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SEC Charges Investor with Beneficial Ownership Reporting Violations

March 9, 2023

ADMINISTRATIVE PROCEEDING
File No. 3- 21337

March 9, 2023 - The Securities and Exchange Commission today charged Switzerland-based investor Ralph Bartel for failing to disclose his increasing stake in shares of NASDAQ-listed Wilhelmina International, Inc. ("WHLM"). Bartel acquired the WHLM shares through purchases in both his name and that of an entity that he indirectly beneficially owns, Azzurro Capital LLC ("Azzurro").

According to the SEC's order, Bartel was obligated to publicly disclose his shareholdings in WHLM no later than July 2014, when his and Azzurro's aggregate holdings exceeded 5% of WHLM's outstanding common stock. Nevertheless, the SEC's order finds that Bartel did not disclose any WHLM shareholdings until December 2016, more than two years after he was first required to do so. The order further finds that beginning in May 2017, Bartel was obligated to file beneficial ownership reports because his and Azzurro's combined WHLM holdings exceeded 10% of all outstanding shares. However, according to the order, Bartel failed to report Azzurro's purchase of WHLM shares on twenty-six trading days between June 5, 2017 and August 21, 2017.

The SEC's order charges Bartel with violations of the disclosure provisions of the federal securities laws applying to owners of greater-than-5% and greater-than-10% of a company's outstanding stock, including Sections 13(d)(1), 13(g)(1), and 16(a) of the Exchange Act and Rules 13d-1(a) and (d), and 16a-3 thereunder. Without admitting or denying the findings, Bartel agreed to cease and desist from future violations. Bartel further agreed to pay a penalty of $100,000.

The SEC's investigation was conducted by Benjamin Brutlag and Christopher Mathews with assistance from Kenneth Donnelly, Nicholas Panos in the Division of Corporation Finance, Robert Nesbitt in the Office of Investigative and Market Analytics, and Eric Ribelin in the Office of Market Intelligence, and was supervised by J. Lee Buck II and Melissa Hodgman. The SEC appreciates the assistance of the Swiss Financial Market Supervisory Authority.

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