specified in Rules 21F-9(a) and (b).” 

Claimant 1 does not argue that the Redacted Form TCR contained any new information that 
significantly contributed to the success of the Covered Action, as the Form TCR was submitted after the posting of 
the Notice for this Covered Action. 

3 

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matter of Claimant 1’s submission.  Claimant 1 maintains that he/she, in fact, emailed an 
attorney in the Commission’s Division of Enforcement (the “First Enforcement Attorney”) with 
his/her allegations just three days after the online report was published and before the staff 
reached out to him/her to request the information.9  Claimant 1 further notes that his/her attorney 
followed-up with the First Enforcement Attorney just a few weeks later, and that the First 
Enforcement Attorney asked that Claimant 1 send him data supporting the allegations. Before 
Claimant 1 was able to transmit his/her supporting information to the First Enforcement 
Attorney, he/she was contacted by a different Enforcement attorney, who had read the online 

Redactedreport, on , and subsequently sent the materials to that attorney.  This second 
Enforcement attorney was, in fact, one of the attorneys assigned to the Enforcement team that 
was investigating the Company and later recommended the Commission bring the enforcement 
action (the “Enforcement Investigative Attorney”).  Claimant 1 argues that his/her information 
did lead to the success of the Covered Action because the online report caused the opening of the 
investigation and he/she provided this information to the Commission on “multiple” occasions.10 

Finally, Claimant 1 contends that, even if he/she failed to comply with certain procedural 
requirements, the Commission should exercise its discretion under Rule 21F-8(a) to excuse 
Claimant 1 from these requirements because Claimant 1 “provided the type of extraordinary 
assistance that the [whistleblower] program was designed to reward.” 

Claimant 2 asserts in his/her reconsideration request that the information and analysis in 
the online report was “the cornerstone” of the Commission’s case in the Covered Action.  
Claimant 2 does not dispute that he/she did not file a Form TCR as required by Rule 21F-9; 
rather Claimant 2 contends that the Commission was “directly notified” of his/her online report 
via “1) iContact email push notification, 2) tweets from [Claimant 2’s] account, [and] 3) 
significant media coverage of the [r]eport.”  Claimant 2 further argues that the Commission 
should exercise its discretionary authority under Rule 21F-8(a) to excuse any procedural 
omissions Claimant 2 may have committed in this matter. 

The CRS rejected both Claimants’ contentions and reaffirmed its initial recommendation 
that both Claimants’ award claims be denied.  

9 The Enforcement Investigative Attorney stated in a supplemental declaration that he did not recall Claimant 
1 mentioning any prior contacts he/she had had with Commission staff regarding the Company.  Further, Claimant 1 

Redacteddid not mention this correspondence with the First Enforcement Attorney in either his/her Form 
TCR or in his/her award application. 

10 Claimant 1 states that he/she “gave” his/her report about the Company to the Commission “multiple times” 
– “when [he/she] emailed the report to [a Commission staff attorney] and to a listserve that [he/she] believed 
included SEC staffers, and when [he/she] released it online knowing it would reach the Commission . . . [and] when 
[he/she] submitted the report along with [his/her] Form TCR.” 

4 

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III. Analysis 

To qualify for a whistleblower award under Section 21F of the Exchange Act, an 
individual must voluntarily provide the Commission with original information that leads to the 
successful enforcement of a covered action.11 

A. Claimant 1 

Claimant 1 emailed a copy of his/her report to the First Enforcement Attorney, who, as 
Redactednoted, was not a member of the Covered Action investigative team, in , just three 

days after the report was released online and a month before the Commission opened its 
investigation of the Company.  

Redacted
Claimant 1 did not, however, submit a Form TCR until four years 

Redactedlater, in , which was months after the Covered Action had 
concluded.  The requirement of submitting a tip in the prescribed manner on Form TCR or 
through the Commission’s TCR System12 is not a mere formality but, rather, is critical to the 
trackability, management, and reliability of tips. The programmatic purposes of requiring 
whistleblowers to submit their information on Form TCR or through the online TCR portal 
include:  allowing the Commission to promptly determine whether an individual who submits 
information is subject to heightened whistleblower confidentiality protections; helping the staff 
efficiently process the information and other documentation provided by the individual and 
assess its potential credibility; and assisting the Commission in eventually evaluating the 
individual’s potential entitlement to an award.13 Also, by submitting a tip on Form TCR, the 
submitter declares under penalty of perjury that the information is true and correct to the best of 
the submitter’s knowledge and belief.  A tip that bypasses the TCR System may not contain the 
sworn declaration under penalty of perjury as to the veracity of the information.  The fact that 

11 Exchange Act Section 21F(b)(1), 15 U.S.C. § 78u-6(b)(1). 

12 The TCR System (short for “Tips, Complaints, and Referrals System”) is the Commission’s electronic 
database which records and stores information received from whistleblowers and others about potential securities 
law violations and records staff action taken with regard to tips, complaints, and referrals (“TCRs”) entered into the 
system. 

13 As the Commission explained in its release adopting the rule amendments, “compliance with Rule 21F-9(a) 
is required in other contexts because it allows precise and reliable tracking of information for determining award 
eligibility as well as for helping clarify which submitters should receive heightened confidential treatment.” 
Whistleblower Program Rules, Exchange Act Rel. No. 89963 (Sept. 23, 2020) (“Adopting Amendments Release”) at 
73. The Commission further observed that “the TCR requirement allows the Commission to manage and track the 
thousands of tips that it receives annually and to connect tips to each other so as to make better use of the 
information provided.” Id. at 99 (internal quotations omitted). See also Proposed Amendments to the 
Whistleblower Rules, Exchange Act Rel. No. 83577 (June 28, 2018) (“Proposed Amendments”) at 67 (“In our 
experience to date in the awards context, compliance with existing Rule 21F-9(a) has proven to be beneficial for 
enabling the Commission to determine, in a precise and reliable manner, which persons submitted which 
information on which dates.”) and at 83 (noting that the TCR submission requirement “advances many 
programmatic purposes . . . include[ing] allowing the Commission to promptly determine whether an individual who 
submits information is subject to heightened whistleblower confidentiality protections; helping the staff efficiently 
process the information and other documentation provided by the individual and assess its potential credibility; and 
assisting the Commission in eventually evaluating the individual’s potential entitlement to an award”). 

5 

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Claimant 1 ultimately submitted a Form TCR years after the online report and Claimant 1’s 
email to the First Enforcement Attorney does not serve the programmatic goals of ensuring that 
information is properly tracked, reviewed and assessed. 

In 2020, the Commission adopted a limited exception to the Rule 21F-9(a) and (b) TCR 
filing requirement.14 New Rule 21F-9(e) clarifies that claimants must comply with the 
procedures for submitting information described in Rules 21F-9(a) and (b) within 30 days of 
providing the Commission with the original information to be relied upon as a basis for claiming 
an award. In addition, it provides for an automatic waiver of the TCR filing requirement where a 
claimant can show that he or she complied with the submission requirements of the rule within 
30 days of “first obtaining actual or constructive notice about those requirements (or 30 days 
from the date you retain counsel to represent you in connection with your submission of original 
information, whichever occurs first);” and “[t]he Commission can readily develop an 
administrative record that unambiguously demonstrates that you would otherwise qualify for an 
award.”15 Claimant 1 is not eligible for the automatic waiver under Rule 21F-9(e) because 
he/she was represented by counsel when he/she sent the email to the First Enforcement Attorney

 and did not submit a Form TCR within 30 days thereafter. in Redacted

Nevertheless, we have determined that it would be in the public interest and consistent 
with the protection of investors for the Commission to exercise our discretionary authority under 
Section 36(a) of the Exchange Act16 to waive the TCR filing requirements of Rules 21F-9(a) and 
(b) in light of the unusual facts and circumstances present here.  Specifically, Claimant 1: (1) 
emailed a copy of his/her online report to the First Enforcement Attorney just three days after 
posting it on the Internet and Claimant 1’s attorney followed-up with the First Enforcement 
Attorney a few weeks later; (2) the information in Claimant 1’s online report was credible and of 
high quality and caused Enforcement staff to open an investigation that ultimately resulted in the 
successful Covered Action and returned millions of dollars to harmed investors; (3) Claimant 1 

Redactedsubmitted his/her tip just after the whistleblower rules went into effect, when the 
filing requirements were still unfamiliar to many individuals; and (4) the Enforcement 
Investigative Attorney provided warnings to Claimant 1 that there could be criminal penalties for 
providing false information to the Enforcement staff.17 

14 Adopting Amendments Release at 94-102. 

15 While claimants like Claimant 1, who have counsel are deemed to have constructive notice of the TCR 
filing requirements, and as such, are not entitled to the automatic waiver allowed by new Rule 21F-9(e), we noted 
that we will continue to review and assess the appropriateness of using our discretionary Section 36(a) exemptive 
authority where a claimant is represented by counsel but fails to meet the Form TCR filing requirements. For the 
reasons discussed herein, we find that the present facts and circumstances warrant the exercise of our Section 36(a) 
exemptive authority so as to find Claimant 1 eligible for an award. 

16 Section 36(a) of the Exchange Act provides the Commission with broad authority to exempt any person 
from any provision of the Exchange Act or any rule or regulation thereunder to the extent that such exemption is (i) 
“necessary or appropriate in the public interest” and (ii) “is consistent with the protection of investors.” 

17 We note, in this regard, that we have exercised our Section 36(a) exemptive authority in other cases where 
a whistleblower represented by counsel filed a Form TCR years after first providing information to the Commission. 
See, e.g., Order Determining Whistleblower Award Claim, Exchange Act Rel. No. 90721 (Dec. 18, 2020) (claimant 

6 

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that 
. This 

Redacted

Redacted

The record demonstrates that Claimant 1 voluntarily provided original information to the 
Commission that led to the successful enforcement of the Covered Action.18 Claimant 1 
voluntarily provided the First Enforcement Attorney with a copy of the report three days after 
posting it on the Internet and before receiving any request from the Commission.  While the 
investigation was opened as a result of the Enforcement Investigative Attorney discovering the 
report through his own Internet search, and not as a result of receiving Claimant 1’s submission 
to the First Enforcement Attorney, Claimant 1 was an original source of the report.19  The 
investigation was opened based on the information in the report, which contained analysis 
derived from a large number of publicly-available and non-public sources,20 and which alleged 

allegation ended up being the basis of the charges that the Commission ultimately brought 
against the Company and its CEO.  We thus conclude that Claimant 1 provided information that 
led to the successful enforcement of the Covered Action by providing the Commission with 
original information that was sufficiently specific, credible, and timely to cause the staff to open 
its investigation and that the Commission brought the Covered Action based on conduct that was 
the subject of Claimant 1’s information.      

Applying the award criteria in Rule 21F-6 of the Securities Exchange Act of 1934 to the 
***specific facts and circumstances here, we have determined to grant Claimant 1 an award of 

of the monetary sanctions collected in the Covered Action.21 In reaching this determination, we 
positively assessed the following facts: (i) Claimant 1, an outsider of the Company, was 
expeditious in reporting the information to the Commission; (ii) Claimant’s information was 

filed a Form TCR nearly two years after first providing information to the Commission); Order Determining 
Whistleblower Award Claims, Exchange Act Rel. No. 90580 (Dec. 7, 2020) (claimant’s counsel filed a Form TCR 
two and a half years after claimant had first provided information to the Commission, when the investigation was 
nearly complete). 

18 See Exchange Act Section 21F(b)(1), 15 U.S.C. § 78u-6(b)(1); Exchange Act Rule 21F-3(a), 17 C.F.R. § 
240.21F-3(a). 

19 Exchange Act Rule 21F-4(b)(5), 17 C.F.R. § 240.21F-4(b)(5), provides that “[t]he Commission will 
consider you to be an original source of the same information that we obtain from another source if the information 
satisfies the definition of original information and the other source obtained the information from you or your 
representative.” 

20 According to the report, it was put together with the assistance of 
” and involved “ 

as well as the “ 
.” 

Redacted Redacted

Redacted Redacted

Redacted

Redacted Redacted

***

In assessing the appropriate award amount, Exchange Act Rule 21F-6 provides that the Commission 
consider: (1) the significance of information provided to the Commission; (2) the assistance provided in the 
Commission action; (3) law enforcement interest in deterring violations by granting awards; (4) participation in 
internal compliance systems; (5) culpability; (6) unreasonable reporting delay; and (7) interference with internal 
compliance and reporting systems.  17 C.F.R. § 240.21F-6. 

7 

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analysis, as summarized in Claimant 1’s online report, investigative staff independently obtained 
key evidence on the  and  underpinning the violations 
from other sources.22  Thus, although Claimant 1 was responsive to the staff’s requests for 
additional information, Claimant 1 was not in a position to provide continuing helpful 
information and assistance during the investigation.   

Redacted Redacted

significant as it alerted the staff to the ongoing securities violations; (iii) Claimant’s prompt 
reporting to the Commission allowed the Commission to stop an ongoing fraud and ultimately to 
return millions of dollars to harmed investors; and (iv) the charges brought by the Commission 
bear a close nexus to the information provided by Claimant.   

While the investigation was opened based in large part on Claimant 1’s research and 

B. Claimant 2 

Section 21F of the Exchange Act defines the term “whistleblower” to include “any 
individual who provides . . . information relating to a violation of the securities laws to the 
Commission, in a manner established, by rule or regulation, by the Commission.23 It also directs 
that “[n]o award under subsection (b) shall be made . . . to any whistleblower who fails to submit 
information to the Commission in such form as the Commission may, by rule, require.”24 

Exchange Act Rule 21F-2(a)(2), applicable at the time of the Claimants’ award applications, but 
since amended, stated, “To be eligible for an award, you must submit original information in 
accordance with the procedures and conditions described in §§ 240.21F-4, 240.21F-8, and 
240.21F-9 of this chapter.”25  As we previously observed, “[t]he plain language of Section 21F 
and of our whistleblower rules . . . requires that information be ‘provided’ and ‘submitted’ 
directly to the Commission in order to support an award—and makes no allowance for the online 
publication of information that, by happenstance, indirectly makes its way into the hands of 
Commission staff.”26  Even if an individual was the original source of a report that the 
Commission staff discovered during an online search, in order to be eligible for an award, the 
individual would still need to demonstrate that he or she provided the report to the Commission 
in the form and manner required.27 

22 Specifically, the documents that were critical to investigating and building the case included the 
Company’s 

.  In addition, obtained by the staff from established 
.  None of these materials came 

from Claimant 1. 

Redacted

Redacted Redacted Redacted

Redacted

23 Exchange Act Section 21F(a)(6), 15 U.S.C. § 78u-6(a)(6) (emphasis added). 
24 Exchange Act Section 21F(c)(2)(D), 15 U.S.C. § 78u-6(c)(2)(D) (emphasis added). 
25 Exchange Act Rule 21F-2(a)(2), 17 C.F.R. § 240.21F-2(a)(2) (emphasis added). 
26 Whistleblower Award Proceeding File No. 2018-7, Exchange Act Rel. No. 82955 (March 27, 2018) at 5; 
Whistleblower Award Proceeding File No. 2021-40, Exchange Act Rel No 91584 (April 16, 2021) at 4 (same). 

See Securities Whistleblower Incentives and Protections, 76 Fed. Reg. at 34,321 n.187 (original source of 
information “must still satisfy all of the other requirements of Section 21F and of [the whistleblower] rules, 
including that the information was submitted voluntarily, it led to a successful Commission enforcement action or 

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For an individual to qualify for an award based on information that he or she provides, 
“our whistleblower rules require that the individual must provide his or her tip directly to the 
Commission and he or she must do so in accordance with the requirements of Exchange Act 
Rule 21F-9.”28  Rule 21F-9 generally requires that tips provided to the Commission before the 
effective date of the whistleblower rules (i.e., August 12, 2011) must be provided in writing; and 
for tips submitted on or after the effective date, the tip must be submitted through the 
Commission’s online portal or on Commission Form TCR.29  Further, the whistleblower “must 
declare under penalty of perjury at the time [he or she] submits [the] information . . .  that [the] 
information is true and correct to the best of [the whistleblower’s] knowledge and belief.”30 

Rule 21F-9(e) clarifies that if an individual fails to follow the submission procedures specified in 
this rule, then the individual “will be deemed ineligible for an award in connection with that 
information (even if [the individual] later resubmit[s] that information in accordance with [the 
provisions of the rule]).”31 We have explained that “[i]f the Commission receives an 
individual’s information in another manner or through another source . . . , the individual will 
generally not be able to recover an award for that information [and that] failure to submit 
information to the Commission in accordance with the whistleblower rules discussed above 
means that the individual will generally not qualify as a ‘whistleblower’ (as defined in Exchange 
Act Rule 21F-2(a)) with respect to the information the Commission received and used.”32 

Claimant 2 does not dispute that he/she failed to submit his/her information to the 
Commission in accordance with the procedures set out in Rule 21F-9.  Rather, Claimant 2 asserts 
that the dissemination of the information in the online report through “iContact email push 
notification,” social media postings and “significant media coverage” was sufficient to constitute 
providing the information to the Commission. Regardless of whether these means could qualify 
as submissions to the Commission, Claimant 2 does not assert that he/she was the author or 
sender of these emails and postings and thus Claimant 2 has failed to show that he/she provided 
his/her information directly to the Commission.  Accordingly, Claimant 2 does not qualify as a 
whistleblower under Exchange Act Section 21F(a)(6) and Rule 21F-2(a) and therefore is 
ineligible to receive an award. 

related action, and [the claimant] is not ineligible for an award”). See also supra Exchange Act Rel. 82955 at 5 
(“even an individual who qualifies as the original source of information that the Commission receives indirectly 
must also provide that same information directly to the Commission in order to qualify for an award [footnotes 
omitted].”). 
28 Whistleblower Award Proceeding File No. 2017-10, Exchange Act Rel. No. 80596 (May 4, 2017) at 6 n.9. 

29 Exchange Act Rule 21F-9(a), 17 C.F.R. § 240.21F-9(a). 

30 Exchange Act Rule 21F-9(b), 17 C.F.R. § 240.21F-9(b). 

31 Rule 21F-9(e) applies to award applications pending as of the effective date of the amended rules and 
therefore applies to these applications. 

Exchange Act Rel. No. 80596 at 6 n.9. 

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Claimant 2 requests that we use our discretionary authority under Exchange Act Rule 
21F-8(a) to excuse his/her failure to submit information directly to the Commission as required 
by Rule 21F-2 as well as his/her failure to do so on Form TCR or through the TCR System’s 
online portal as required by Rule 21F-9.33 In support of this relief, Claimant 2 asserts that he/she 
provided invaluable assistance to the Commission in its investigation by the information 
contained in the report. 

Under Rule 21F-8(a), “the Commission may, in its sole discretion, waive any of [the] 
procedures [for submitting information or making a claim for an award] based upon a showing of 
extraordinary circumstances.” In determining whether a claimant has demonstrated 
extraordinary circumstances for purposes of Rule 21F-8(a) to excuse untimely submissions, we 
have previously looked to our decision in In the Matter of the Application of PennMont 
Securities.34  There, in determining whether extraordinary circumstances had been shown to 
permit an untimely filing under Commission Rule of Practice 420(b), 17 C.F.R. § 201.420(b), we 
explained that “the ‘extraordinary circumstances’ exception is to be narrowly construed and 
applied only in limited circumstances.”35 An extraordinary circumstance is one “where the 
reason for the failure timely to file was beyond the control of the applicant that causes the 
delay.”36  Further, “[e]ven when circumstances beyond the applicant’s control give rise to the 
delay, . . . an applicant must also demonstrate that he or she promptly arranged for the filing . . . 
as soon as reasonably practical thereafter.”37 The critical question is whether the facts and 
circumstances that gave rise to the procedural deficiency were sufficiently beyond the control of 
the claimant to support an exercise of our discretionary authority under Rule 21F-8(a) to excuse 
the untimeliness. 

We find that Claimant 2 has not established the existence of any “extraordinary 
circumstances” that prevented Claimant 2 from complying with Rules 21F-2 and 21F-9.  Indeed, 
Claimant 2 has not proffered any reason for his/her failure to submit his/her information to the 
Commission.  Accordingly, Claimant 2 has not demonstrated “extraordinary circumstances” so 
as to trigger our discretionary authority under Rule 21F-8(a) to waive Claimant 2’s 
noncompliance with Rules 21F-2 and 21F-9.  

33 Exchange Act Rule 21F-8(a), 17 C.F.R. § 240.21F-8(a). 

34 Exchange Act Release No. 61967 (Apr. 23, 2010), aff'd PennMont Sec. v. SEC, 414 F. App'x 465 (3d Cir. 
2011). 

35 Id. at 8-9. 

36 Id.; see also Whistleblower Award Proceeding File No. 2018-2, Exchange Act Rel. No. 82181 (Nov. 30, 
2017) at 9 (rejecting claimants’ request that it use its discretionary authority to excuse their untimely TCR 
submission); Whistleblower Award Proceeding File No. 2019-3, Exchange Act Rel. No. 85273 (Mar. 8, 2019) 
(finding that claimants did not demonstrate the existence of “extraordinary circumstances” necessary to trigger the 
Commission’s discretion to waive their failure to file their whistleblower award claims by the deadline); 
Whistleblower Award Proceeding File No. 2020-20 Exchange Act Rel. No. 89002 (June 4, 2020) at 5 (same); 
Whistleblower Award Proceeding File No. 2020-39, Exchange Act Rel. No. 90059 (Sept. 30, 2020) at 8 (same). 

37 Id. 

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We further decline to exercise our discretionary exemptive authority under Exchange Act 
Section 36(a) to excuse Claimant 2’s failure to submit information directly to the Commission as 
required by Rule 21F-2 as well as his/her failure to do so on Form TCR or through the TCR 
System’s online portal as required by Rule 21F-9.  In contrast to Claimant 1, Claimant 2 did not 
submit any information concerning the Company to the Commission at any point prior to the 
settled proceeding or even prior to Claimant 2’s award application on Form 
WB-APP.  The definition of “whistleblower” enacted by Congress in Exchange Act Section 
21F(a)(6) requires that an individual provide information “to the Commission” to qualify as a 

Redacted

whistleblower, and the Supreme Court has described this definitional requirement as “clear and 
conclusive.”38  We have never before granted an exemption from this requirement, and we 
decline Claimant 2’s invitation to do so now.39

In rejecting Claimant 2’s award claim, we do not intend to diminish Claimant 2’s role in 
investigating the Company and in publicly exposing the wrongdoing at the Company through 
writing and publishing the online report.  Nor do we wish to discourage others from undertaking 
similar efforts.  However, our whistleblower program is designed “to motivate those with inside 
or special knowledge to come forward and assist the Government to identify and prosecute 
persons who have violated securities laws and recover money for victims of financial fraud.”40

To that end, Section 21F and our whistleblower rules unambiguously require individuals to 
provide their original information directly to the Commission and in the manner prescribed by 
the rules, if they wish to pursue a whistleblower award.  

IV. Conclusion

It is hereby ORDERED that Claimant 1 receive an award of Redacted percent ( *** ) of 
the monetary sanctions collected or to be collected in the Covered Action. It is further ordered 
that Claimant 2’s whistleblower award claim be, and hereby is, denied. 

By the Commission. 

Vanessa A. Countryman 
Secretary 

38 Digital Realty Trust, Inc. v. Somers, 138 S. Ct. 767, 781-82 (2018). 

39 Since we find that Claimant 2 did not submit his/her information to the Commission and thus did not 
provide original information in the manner prescribed under the whistleblower rules, we do not address Claimant 2’s 
other objections to the Preliminary Determination. 

40 S. Rep. No. 111-176, at 110-12 (emphasis added).

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