23 entities and individuals have settled charges by the Securities and Exchange Commission involving late filings, reports Investment News.
The firms, including Goldman Sachs and Google’s parent Alphabet, were penalized over failures to timely report information about their holdings and transactions in public company stock. Two public companies were also charged for contributing to filing failures by their officers and directors and failing to report their insiders’ filing delinquencies as required.
The charges stem from certain reports and forms that are required by the SEC. Schedules 13D and 13G provide information about the holdings and intentions of investors who beneficially own more than five percent of any registered voting class of public company stock. Forms 3, 4, and 5 are reports used to provide information about public company stock transactions by corporate officers, directors, or certain investors who beneficially own more than 10 percent of the stock. SEC staff used data analytics to identify the charged individuals and entities who filed the reports late.
The entities and individuals who were charged did not admit or deny the findings, but they agreed to cease and desist from committing and causing violations of the charged provisions and to pay civil penalties that amounted to a total of $3.8 million, with Alphabet receiving the largest penalty at $750,000.
“To make informed investment decisions, shareholders rely on, among other things, timely reports about insider holdings and transactions and changes in potential controlling interests,” said Thomas P. Smith, Jr., Associate Regional Director of the SEC’s Division of Enforcement. “Today’s actions are a reminder to large investors that they must commit necessary resources to ensure these reports are filed on time.”
The firms charged in connection with beneficial ownership of publicly traded companies and their respective penalties are:
Sunbeam Management, LLC – $40,000;
TALANTA Investment Group, LLC – $45,000;
Grays Peak Ventures LLC – $65,000;
Stilwell Value LLC – $75,000;
BSC, LP – $75,000;
Bain Capital Credit Member, LLC – $130,000;
FIG LLC, which conducts business under the name Fortress Investment Group – $200,000;
Adage Capital Management, L.P. – $200,000;
Essex Woodlands Management, Inc. – $225,000;
The Goldman Sachs Group, Inc. – $300,000;
Oaktree Capital Management, L.P. – $375,000;
The Bank of Nova Scotia – $375,000; and
Alphabet Inc. – $750,000.
Alphabet was also charged with failing to timely file Forms 13F, reports institutional money managers are required to file regarding certain sizeable securities holdings.
The Individuals charged who were officers, directors, and/or beneficial owners of publicly traded companies, and the civil penalty each will pay, are:
Mitchell P. Rales, of Potomac, Maryland – $10,000;
Scott B. Stevens, of Bedford, New York – $20,000;
Michael Winterhalter, of Dana Point, California – $20,000;
Pedro C. Gonzalez, of St. Petersburg, Florida – $25,000;
Curtis Drew Hodgson, of Addison, Texas – $30,000;
Kenneth E. Shipley, of Levelland, Texas – $30,000;
Peter M. Thomas, of Las Vegas, Nevada – $77,000;
Howard S. Jonas, of Easton, Pennsylvania – $90,000;
David L. Kanen, of Parkland, Florida – $109,000; and
Jack W. Schuler, of Lake Bluff, Illinois – $200,000.
The public companies charged that contributed to filing failures and failed to report delinquencies, and the civil penalty each will pay, are:
Legacy Housing Corporation – $200,000; and
Celsius Holdings, Inc. – $200,000.
The SEC previously charged corporate insiders for failing to timely report transactions and holdings, and several issuers for contributing to their insiders’ failures in September 2023.
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