SEC Charges Longtime Madoff Employee With Creating Fake Trades
The Securities and Exchange Commission today charged a longtime Bernie Madoff employee with fraud for his role in creating fake trades to facilitate the massive Ponzi scheme.
The SEC alleges that David Kugel, who worked at Bernard L. Madoff Investment Securities LLC (BMIS) for nearly four decades, was asked by Madoff to provide the firm’s investment advisory operations with backdated arbitrage trade information to be formulated into fictitious trading on investors’ account statements. Kugel’s own account at BMIS was among those in which backdated trades were entered, and he withdrew nearly $10 million in “profits” from the fictitious trading over several years.
“Kugel helped Madoff maintain the elaborate and enduring facade that his clients were engaged in actual trading when in fact no such trading occurred,” said George S. Canellos, Director of the SEC’s New York Regional Office. “Kugel withdrew millions of dollars of phony profits that he knew weren’t from actual trading activity.”
The SEC previously charged two other longtime Madoff employees Annette Bongiorno and JoAnn Crupi for their roles in producing phony account statements that were sent to Madoff investors. According to the SEC’s complaint against Kugel filed in U.S. District Court for the Southern District of New York, Bongiorno and Crupi and other staff in Madoff’s investment advisory (IA) operations used the information provided by Kugel to formulate fictitious trades to appear on investor account statements.
The SEC alleges that sometime in the early 1970s after Kugel began his career with Madoff as an arbitrage trader in the firm’s proprietary trading business, Madoff informed Kugel that BMIS managed money for outside clients. He asked Kugel to provide the firm’s IA operations with backdated convertible arbitrage trades for inclusion on investor account statements. Some of these trades replicated successful trades that Kugel had actually made for BMIS proprietary trading operations. Other trades were based on historical information that Kugel obtained from old newspapers.
According to the SEC’s complaint, Bongiorno and Crupi regularly asked Kugel for backdated information about trades amounting to millions of dollars. After Kugel provided the information, Crupi and Bongiorno would then design trades that totaled that amount. These fictitious trades were highly profitable on an annualized basis, and appeared on account statements and trade confirmations sent to investors. Kugel, who opened his own BMIS account, received these account statements and trade confirmations as well.
The SEC alleges that Kugel provided backdated trade information for IA accounts, including his own. He withdrew the purported “profits” of these trades even though he knew they weren’t proceeds of actual trading activity. One trade in S&P index options in 2007 earned Kugel a profit of more than $375,000 in just a few weeks. Kugel withdrew almost $10 million from his BMIS IA accounts from 2001 to 2008.
The U.S. Attorney’s Office for the Southern District of New York has filed parallel criminal charges against Kugel, who has pled guilty and also agreed to settle the SEC’s civil charges. Subject to court approval, the civil case will result in a permanent injunction against Kugel, who must forfeit his ill-gotten monetary gains upon entry of a criminal forfeiture order in the criminal case.
The SEC’s complaint against Kugel alleges that by engaging in this conduct, Kugel violated and aided and abetted violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; aided and abetted violations of Sections 204, 206(1) and 206(2) of the Investment Advisers Act of 1940 and Rule 204-2 thereunder, and Sections 15(c) and 17(a) of the Exchange Act and Rules 10b-3 and 17a-3 thereunder.
The SEC’s investigation was conducted by Kristine M. Zaleskas and Aaron P. Arnzen of the New York Regional Office. The Commission thanks the U.S. Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation for its coordination and assistance. The SEC’s investigation is continuing. (Press Rel. 2011-247)
In the Matter of Oliver R. Grace, Jr.
On November 21, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Oliver R. Grace, Jr. (Grace). On November 7, 2011, a final judgment was entered by consent against Grace, permanently enjoining him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, in the civil action entitled SEC v. Drake Asset Management, LLC and Oliver R. Grace, Jr., Civil Action Number 11-01905, in the United States District Court for the District of Columbia. According to the Order, the Commission’s complaint alleges that from 2003 to 2007, Grace employed a scheme to evade the group purchase limits in seven bank mutual-to-stock conversion offerings. The complaint alleges that Grace knowingly or recklessly failed to disclose on stock order forms his association with certain entities, including hedge funds managed by Drake Asset Management, LLC (Drake), an unregistered investment adviser co-owned by Grace, which participated in the conversion offerings alongside Grace. The complaint also alleges that Drake, under Grace oversight and supervision, knowingly or recklessly failed to disclose on the hedge funds’ stock order forms their association with Grace. The complaint further alleges that Grace arranged for his associated entities to use addresses or signatories on order forms that would prevent converting banks from associating those orders with Grace. By failing to disclose these entities, Grace was able to acquire stock that exceeded the conversion offerings’ purchase limits, in violation of offering terms and banking regulations
Based on the above, the Order bars Grace from association with any broker, dealer, investment adviser, municipal securities dealer, municipal adviser, transfer agent, or nationally recognized statistical rating organization, with the right to reapply for reentry after three (3) years to the appropriate self-regulatory organization, or if there is none, to the Commission. Grace consented to the issuance of the Order without admitting or denying the findings in the Order, except he admitted to the entry of the injunction. (Rel. IA-3319; File No. 3-14635)
In the Matter of Michael S. Krome
On November 21, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order) against Michael S. Krome. The Order finds that on November 2, 2011, a final judgment was entered by consent against Michael S. Krome, an attorney and New York resident, in the civil action entitled Securities and Exchange Commission v. Jonathan R. Curshen, et al., Civil Action No. 1:11-cv-20561-JLK, in the United States District Court for the Southern District of Florida. The final judgment permanently enjoined Michael S. Krome from future violations of Sections 5(a) and (c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The final judgment also barred Michael S. Krome from participating in any offering of penny stock.
Based on the above, the Order suspends Michael S. Krome from appearing or practicing before the Commission as an attorney. Michael S. Krome consented to the issuance of the Order without admitting or denying any of the findings, except he admitted the entry of the final judgment. (Rel. 34-65799; File No. 3-14636)
Securities and Exchange Commission Orders Hearing on Registration Suspension or Revocation Against Two Public Companies For Failure to Make Required Periodic Filings
Today the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of two companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the two issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 or 13a-16 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-65801; File No. 3-14637)
Former Manager at Big-Four Accounting Firm Settles Insider Trading Case
The Securities and Exchange Commission announced today that it has filed and, subject to Court approval, simultaneously settled charges against Mark A. Konyndyk, CPA, for insider trading in advance of a tender offer. The Commission’s complaint alleges that Konyndyk, a former manager in the Transaction Advisory Services Group of Ernst & Young (“E&Y”), learned through his work at E&Y that Activision, Inc. was the target of highly confidential acquisition talks, code-named “Project Sego,” in which Vivendi S.A. was the potential acquirer. In particular, Konyndyk performed due-diligence work on Project Sego for E&Y’s client, Vivendi, billing 36 hours to the engagement. Both before and shortly after his departure from E&Y’s employ on November 2, 2007, including just days before the December 2, 2007, public announcement of the Vivendi-Activision merger, Konyndyk bought Activision out-of-the-money call options with near-term expirations. He sold the options shortly after the public announcement, earning gross profits of $9,725.
Without admitting or denying the allegations, Konyndyk has agreed to settle the Commission’s allegations against him, and the complaint and settlement papers were submitted simultaneously to the Court for its consideration. In particular, Konyndyk signed a consent that provides—subject to approval by the Court—for the entry of a final judgment permanently enjoining him against future violations of the Section 14(e) of the Securities Exchange Act of 1934 and Rule 14e-3 thereunder. The final judgment to which Konyndyk consented would further order that he is liable for disgorgement of $9,725 (comprising all the profits flowing from his own illegal trading) plus $1,789.28 in prejudgment interest thereon as well as a $9,725 civil penalty, but allow him one year to pay the foregoing sums. Additionally, Konyndyk consented, in related administrative proceedings, to the entry of a Commission order that would suspend him, pursuant to Commission Rule of Practice 102(e), from appearing or practicing before the Commission as an accountant, with a right to seek reinstatement after two years. If approved by the Court, this settlement would fully resolve this case.
The Commission acknowledges the assistance of the Options Regulatory Surveillance Authority. [SEC v. Mark A. Konyndyk, Civil Action No. 11-CV-02055 (D.D.C.)] (LR-22161)
Former Executive Agrees to Injunction, Penalty and Suspension to Settle SEC Charges Regarding Schwab YieldPlus Fund
The United States Securities and Exchange Commission announced that Randall Merk consented to the entry of a permanent injunction, payment of a civil penalty, and the issuance of a suspension to settle pending litigation relating to the Schwab YieldPlus Fund. In January 2011, the Commission filed a complaint against Merk and another individual regarding the offer, sale, and management of the YieldPlus Fund. SEC v. Kimon Daifotis and Randall Merk, Civil Action No. CV-11-0137 WHA (N.D. Cal., filed Jan. 11, 2011). See Litigation Release No. 21805 (Jan. 11, 2011). Merk was an Executive Vice President at Charles Schwab & Co., Inc., President of Charles Schwab Investment Management, and a Trustee of the Schwab YieldPlus Fund and other Schwab Funds. The YieldPlus Fund suffered a significant decline and saw its assets fall from $13.5 billion to $1.8 billion during an eight-month period in 2007-2008.
On November 21, 2011, the Commission filed a consent signed by Merk and a proposed final judgment against him. Without admitting or denying the Commission’s allegations, Merk consented to the entry of a final judgment that would permanently enjoin him from aiding and abetting violations of, or otherwise violating, Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder, and from violating Section 34(b) of the Investment Company Act of 1940. Merk also agreed to pay a $150,000 civil penalty, which the Commission is seeking to have included in an existing Fair Fund for distribution to injured YieldPlus investors. The proposed settlement is subject to the Court’s approval.
If the Court enters the proposed injunction, Merk also has agreed to settle a yet-to-be instituted administrative proceeding against him, in which the Commission would issue an order suspending Merk for 12 months from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any penny stock offering.
The Commission previously entered into a $118 million settlement with three Schwab entities regarding the YieldPlus Fund and another bond fund. See Press Release 2011-7 and Litigation Release No. 21806 (Jan. 11, 2011). [SEC v. Kimon Daifotis and Randall Merk, Civil Action No. CV-11-0137 WHA (N.D. Cal.)] (LR-22163)
Brian Hollnagel and BCI Aircraft Leasing, Inc.
The Securities and Exchange Commission ("Commission") announces that on November 8, 2011, Robert Carlsson (“Carlsson”), a former broker, pled guilty to obstruction of justice in connection with his false representations to the SEC during two separate examinations of Carlsson's broker-dealer in 2006 and 2007 by examination staff of the Commission’s Chicago Regional Office. U.S. v. Brian Hollnagel et al., Criminal Action No. 1:10-cr-0195 (N.D. Ill.) (St. Eve., J.).
The Commission previously announced that on September 8, 2010, the United States Attorney's Office for the Northern District of Illinois obtained a 21-count indictment of Brian Hollnagel, BCI Aircraft Leasing Inc., and five others involved in BCI's fraudulent scheme and obstruction of the Commission's attempts to discover and investigate that very scheme. U.S. v. Brian Hollnagel et al., Criminal Action No. 1:10-cr-0195 (N.D. Ill.) (St. Eve., J.). In that indictment, among various other violations, Hollnagel, BCI, and Carlsson, who raised money from investors for BCI's operations, were accused of obstruction of justice in connection with false representations to the SEC during the 2006 and 2007 examinations of Carlsson's broker-dealer, 21 Capital Group. In particular, Hollnagel, BCI, and Carlsson were accused of concealing Carlsson's fund raising activities for BCI from the Commission’s Chicago examination staff.
According to the plea agreement, Carlsson faces an advisory Sentencing Guidelines range of 10 to 16 months’ imprisonment. Carlsson has agreed to fully and truthfully cooperate with the United States Attorney's Office for the Northern District of Illinois in connection with the September 8, 2010 indictment of Hollnagel, BCI, and others.
Previously, on August 13, 2007, the Commission filed a civil injunctive complaint alleging that Defendants Hollnagel and BCI, from approximately 1998 through 2007, raised at least $82 million from approximately 120 investors as part of a fraudulent scheme in which the Defendants commingled investor funds, used investor funds to pay other investors, and failed to use investor funds as represented. The Complaint alleged that, as a result of their conduct, Defendants Hollnagel and BCI violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission’s action was stayed in 2010 pending the criminal proceedings referenced above. [SEC v. Brian Hollnagel and BCI Aircraft leasing, Inc., Civil Action No. 1:07-cv-4538 (N.D. Ill.) (Bucklo, J.)] (LR-22164)
Bandon Capital Management, LLC and Northern Lights Fund Trust
A notice has been issued giving interested persons until December 12, 2011 to request a hearing on an application filed by Bandon Capital Management, LLC and Northern Lights Fund Trust for an order exempting them from Section 15(a) of the Investment Company Act of 1940 (Act) and Rule 18f-2 under the Act. The order would permit the applicants to enter into and materially amend subadvisory agreements without shareholder approval. (Rel. IC-29864 - November 17)
Proposed Rule Changes
Financial Industry Regulatory Authority, Inc. has filed a proposed rule change (SR-FINRA-2011-044) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to FINRA’s Code of Procedure. Publication is expected in the Federal Register during the week of November 21. (Rel. 34-65787)
National Securities Clearing Corporation filed a proposed rule change (File No. SR-NSCC-2011-10) pursuant to Section 19(b)(1) of the Act and Rule 19b-4 thereunder that would amend NSCC’s rules to establish an optional service, “Trade Risk Pro,” that would enable NSCC members to monitor intraday trading activity through review of post-trade data. Publication is expected in the Federal Register during the week of November 21. (Rel. 34-65788)
Approval of Proposed Rule Changes
The Commission has approved a proposed rule change (SR-OCC-2011-14) filed by The Options Clearing Corporation (OCC) under Section 19(b)(2) of the Securities Exchange Act of 1934 relating to clearing options on the CBOE Silver Volatility Index. Publication is expected in the Federal Register during the week of November 21. (Rel. 34-65789)
The Commission approved a proposed rule change submitted by the Financial Industry Regulatory Authority, Inc. (SR-FINRA-2011-053) to amend certain TRACE rules. Publication is expected in the Federal Register during the week of November 21. (Rel. 34-65791)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by NASDAQ OMX PHLX LLC to reduce transaction fees for members engaging in certain Accommodation Transactions (SR-Phlx-2011-150) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act. Publication is expected in the Federal Register during the week of November 21. (Rel. 34-65790)
A proposed rule change (SR-NYSEAmex-2011-87) filed by NYSE Amex LLC correcting an error by renumbering the subsections of Section 101 of the Company Guide has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 21. (Rel. 34-65793)
The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.
Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
S-1 Pazoo, Inc., 15A SADDLE ROAD, CEDAR KNOLLS, NJ, 07927, (973) 455-0970 - 68,182,000 ($340,910.00) Equity, (File 333-178037 - Nov. 18) (BR. 02) S-8 Energy Services of America CORP, 2450 FIRST AVENUE, HUNTINGTON, WV, 25703, 304-528-2791 - 13,200,000 ($3,504,000.00) Other, (File 333-178039 - Nov. 18) (BR. 06B) S-3 EQUITY RESIDENTIAL, EQUITY RESIDENTIAL, TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, IL, 60606, 3129281178 - 35,171 ($2,048,008.00) Equity, (File 333-178040 - Nov. 18) (BR. 08B) S-3ASR EQUITY RESIDENTIAL, EQUITY RESIDENTIAL, TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, IL, 60606, 3129281178 - 0 ($1.00) Equity, (File 333-178041 - Nov. 18) (BR. 08B) S-3ASR MDU RESOURCES GROUP INC, 1200 WEST CENTURY AVENUE, BISMARCK, ND, 58503, 701-530-1059 - 2,253,721 ($20,800,000.00) Other, (File 333-178042 - Nov. 18) (BR. 09A) S-8 AMERICAN ELECTRIC POWER CO INC, 1 RIVERSIDE PLAZA, COLUMBUS, OH, 43215, 614-716-1000 - 15,000,000 ($586,350,000.00) Equity, (File 333-178044 - Nov. 18) (BR. 02B) S-3ASR AMERICAN ELECTRIC POWER CO INC, 1 RIVERSIDE PLAZA, COLUMBUS, OH, 43215, 614-716-1000 - 12,000,000 ($411,480,000.00) Equity, (File 333-178046 - Nov. 18) (BR. 02B) S-8 INTEGRAMED AMERICA INC, TWO MANHATTANVILLE RD, PURCHASE, NY, 10577-2100, 9142538000 - 700,000 ($5,570,000.00) Equity, (File 333-178047 - Nov. 18) (BR. 01A) S-4 EXOPACK HOLDING CORP, 3070 SOUTHPORT ROAD, SPARTANBURG, SC, 29302, 8645967140 - 0 ($235,000,000.00) Non-Convertible Debt, (File 333-178048 - Nov. 18) (BR. 04B) S-1 Synacor, Inc., 40 LARIVIERE DRIVE, SUITE 300, BUFFALO, NY, 14202, 716-853-1362 - 0 ($75,000,000.00) Equity, (File 333-178049 - Nov. 18) (BR. 03A) S-8 MARKEL CORP, 4521 HIGHWOODS PARKWAY, GLEN ALLEN, VA, 23060-3382, 8047470136 - 100,000 ($39,388,000.00) Equity, (File 333-178051 - Nov. 18) (BR. 01B) S-3ASR LEVEL 3 COMMUNICATIONS INC, 1025 ELDORADO BOULEVARD, BLDG 2000, BROOMFIELD, CO, 80021, 7208881000 - 0 ($1,015,021,719.30) Equity, (File 333-178060 - Nov. 18) (BR. 11C) S-1 Andina Acquisition Corp, CARRERA 10 NO. 28-49, TORRE A. OFFICINA 20-05, BOGOTA, F8, XXXXX, 57 1 281 1811 - 0 ($63,000,000.00) Equity, (File 333-178061 - Nov. 18) (BR. ) S-1 China Xingbang Industry Group Inc., 7/F WEST TOWER, NO. 6-20 JINSUI ROAD, TIANHE DISTRICT, GUANGZHOU, F4, 000000, 86 20 38296988 - 28,244,000 ($8,755,640.00) Equity, (File 333-178062 - Nov. 18) (BR. 08C) S-3 QUEPASA CORP, 324 DATURA STREET, SUITE 114, WEST PALM BEACH, FL, 33401, 561-491-4181 - 2,278,909 ($10,756,450.48) Equity, (File 333-178063 - Nov. 18) (BR. 11A) S-8 PARKERVISION INC, 8493 BAYMEADOWS WAY, JACKSONVILLE, FL, 32256, 9047371367 - 5,000,000 ($4,711,250.00) Equity, (File 333-178064 - Nov. 18) (BR. 11A) S-8 ADOBE SYSTEMS INC, 345 PARK AVE, SAN JOSE, CA, 95110-2704, 4085366000 - 0 ($4,425,252.81) Equity, (File 333-178065 - Nov. 18) (BR. 03C) S-1 FNB United Corp., 150 SOUTH FAYETTEVILLE STREET, P O BOX 1328, ASHEBORO, NC, 27203, 3366268300 - 0 ($150,749,404.40) Equity, (File 333-178066 - Nov. 18) (BR. 07B) S-8 CHESAPEAKE ENERGY CORP, 6100 N WESTERN AVE, OKLAHOMA CITY, OK, 73118, 4058488000 - 5,500,000 ($137,885,000.00) Equity, (File 333-178067 - Nov. 18) (BR. 04B) S-8 MEADWESTVACO Corp, 501 SOUTH 5TH STREET, MWV WORLD HEADQUARTERS, RICHMOND, VA, 23219-0501, 804-327-5200 - 8,125,000 ($228,718,750.00) Equity, (File 333-178068 - Nov. 18) (BR. 04A) S-3 Colony Financial, Inc., C/O COLONY FINANCIAL, INC., 2450 BROADWAY, 6TH FLOOR, SANTA MONICA, CA, 90404, 310-282-8820 - 0 ($28,260,000.00) Equity, (File 333-178069 - Nov. 18) (BR. 08C) S-3 Alon USA Energy, Inc., 7616 LBJ FREEWAY, SUITE 300, DALLAS, TX, 75251, 972 367 3600 - 377,710 ($3,735,551.90) Equity, (File 333-178070 - Nov. 18) (BR. 04B)
Form 8-K is used by companies to file current reports on the following events:
8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT A.C. Moore Arts & Crafts, Inc. PA 7.01,9.01 11/17/11 ACNB CORP PA 5.07 05/03/11 AMEND AGILYSYS INC OH 5.07,9.01 07/27/11 AMEND ALLIANCEBERNSTEIN HOLDING L.P. DE 7.01,9.01 11/17/11 ALLIANCEBERNSTEIN L.P. DE 7.01,9.01 11/17/11 Alpha Natural Resources, Inc. DE 8.01 11/14/11 AMERICAN APPAREL, INC DE 5.02,9.01 11/18/11 AMERICAN EAGLE OUTFITTERS INC DE 1.01,5.02,7.01,9.01 11/14/11 American Midstream Partners, LP DE 1.01,8.01,9.01 11/15/11 AMERICAN NATIONAL BANKSHARES INC VA 8.01 11/18/11 American Standard Energy Corp. DE 8.01,9.01 11/15/11 AMERICANWEST BANCORPORATION WA 7.01,9.01 11/15/11 AMERICAS CARMART INC TX 2.02,9.01 11/17/11 AMGEN INC DE 1.01 11/15/11 ANCHOR BANCORP WISCONSIN INC WI 3.01,9.01 11/10/11 AMEND ANN INC. DE 2.02,9.01 11/18/11 ARAMARK CORP DE 5.02,9.01 11/15/11 ARKANSAS BEST CORP /DE/ DE 1.01,9.01 11/15/11 ASHFORD HOSPITALITY TRUST INC MD 7.01,9.01 11/14/11 AMEND AURI INC DE 1.01,9.01 02/19/11 AMEND AVIAT NETWORKS, INC. DE 5.02,5.07,9.01 11/17/11 BANCFIRST CORP /OK/ OK 7.01 11/17/11 Bank of the Carolinas CORP NC 5.02 11/15/11 BankGuam Holding Co 4.01 11/14/11 BASSETT FURNITURE INDUSTRIES INC VA 8.01,9.01 11/18/11 BCM Energy Partners Inc. DE 1.01,5.03,7.01 09/21/11 AMEND BENIHANA INC DE 7.01,9.01 11/18/11 BIOCRYST PHARMACEUTICALS INC DE 1.01 11/17/11 Black Sea Metals, Inc. NV 5.02,9.01 11/17/11 BRAINY BRANDS COMPANY, INC. DE 1.01,9.01 11/15/11 BROADRIDGE FINANCIAL SOLUTIONS, INC. DE 5.07,7.01,9.01 11/16/11 BRYN MAWR BANK CORP PA 7.01 11/18/11 BUILD A BEAR WORKSHOP INC DE 5.02,8.01 11/15/11 C & F FINANCIAL CORP VA 8.01,9.01 11/17/11 CADENCE DESIGN SYSTEMS INC DE 7.01,9.01 11/15/11 CARBO CERAMICS INC DE 5.02 11/15/11 CATASYS, INC. DE 1.01,2.01,2.03,3.02, 11/15/11 9.01 CATERPILLAR INC DE 7.01 11/18/11 CATHAY GENERAL BANCORP DE 5.02,9.01 11/17/11 CATO CORP DE 2.02,8.01,9.01 11/18/11 CC Media Holdings Inc 5.02 11/14/11 CECIL BANCORP INC MD 5.03,9.01 11/17/11 CENTERLINE HOLDING CO DE 1.01,9.01 11/14/11 CHANCELLOR GROUP INC. NV 9.01 11/17/11 AMEND Chelsea Therapeutics International, L DE 8.01,9.01 11/17/11 CHEMUNG FINANCIAL CORP NY 5.02 11/16/11 CHIMERA INVESTMENT CORP DE 2.02,9.01 11/18/11 China Housing & Land Development, Inc NV 2.02,7.01,9.01 11/14/11 China Infrastructure Investment CORP NV 3.01,9.01 11/16/11 CHINA SHEN ZHOU MINING & RESOURCES, I NV 2.02,7.01,9.01 11/14/11 CLEAR CHANNEL COMMUNICATIONS INC TX 5.02 11/14/11 Clear Channel Outdoor Holdings, Inc. DE 5.02 11/14/11 CLOROX CO /DE/ DE 1.01,5.02,5.07,9.01 11/15/11 CLOROX CO /DE/ DE 5.02 10/03/11 AMEND CMS Bancorp, Inc. DE 2.02,9.01 11/18/11 CNA FINANCIAL CORP DE 5.02,9.01 11/18/11 CNB FINANCIAL CORP/PA PA 5.02,9.01 11/08/11 AMEND CNL LIFESTYLE PROPERTIES INC MD 8.01,9.01 11/17/11 COLE CORPORATE INCOME TRUST, INC. MD 8.01 11/10/11 Cole Credit Property Trust II Inc MD 8.01,9.01 11/09/11 Cole Credit Property Trust III, Inc. MD 8.01 11/09/11 Compass Diversified Holdings DE 8.01,9.01 11/18/11 Complete Production Services, Inc. DE 8.01,9.01 11/18/11 Complete Production Services, Inc. DE 8.01,9.01 11/18/11 COMSCORE, INC. DE 5.07 07/26/11 AMEND CONSTELLATION ENERGY GROUP INC MD 5.07,8.01 11/17/11 CORINTHIAN COLLEGES INC 5.02,5.07 11/15/11 CORONADO BIOSCIENCES INC DE 8.01,9.01 11/17/11 COST PLUS INC/CA/ CA 2.02,9.01 11/18/11 CRAWFORD & CO GA 7.01,9.01 11/18/11 CROSS TIMBERS ROYALTY TRUST TX 2.02,9.01 11/18/11 CYBERONICS INC DE 2.02,9.01 11/17/11 DAVITA INC DE 1.01 11/15/11 DEAN FOODS CO DE 5.03,9.01 11/16/11 DELCATH SYSTEMS INC DE 7.01,9.01 11/15/11 Dialogic Inc. DE 1.01,9.01 11/14/11 Digitiliti Inc DE 5.02,5.07 11/15/11 DOLE FOOD CO INC DE 8.01,9.01 11/17/11 DOMINION RESOURCES BLACK WARRIOR TRUS DE 2.02,9.01 11/17/11 DONALDSON CO INC DE 8.01,9.01 11/18/11 DOT HILL SYSTEMS CORP DE 1.01 11/15/11 EAGLE ROCK ENERGY PARTNERS L P DE 3.02,7.01,9.01 11/15/11 ECB BANCORP INC NC 8.01,9.01 11/17/11 Echo Therapeutics, Inc. DE 1.01,9.01 11/14/11 Ecolivegreen Corp FL 3.02 11/18/11 Elite Nutritional Brands, Inc. FL 5.02 07/27/11 AMEND Enduro Royalty Trust DE 2.02,9.01 11/18/11 Ensco plc 7.01,9.01 11/18/11 EQUITY ONE, INC. 2.02,7.01 11/18/11 EVERGREEN ENERGY INC DE 1.01,3.02 11/17/11 EVERGREEN ENERGY INC DE 1.01,9.01 11/17/11 AMEND EXAR CORP DE 5.02 11/16/11 Expedia, Inc. 5.04,9.01 11/14/11 EXPRESS SCRIPTS INC DE 8.01,9.01 11/18/11 EXPRESS SCRIPTS INC DE 1.01,7.01,9.01 11/14/11 FAUQUIER BANKSHARES, INC. VA 8.01,9.01 11/17/11 FINISH LINE INC /IN/ IN 8.01,9.01 11/18/11 FIRST ACCEPTANCE CORP /DE/ DE 5.03,5.07,8.01 11/15/11 FIRST BUSINESS FINANCIAL SERVICES, IN WI 7.01,9.01 11/17/11 FISHER COMMUNICATIONS INC WA 1.01,7.01,9.01 11/17/11 FLATBUSH FEDERAL BANCORP INC 2.02,9.01 11/14/11 FOREST OIL CORP NY 5.03,9.01 11/16/11 Furiex Pharmaceuticals, Inc. DE 8.01,9.01 11/18/11 Galena Biopharma, Inc. 3.01 11/14/11 GOLDMAN SACHS GROUP INC DE 9.01 11/18/11 GRANT PARK FUTURES FUND LIMITED PARTN IL 8.01 11/18/11 GRAPHIC PACKAGING HOLDING CO DE 5.02 11/18/11 GRAPHON CORP/DE DE 5.07 11/16/11 Griffin Capital Net Lease REIT, Inc. 1.01,2.03,9.01 11/18/11 HAIN CELESTIAL GROUP INC DE 5.02,5.07,9.01 11/17/11 HANGER ORTHOPEDIC GROUP INC DE 7.01,9.01 11/18/11 HANMI FINANCIAL CORP DE 8.01,9.01 11/18/11 HECLA MINING CO/DE/ DE 8.01 11/18/11 HEINZ H J CO PA 2.02,9.01 11/18/11 HEMACARE CORP /CA/ CA 2.02,9.01 11/14/11 HIBBETT SPORTS INC 1.01,2.02,7.01,9.01 11/18/11 Hoku Corp DE 1.01 11/14/11 HORIZON BANCORP /IN/ IN 8.01,9.01 11/18/11 HORNBECK OFFSHORE SERVICES INC /LA DE 1.01,8.01,9.01 11/14/11 HOST HOTELS & RESORTS, INC. MD 1.01,2.03,9.01 11/18/11 HUGOTON ROYALTY TRUST TX 2.02,9.01 11/18/11 IDACORP INC ID 5.02,7.01,8.01,9.01 11/17/11 IMPERIAL CAPITAL BANCORP, INC. DE 1.03,9.01 10/27/11 IMPERIAL CAPITAL BANCORP, INC. DE 1.03,9.01 10/20/11 Independence Bancshares, Inc. SC 1.01,1.02,9.01 11/14/11 Inland American Real Estate Trust, In MD 7.01,9.01 11/18/11 InspireMD, Inc. DE 5.02,7.01,9.01 11/16/11 INTERNATIONAL GAME TECHNOLOGY NV 5.03,9.01 11/14/11 Investors Bancorp Inc DE 1.01 11/15/11 ISECURETRAC CORP DE 5.02 11/15/11 ITC Holdings Corp. MI 8.01 11/16/11 ITC Holdings Corp. MI 5.02 08/17/11 AMEND JDS UNIPHASE CORP /CA/ DE 5.05,5.07 11/16/11 JOHNSON CONTROLS INC WI 5.02,9.01 11/16/11 KLONDIKE STAR MINERAL CORP DE 5.02 11/14/11 Kodiak Oil & Gas Corp B0 1.01,8.01,9.01 11/17/11 KRATOS DEFENSE & SECURITY SOLUTIONS, DE 1.01,2.03,5.02,9.01 11/18/11 Laredo Oil, Inc. DE 1.01,9.01 11/14/11 Li3 Energy, Inc. NV 5.03,9.01 11/14/11 Liberty Global, Inc. DE 7.01 11/18/11 Liberty Media Corp DE 1.01,2.03,3.01,8.01, 11/16/11 9.01 LIMITED BRANDS INC DE 2.02,7.01 11/16/11 lululemon athletica inc. DE 5.02 11/16/11 Lumber Liquidators Holdings, Inc. 5.02 11/17/11 AMEND Manitex International, Inc. MI 8.01,9.01 11/15/11 MARINE PETROLEUM TRUST TX 7.01,9.01 11/18/11 MARKEL CORP VA 5.03,9.01 11/17/11 MARKETAXESS HOLDINGS INC 5.02 11/15/11 MASS MEGAWATTS WIND POWER INC MA 5.02 11/18/11 MEDCO HEALTH SOLUTIONS INC DE 8.01,9.01 11/18/11 MESA ROYALTY TRUST/TX TX 2.02,9.01 11/18/11 MILLER HERMAN INC MI 2.03,9.01 11/18/11 Mindesta Inc. DE 7.01,9.01 11/18/11 MINERALS TECHNOLOGIES INC DE 8.01,9.01 11/18/11 MONEYGRAM INTERNATIONAL INC 1.01,8.01,9.01 11/17/11 Morgans Hotel Group Co. DE 1.01,7.01,8.01,9.01 11/17/11 Motorola Mobility Holdings, Inc 5.07,9.01 11/17/11 MTS SYSTEMS CORP MN 2.02,9.01 11/17/11 MTS SYSTEMS CORP MN 5.02 11/15/11 MUTUALFIRST FINANCIAL INC MD 8.01,9.01 11/17/11 Myrexis, Inc. DE 2.05,5.02,8.01,9.01 11/16/11 NEAH POWER SYSTEMS, INC. NV 1.01,9.01 11/18/11 NetSpend Holdings, Inc. DE 5.02,9.01 11/15/11 NEWLINK GENETICS CORP DE 1.01,5.03,9.01 11/14/11 Newport Bancorp Inc 8.01,9.01 11/18/11 NEWPORT CORP NV 5.02,9.01 11/15/11 NORDSTROM INC WA 8.01,9.01 11/17/11 NORTHWEST BIOTHERAPEUTICS INC DE 1.01,3.02 11/14/11 Och-Ziff Capital Management Group LLC DE 1.01,9.01 11/17/11 OLD LINE BANCSHARES INC MD 7.01,9.01 11/18/11 ONCOR ELECTRIC DELIVERY CO LLC DE 8.01 11/18/11 ONYX PHARMACEUTICALS INC DE 5.02,9.01 11/14/11 OPTI INC CA 5.05 11/18/11 PACIFIC MERCANTILE BANCORP CA 2.02,9.01 11/15/11 PAR PHARMACEUTICAL COMPANIES, INC. DE 1.01,1.02,2.01,2.03, 11/17/11 9.01 PARAMETRIC TECHNOLOGY CORP MA 1.01,5.02,9.01 11/15/11 PAXTON ENERGY INC NV 1.01,7.01,9.01 11/14/11 Pebblebrook Hotel Trust MD 7.01,9.01 11/18/11 PENN VIRGINIA RESOURCE PARTNERS L P DE 1.01,7.01,9.01 11/15/11 PHH CORP MD 5.02,7.01,9.01 11/14/11 PMFG, Inc. DE 5.02,5.07,9.01 11/17/11 POTASH AMERICA, INC. NV 1.01,3.02,9.01 11/07/11 POZEN INC /NC 7.01 11/17/11 PSS WORLD MEDICAL INC FL 1.01,2.03,8.01,9.01 11/16/11 PUGET ENERGY INC /WA WA 5.02 11/18/11 PUMA BIOTECHNOLOGY, INC. DE 9.01 10/04/11 AMEND QUANTUM FUEL SYSTEMS TECHNOLOGIES WOR DE 1.01,2.03,3.02,9.01 11/15/11 QUEPASA CORP NV 2.01,9.01 11/09/11 AMEND Radius Health, Inc. DE 5.02,9.01 11/14/11 RALCORP HOLDINGS INC /MO MO 5.02,9.01 11/18/11 RED MOUNTAIN RESOURCES, INC. FL 1.01,2.01,2.03,3.02, 05/26/11 AMEND 5.01,5.02,5.03,5.06, 9.01 REGENCY CENTERS CORP FL 2.03 11/17/11 REPUBLIC BANCORP INC /KY/ KY 7.01 11/16/11 RODMAN & RENSHAW CAPITAL GROUP, INC. DE 3.01 11/15/11 ROSS STORES INC DE 5.03,9.01 11/16/11 ROYAL BANCSHARES OF PENNSYLVANIA INC PA 8.01,9.01 11/15/11 ROYAL MINES & MINERALS CORP NV 7.01,9.01 11/16/11 SANDISK CORP DE 5.02 11/17/11 SANTARUS INC DE 8.01 11/15/11 Santo Pita Corp NV 5.02 11/14/11 SARATOGA INVESTMENT CORP. MD 8.01,9.01 11/15/11 SARATOGA RESOURCES INC /TX TX 5.02 11/14/11 Scripps Networks Interactive, Inc. OH 8.01,9.01 11/18/11 Selway Capital Acquisition Corp. DE 8.01,9.01 11/14/11 ShoreTel Inc CA 5.02 11/14/11 Silicon Graphics International Corp DE 5.02 11/14/11 SINGLE TOUCH SYSTEMS INC DE 1.01,2.03 11/18/11 Sino Clean Energy Inc NV 2.02,9.01 11/17/11 Sino Gas International Holdings, Inc. UT 2.02,7.01 11/16/11 SIRONA DENTAL SYSTEMS, INC. DE 2.02,9.01 11/18/11 SIRONA DENTAL SYSTEMS, INC. DE 1.01,9.01 11/14/11 Skinny Nutritional Corp. NV 1.01,2.03,3.02 11/15/11 SLM FUNDING LLC DE 9.01 11/18/11 SLM Student Loan Trust 2011-3 DE 1.01,2.01,9.01 11/18/11 SOLTA MEDICAL INC DE 2.03 11/17/11 SOUTHERN MISSOURI BANCORP INC MO 1.01,8.01,9.01 11/16/11 AMEND SOUTHWEST GAS CORP CA 5.03 11/18/11 SPECTRUM PHARMACEUTICALS INC DE 2.04 11/14/11 STAGE STORES INC NV 2.02,9.01 11/17/11 STARTEK INC DE 1.01,9.01 11/15/11 Strategic Storage Trust, Inc. MD 1.01,2.03,9.01 11/15/11 SUFFOLK BANCORP NY 3.01,9.01 11/14/11 SUPER DEAL.COM, INC. FL 4.01,9.01 11/06/11 AMEND TAKE TWO INTERACTIVE SOFTWARE INC DE 1.01,2.03,8.01,9.01 11/16/11 TAYLOR CAPITAL GROUP INC DE 8.01 11/18/11 TBS International plc L2 7.01,9.01 11/17/11 TELESTONE TECHNOLOGIES CORP CO 2.02,5.02,7.01,9.01 11/14/11 TELKONET INC UT 5.02 11/17/11 TigerLogic CORP DE 8.01 11/18/11 Tonix Pharmaceuticals Holding Corp. NV 8.01,9.01 11/18/11 TRANS WORLD ENTERTAINMENT CORP NY 2.02,7.01,9.01 11/17/11 TRANSATLANTIC HOLDINGS INC DE 8.01 11/18/11 Treaty Energy Corp NV 5.02,9.01 11/14/11 TRUSTCO BANK CORP N Y NY 5.02,8.01,9.01 11/15/11 TRW AUTOMOTIVE HOLDINGS CORP DE 5.02,9.01 11/15/11 TSIC, Inc. DE 7.01,9.01 11/17/11 TYSON FOODS INC DE 5.02 11/17/11 United States Oil & Gas Corp DE 2.02,9.01 11/18/11 UNITED THERAPEUTICS Corp DE 7.01,9.01 11/17/11 URANIUM RESOURCES INC /DE/ DE 8.01,9.01 11/14/11 UROLOGIX INC MN 9.01 09/16/11 AMEND VENTRUS BIOSCIENCES INC DE 2.01,9.01 11/14/11 VERTICAL COMPUTER SYSTEMS INC DE 8.01,9.01 11/08/11 VIRTUSA CORP 5.07 09/08/11 AMEND VOLITIONRX LTD DE 3.02,8.01,9.01 11/17/11 Volkswagen Auto Lease Trust 2011-A DE 8.01,9.01 11/16/11 WATSCO INC FL 5.02 11/14/11 WEBSTER FINANCIAL CORP DE 8.01 11/18/11 Wellesley Bancorp, Inc. MD 1.01,9.01 11/14/11 Wesco Aircraft Holdings, Inc 2.02,9.01 11/17/11 WESTWOOD ONE INC /DE/ DE 1.01,1.02,5.02,9.01 11/16/11 WET SEAL INC DE 2.02,9.01 11/17/11 WHITE MOUNTAINS INSURANCE GROUP LTD D0 8.01 11/17/11 WIDEPOINT CORP DE 2.02,9.01 11/14/11 Williams Partners L.P. 1.01,7.01,9.01 11/17/11 Woodward, Inc. DE 2.02,7.01,9.01 11/14/11 XERIUM TECHNOLOGIES INC DE 5.07 06/17/11 AMEND Z3 ENTERPRISES, INC. NV 5.02 11/10/11 Zayo Group LLC DE 1.01,9.01 11/17/11 Zep Inc. DE 7.01,9.01 11/18/11 Zoom Telephonics, Inc. DE 8.01,9.01 11/17/11