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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2012-219
November 15, 2012

Commission Announcements

Securities and Exchange Commission Suspends Trading in the Securities of American Realty Funds Corporation Because of Questions About the Accuracy of its Public Filings

The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuer, commencing at 9:30 a.m. EST on November 15, 2012 and terminating at 11:59 p.m. EST on November 29, 2012:

  • American Realty Funds Corporation (ANFDE)

The Commission temporarily suspended trading in the securities of the foregoing company due to a lack of current and accurate information about the company because of questions concerning the accuracy of publicly disseminated information in the company’s public filings and financial statements. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by this company.

Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject company unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of this company that has been subject to a trading suspension until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.

If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-68237)

SEC Issues Staff Summary Report of Examinations of Nationally Recognized Statistical Rating Organizations

The Securities and Exchange Commission today issued its second annual staff report on the findings of examinations of credit rating agencies registered with the SEC as Nationally Recognized Statistical Rating Organizations (NRSROs). The staff determined that with one exception, all NRSROs appropriately addressed the staff’s recommendations in the first annual report in 2011. In addition, the staff announced a new initiative to highlight compliance issues at credit rating agencies between examinations.

“The SEC’s enhanced oversight of NRSROs is having a positive effect,” said Thomas J. Butler, Director of the SEC’s Office of Credit Ratings. “The firms have been generally responsive to the staff’s recommendations, which are intended to strengthen NRSROs’ policies, procedures, and operations and to make their internal governance and controls more robust. We will continue to review their responses to our recommendations and use our examinations to promote compliance with statutory and Commission requirements.”

Congress mandated the creation of the Office of Credit Ratings as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which imposed new reporting, disclosure, and examination requirements to enhance the regulation of NRSROs. The Dodd-Frank Act requires the Commission staff to examine each NRSRO at least annually and issue a report summarizing the essential findings of the examinations. In the reports, firms are referred to as “large NRSROs” or “small NRSROs” to promote the public’s understanding without compromising due process requirements.

The 2012 report discusses the staff’s findings and recommendations in eight areas, including whether the NRSRO conducts business in accordance with its policies, procedures, and methodologies, how it manages conflicts of interest, and whether it maintains effective internal controls. The staff identified findings and made recommendations to all NRSROs. Findings identified at one or more NRSROs include the following:

  • The methodology applied to rating certain securities appears to have been changed, but the change was not publicly disclosed for several months
  • Certain securities were not timely downgraded in accordance with policies and procedures related to rating watch status
  • Methodologies were published and disclosed inconsistently and in a less-than-transparent manner
  • Directors were not actively exercising their required oversight duties

In addition to the recommendations to NRSROs based on the 2012 exams, the SEC’s Office of Credit Ratings will promote compliance between exams by sending letters to the Designated Compliance Officers at all of the firms as issues arise. The first industry-wide “Dear DCO” letter, sent today, urges NRSROs to review SEC rules on preventing the misuse of material nonpublic information and avoiding unfair, coercive, or abusive practices with respect to credit ratings. The letter is available on the SEC’s website at www.sec.gov/about/offices/ocr.shtml.

The following staff made significant contributions to the examinations referenced in the second annual staff report: Abe Losice, Kenneth Godwin, Michele Wilham, Jon Hertzke, Natalia Kaden, Nicole Billick, Shawn Davis, Michael Gerity, Warren Greth, Julia Kiel, Russell Long, Carlos Maymi, David Nicolardi, Harriet Orol, Jacob Prudhomme, Abraham Putney, Said Rafat, Mary Ryan, Warren Tong, Evelyn Tuntono, and Kenneth Weinstein. (Press Rel. 2012-228)

SEC Receives More Than 3,000 Whistleblower Tips in FY2012

Over the past year, the Securities and Exchange Commission received more than 3,000 whistleblower tips from all 50 states and from 49 countries, according to the agency’s 2012 Annual Report on the Dodd-Frank Whistleblower Program released today.

The report, which is required by the Dodd Frank Wall Street Reform and Consumer Protection Act, summarizes the activities of the SEC’s Office of the Whistleblower.

“In just its first year, the whistleblower program already has proven to be a valuable tool in helping us ferret out financial fraud,” said SEC Chairman Mary L. Schapiro. “When insiders provide us with high-quality road maps of fraudulent wrongdoing, it reduces the length of time we spend investigating and saves the agency substantial resources.”

Among other things, the report notes:

  • The SEC made its first award under the new program to a whistleblower who helped the SEC stop an ongoing multi-million dollar fraud. The whistleblower received an award of 30 percent of the amount collected in the SEC’s enforcement action, which is the maximum percentage payout allowed by law.
  • The SEC received 3,001 tips, complaints, and referrals from whistleblowers from individuals in all 50 states, the District of Columbia, and the U.S. territory of Puerto Rico as well as 49 countries outside of the United States.
  • The most common complaints related to corporate disclosures and financials (18.2 percent), offering fraud (15.5 percent), and manipulation (15.2 percent).
  • There were 143 enforcement judgments and orders issued during fiscal year 2012 that potentially qualify as eligible for a whistleblower award. The Office of the Whistleblower provided the public with notice of these actions because they involved sanctions exceeding the statutory threshold of more than $1 million.

Under the Dodd-Frank Act, the SEC can pay financial awards to whistleblowers who provide high-quality, original information about a possible securities law violation that leads to a successful SEC enforcement action with more than $1 million in monetary sanctions. The SEC is authorized to pay the whistleblower 10 to 30 percent of the sanctions collected. Awards are paid from the Investor Protection Fund established by Congress to fund payments.

Information on eligibility requirements, directions on how to submit a tip or complaint, instructions on how to apply for an award, and answers to frequently asked questions are available at: www.sec.gov/whistleblower. (Press Rel. 2012-229)

Enforcement Proceedings

BP to Pay $525 Million Penalty to Settle SEC Charges of Securities Fraud During Deepwater Horizon Oil Spill

The Securities and Exchange Commission today charged BP p.l.c. with misleading investors while its Deepwater Horizon oil rig was gushing into the Gulf of Mexico by significantly understating the flow rate in multiple reports filed with the SEC.

The SEC alleges that the global oil and gas company headquartered in London made fraudulent public statements indicating a flow rate estimate of 5,000 barrels of oil per day. BP reported this figure despite its own internal data indicating that potential flow rates could be as high as 146,000 barrels of oil per day. BP executives also made numerous public statements after the filings were made in which they stood behind the flow rate estimate of 5,000 barrels of oil per day even though they had internal data indicating otherwise. In fact, they criticized other much higher estimates by third parties as scaremongering. Months later, a government task force determined the flow rate estimate was actually more than 10 times higher at 52,700 to 62,200 barrels of oil per day, yet BP never corrected or updated the misrepresentations and omissions it made in SEC filings for investors.

BP agreed to settle the SEC’s charges by paying the third-largest penalty in agency history at $525 million. The SEC plans to establish a Fair Fund with the BP penalty to provide harmed investors with compensation for losses they sustained in the fraud. The SEC announced the case today along with the Attorney General and other senior officials at the Justice Department, which brought a criminal action against BP.

“The oil spill was catastrophic for the environment, but by hiding its severity BP also harmed another constituency — its own shareholders and the investing public who are entitled to transparency, accuracy, and completeness of company information, particularly in times of crisis,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “Good corporate citizenship and responsible crisis management means that a company can’t hide critical information simply because it fears the backlash.”

Daniel M. Hawke, Director of the SEC’s Philadelphia Regional Office and Chief of the Enforcement Division’s Market Abuse Unit, said, “Without accurate critical flow rate data known only to BP, the company denied its shareholders and investors the opportunity to fairly assess BP’s potential liabilities and true financial condition.”

According to the SEC’s complaint filed in the U.S. District Court for the Eastern District of Louisiana, BP stated that the flow rate was estimated to be 5,000 barrels of oil per day (bopd) in three separate Forms 6-K filed with the SEC following the Deepwater Horizon oil rig explosion on April 20, 2010. In a 6-K filed on April 29, BP stated in part, “[e]fforts continue to stem the flow of oil from the well, currently estimated at up to 5,000 bopd[.]” BP filed another report the next day similarly referencing “[e]fforts to stem the flow from the well, currently estimated at up to 5,000 barrels a day are continuing[.]”

The SEC alleges that when the company made those statements, BP possessed at least five different flow rate calculations, estimates, or data indicating a much higher flow rate. BP did not possess or generate any piece of data suggesting that 5,000 bopd represented a ceiling for the rate of oil flowing into the Gulf of Mexico or was the best estimate. The failure to disclose the existence of these higher estimates rendered BP’s statements in its Reports on Form 6-K materially false and misleading.

According to the SEC’s complaint, BP issued another 6-K on May 4 that stated, “Accurate estimation of the rate of flow is difficult, but current estimates by the U.S. National Oceanic and Atmospheric Administration (NOAA) suggest that some 5,000 barrels (210,000 US gallons) of oil per day are escaping from the well.”

The SEC alleges that BP omitted from its disclosure the material fact that, by this date, it possessed at least six estimates, calculations and data indicating that the oil flow rate far exceeded 5,000 bopd. Therefore, it was no longer accurate to suggest that 5,000 bopd was the best estimate or that the NOAA estimate was the current estimate.

The SEC’s complaint further alleges that BP executives made numerous public statements in May 2010 supporting the 5,000 bopd flow rate estimate and criticizing other estimates despite internal evidence showing that flow rates were likely well in excess of 5,000 bopd. Eventually on August 2, the Flow Rate Technical Group consisting of government and academic experts tasked with reaching a final official flow rate estimate announced that the flow rate estimate was 52,700 to 62,200 bopd. BP never corrected or updated its material misrepresentations and omissions about the flow rate.

BP has consented to the entry of a final judgment ordering it to pay the $525 million penalty and permanently restraining and enjoining the company from violating Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20 and 13a-16. The proposed final judgment is subject to court approval.

The SEC’s investigation, which is continuing, has been conducted by Brian P. Thomas, Matthew S. Raalf, Kelly L. Gibson, Michael F. McGraw, John S. Rymas, Colleen K. Lynch, Jeffrey Boujoukos, Michael J. Rinaldi, and Elaine C. Greenberg in the Philadelphia Regional Office. The SEC appreciates the assistance of the Department of Justice’s Deepwater Horizon Task Force and the United Kingdom Financial Services Authority. (Press Rel. 2012-231); [SEC v. BP p.l.c., Case No. 2:12-cv-02774 (E.D. La.)] (LR-22531)

MassMutual to Pay $1.625 Million after SEC Investigation Highlights Prior Insufficient Disclosures about Annuity Product
MassMutual Changes Product Before Any Investors Harmed

The Securities and Exchange Commission today charged Massachusetts Mutual Life Insurance Company with securities law violations for failing to sufficiently disclose the potential negative impact of a “cap” it placed on a complex investment product that investors were planning to use for retirement.

The SEC’s investigation found that MassMutual included a cap feature in certain optional riders offered to investors, and the cap potentially affected $2.5 billion worth of MassMutual variable annuities. Neither the prospectuses nor the sales literature sufficiently explained that if the cap was reached, the guaranteed minimum income benefit (GMIB) value would no longer earn interest. MassMutual’s disclosures instead implied that interest would continue to accrue after the GMIB value reached the cap, and dollar-for-dollar withdrawals would remain available to investors. A number of MassMutual’s own sales agents were confused by the language in the disclosures, and investors were not sufficiently informed of the potential negative effect of taking withdrawals if they reached the cap approximately a decade from now.

MassMutual, which removed the cap after the SEC’s investigation to ensure that no investors will be harmed, has agreed to settle the charges and pay a $1.625 million penalty.

“Investors shouldn’t have their retirement nest eggs at risk because of undisclosed investment complexities,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “Through our proactive investigative efforts, we exposed a problem with a complex variable annuity investment at least a decade before it could have harmed investors.”

According to the SEC’s order instituting settled administrative proceedings, MassMutual offered GMIB 5 and 6 riders from 2007 to 2009 as an optional feature on certain variable annuity products. The GMIB rider sets a minimum floor for a future amount that can be applied to an annuity option, known as the “GMIB value.” Unlike the contract value of the annuity that fluctuates with the performance of the underlying investment, the GMIB value increases by a compound annual interest rate of either 5 or 6 percent and allows investors to make withdrawals any time during the annuity’s accumulation phase.

According to the SEC’s order, MassMutual advertised its GMIB riders as providing “Income Now” if investors elected to make withdrawals during the accumulation phase or “Income Later” if they elected to receive annuity payments. MassMutual’s sales literature highlighted the guarantee provided by the riders by stating, “Even if your contract value drops to zero, you can apply your GMIB value to a fixed or variable annuity.” The riders included a maximum GMIB value, and investors could not reach this cap until 2022. If the GMIB value reached the cap, every dollar withdrawn would reduce the GMIB value by a pro-rata amount tied to the percentage decrease on the contract value. After a number of such withdrawals, depending on market conditions, both the contract value and the GMIB value could decline and adversely affect the amount a customer could apply to an annuity and the future income stream.

The SEC’s investigation found that a number of MassMutual sales agents and others did not understand that all withdrawals taken after the GMIB value reached the cap would result in such pro-rata reductions. After reviewing MassMutual’s prospectuses and other disclosures, they believed that if the GMIB value reached the cap, investors could take withdrawals and the GMIB value would remain at the cap. Some sales agents mistakenly believed that investors could maximize their benefits by waiting until the GMIB value reaches the cap, taking annual 5 or 6 percent withdrawals, and annuitizing their contracts in order to receive an income stream tied to the maximum GMIB value. But in reality, following such an investment strategy could have had severe adverse consequences for investors. By taking withdrawals annually after the cap is reached, investors would proportionately reduce their GMIB values and in turn potentially decrease their future income streams. In a worst-case scenario, they would withdraw all of their contract value, the GMIB value would decline to zero, and they would be left with nothing to annuitize and, consequently, no future income stream.

According to the SEC’s order, while MassMutual was offering GMIB riders, there were indications that sales agents and others did not understand the effect of post-cap withdrawals on the GMIB value, which should have alerted the company to the fact that its disclosures were inadequate. Beginning May 1, 2009, after it stopped offering the riders, MassMutual revised its prospectuses to better explain the consequences of taking withdrawals after the GMIB value reaches the cap. Following the SEC’s investigation, MassMutual undertook the remedial step of removing the cap entirely from these riders in order to guarantee that no investor will ever reach the cap. This action contributed to the determination of the penalty amount. MassMutual consented to the SEC’s order without admitting or denying the findings. In addition to the $1.625 million penalty, MassMutual agreed to cease and desist from committing or causing any violations and any future violations of Section 34(b) of the Investment Company Act.

The SEC’s investigation was conducted by Attorney-Advisor Daniel H. Rubenstein and supervised by Associate Director Stephen L. Cohen and Assistant Director C. Joshua Felker.

(Press Rel. 2012-230; Rel. IC-30264; File No. 3-15095)

Securities and Exchange Commission Orders Hearing on Registration Suspension or Revocation Against Ten 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 ten companies for failure to make required periodic filings with the Commission:

  • Changed E-Mail, Inc.
  • Channel America Broadcasting, Inc.
  • Charys Holding Co., Inc.
  • Children’s Wonderland, Inc.
  • Cornerstone Ministries Investments, Inc.
  • County Seat Stores, Inc.
  • CRCB Corp.
  • Crowley Financial Services, Inc.
  • Crystal Finance Holding Corp.
  • Cumberland Mountain Bancshares, Inc.

In this Order, the Division of Enforcement (Division) alleges that the ten 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 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. 34-68248; File No. 3-15096)


Medley Capital Corporation, et al.

An order has been issued on an application filed by Medley Capital Corporation (Company), et al. for an order under Section 6(c) of the Investment Company Act of 1940 (Act) for an exemption from Sections 18 and 61(a) of the Act. The order permits the Company to adhere to a modified asset coverage requirement. (Rel. IC-30262 — November 14)

Trust for Professional Managers and Collins Capital Investments, LLC

An order has been issued on an application filed by Trust for Professional Managers and Collins Capital Investments, LLC, exempting applicants from Section 15(a) of the Investment Company Act of 1940 (Act) and Rule 18f-2 under the Act, as well as from certain disclosure requirements. The order permits the applicants to enter into and materially amend subadvisory agreements without shareholder approval and grants relief from certain disclosure requirements. (Rel. IC-30263 — November 14)


Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by Chicago Board Options Exchange, Incorporated (SR-CBOE-2012-106) to delay the implementation date of changes to Market-Makers’ continuous quoting obligations has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68218)

A proposed rule change filed by the Chicago Stock Exchange, Inc. to amend its order cancellation fee (SR-CHX-2012-15) 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 19. (Rel. 34-68219)

A proposed rule change filed by National Stock Exchange, Inc. (SR-NSX-2012-19) to amend its Fee and Rebate Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68226)

A proposed rule change filed by NYSE Arca, Inc. (SR-NYSEArca-2012-123) to change the monthly fees for the use of ports has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68227)

A proposed rule change filed by National Stock Exchange, Inc. (SR-NSX-2012-21) to amend its Fee and Rebate Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68228)

A proposed rule change filed by New York Stock Exchange LLC to change the monthly fees for the use of ports (SR-NYSE-2012-60) 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 19. (Rel. 34-68229)

A proposed rule change submitted by NYSE Arca, Inc. (SR-NYSEARCA-2012-122) to amend the NYSE Arca Options Fee Schedule to introduce fees for the use of ports 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 19. (Rel. 34-68230)

A proposed rule change submitted by NYSE MKT LLC (SR-NYSEMKT-2012-60) to amend the Amex Options fee schedule to introduce fees for the use of ports 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 19. (Rel. 34-68231)

A proposed rule change (SR-NASDAQ-2012-127) relating to non-penny pilot and penny pilot options 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 19. (Rel. 34-68232)

Filing of an Advance Notice

The Options Clearing Corporation (OCC) filed an advanced notice (AN-OCC-2012-04) under Section 806(e)(1) of the Payment, Clearing, and Settlement Supervision Act of 2010 to revise the method for determining the minimum clearing fund size to include consideration of the amount necessary to draw on secured credit facilities. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68225)


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.

        NORTH BRUNSWICK, NJ, 08902, 732 545 1590 - 
        115,000,000 ($4,307,750.00) Equity, (File 333-184928 - Nov. 14) 
        (BR. 01A)

        NORTH BRUNSWICK, NJ, 08902, 732 545 1590 - 
        33,836,364 ($1,267,171.83) Equity, (File 333-184929 - Nov. 14) (BR. 01A)

        301-838-2500 - 0 ($86,250,000.00) Equity, (File 333-184930 - Nov. 14) 
        (BR. 01)

S-4     Riverbed Technology, Inc., 199 FREMONT STREET, SAN FRANCISCO, CA, 
        94105, (415) 247-8800 - 0 ($122,999,045.40) Equity, (File 333-184932 - 
        Nov. 14) (BR. 03A)

        40 MONUMENT CIRCLE SUITE 700, INDIANAPOLIS, IN, 46204, 3172660100 - 
        0 ($3,705,634.09) Equity, (File 333-184933 - Nov. 14) (BR. 11A)

S-8     STARRETT L S CO, 121 CRESCENT ST, ATHOL, MA, 01331, 978-249-3551 - 
        1,000,000 ($10,810,000.00) Equity, (File 333-184934 - Nov. 14) (BR. 06C)

        (510) 576-4400 - 4,500,000 ($21,690,000.00) Equity, (File 333-184941 - 
        Nov. 14) (BR. 10B)

        PO BOX 1396, HOUSTON, TX, 77251, 7132152000 - 0 ($400,000,000.00) Debt, 
        (File 333-184942 - Nov. 14) (BR. 02C)

        337-521-4788 - 0 ($10,000,000.00) Debt, (File 333-184943 - Nov. 14) 
        (BR. 07C)

        GA, 30071, 7702428723 - 15,167,448 ($9,707,167.00) Other, 
        (File 333-184944 - Nov. 14) (BR. 10A)

S-8     DELL INC, ONE DELL WAY, STED, ROUND ROCK, TX, 78682-2244, 5127284737 - 
        0 ($136,402,315.00) Equity, (File 333-184945 - Nov. 14) (BR. 03B)

        1-781-398-0700 - 750,000 ($258,750.00) Equity, (File 333-184946 - 
        Nov. 14) (BR. 01A)

S-3     PowerShares DB Multi-Sector Commodity Trust, 
        (212) 250-5883 - 0 ($1.00) Other, (File 333-184947 - Nov. 14) (BR. 08B)

S-1     Heatwurx, Inc., PO BOX 3367, GREENWOOD VILLAGE, CO, 80155, 3038878888 - 
        11,360,000 ($25,297,750.00) Equity, (File 333-184948 - Nov. 14) (BR. )


Form 8-K is used by companies to file current reports on the following events:


Entry into a Material Definitive Agreement


Termination of a Material Definitive Agreement


Bankruptcy or Receivership


Completion of Acquisition or Disposition of Assets


Results of Operations and Financial Condition


Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement


Cost Associated with Exit or Disposal Activities


Material Impairments


Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing


Unregistered Sales of Equity Securities


Material Modifications to Rights of Security Holders


Changes in Registrant's Certifying Accountant


Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review


Changes in Control of Registrant


Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer


Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


Temporary Suspension of Trading Under Registrant's Employee Benefit Plans


Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics


Change in Shell Company Status


ABS Informational and Computational Material.


Change of Servicer or Trustee.


Change in Credit Enhancement or Other External Support.


Failure to Make a Required Distribution.


Securities Act Updating Disclosure.


Regulation FD Disclosure


Other Events


Financial Statements and Exhibits

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.

NAME OF ISSUER                          CODE     8K ITEM NO.          DATE        COMMENT


AEROFLEX HOLDING CORP.                  DE       5.07                 11/14/12

ALASKA PACIFIC BANCSHARES INC           AK       2.02,9.01            11/14/12

ALION SCIENCE & TECHNOLOGY CORP         DE       5.05,9.01            11/13/12

ALLIANCE DATA SYSTEMS CORP              DE       8.01,9.01            11/14/12

Alliance HealthCare Services, Inc       CA       7.01                 11/09/12

ALLIANCEBERNSTEIN HOLDING L.P.          DE       7.01,9.01            11/13/12

ALLIANCEBERNSTEIN L.P.                  DE       7.01,9.01            11/13/12

Alliqua, Inc.                           FL       3.02,5.02,9.01       11/08/12

Alliqua, Inc.                           FL       3.02,5.02,9.01       11/08/12

Amarantus BioSciences, Inc.             DE       1.01,5.03,9.01       11/13/12

AMERICAN DG ENERGY INC                  DE       2.02,9.01            11/13/12

American Midstream Partners, LP         DE       2.02,9.01            11/13/12

AMERICAN REALTY CAPITAL HEALTHCARE TR   MD       1.01,2.02,9.01       11/12/12

AMERICAN REALTY CAPITAL NEW YORK RECO   MD       1.01,2.02,9.01       11/12/12

American Realty Capital Trust IV, Inc   MD       1.01                 11/12/12

AMSURG CORP                             TN       7.01,9.01            11/14/12

ANGIOTECH PHARMACEUTICALS INC                    2.02,9.01            11/14/12

ANGIOTECH PHARMACEUTICALS INC                    5.02                 11/14/12

Antero Resources LLC                    DE       7.01,8.01,9.01       11/14/12

ANTS SOFTWARE INC                       DE       5.02                 11/13/12

APRIA HEALTHCARE GROUP INC              DE       2.02,9.01            11/14/12

ARAMARK CORP                            DE       2.02,9.01            11/14/12

ARC Group Worldwide, Inc.               UT       5.02                 11/13/12

ARC Group Worldwide, Inc.               UT       2.02,9.01            08/14/12

ARCTIC CAT INC                          MN       5.02,9.01            11/12/12

ARKANSAS BEST CORP /DE/                 DE       7.01                 11/14/12

ARMSTRONG WORLD INDUSTRIES INC          PA       7.01,8.01,9.01       11/07/12

Ascent Capital Group, Inc.              DE       2.03                 11/07/12

ASPEN INSURANCE HOLDINGS LTD            D0       7.01,9.01            11/14/12

ASSURANT INC                                     2.05                 11/14/12

ASTEA INTERNATIONAL INC                 DE       2.02,9.01            11/14/12

ASTROTECH Corp \WA\                     WA       2.02,9.01            11/14/12

AUBURN NATIONAL BANCORPORATION, INC     DE       8.01,9.01            11/13/12

AUTHENTIDATE HOLDING CORP               DE       2.02,9.01            11/14/12

AVIAT NETWORKS, INC.                    DE       5.07                 11/13/12

Bank of the Carolinas CORP              NC       2.02,9.01            11/09/12

BB&T CORP                               NC       7.01,9.01            11/14/12

BEHRINGER HARVARD REIT I INC            MD       7.01,9.01            11/14/12

BEST BUY CO INC                         MN       7.01,9.01            11/14/12

BIOTIME INC                             CA       7.01,9.01            11/14/12

BofI Holding, Inc.                      DE       5.07                 11/08/12

Boston Therapeutics, Inc.               DE       1.01,5.02,9.01       11/13/12

BRIDGFORD FOODS CORP                    CA       7.01,9.01            11/12/12

BSQUARE CORP /WA                        WA       2.02,9.01            11/14/12

CAM Group, Inc.                         NV       1.01,9.01            11/14/12

CAMBRIDGE HEART INC                     DE       2.02,8.01,9.01       09/30/12

Canadian Tactical Training Academy In   NV       7.01,9.01            11/14/12

CAPITOL BANCORP LTD                     MI       2.02,9.01            11/14/12

CARPENTER TECHNOLOGY CORP               DE       5.07                 10/13/11    AMEND

CCOM Group, Inc.                        NY       2.02,9.01            11/14/12

CENTERLINE HOLDING CO                   DE       1.01,9.01            11/09/12

CenterState Banks, Inc.                 FL       7.01                 11/14/12

CENTRAL FEDERAL CORP                    DE       2.02,9.01            11/14/12

CHEMUNG FINANCIAL CORP                  NY       8.01,9.01            11/14/12

China Bull Management Inc               NV       8.01                 09/30/12

CHINA JO-JO DRUGSTORES, INC.                     8.01,9.01            11/14/12

China Shengda Packaging Group Inc.      NV       7.01,9.01            11/13/12

China Shengda Packaging Group Inc.      NV       8.01,9.01            11/14/12

China XD Plastics Co Ltd                NV       5.02                 11/14/12

CICERO INC                              DE       5.02                 11/09/12

CITIZENS BANCSHARES CORP /GA/           GA       2.02,9.01            11/14/12

Cleantech Solutions International, In   DE       2.02,7.01,9.01       11/09/12

CME GROUP INC.                          DE       1.01,2.03,9.01       11/08/12

CME GROUP INC.                          DE       5.03,9.01            11/07/12

CMS ENERGY CORP                         MI       1.01,9.01            11/09/12

CNB FINANCIAL CORP/PA                   PA       8.01,9.01            11/13/12

COAST DISTRIBUTION SYSTEM INC           DE       2.02,9.01            11/14/12

Cole Credit Property Trust II Inc       MD       1.01,5.03,7.01,8.01, 11/07/12
Community Choice Financial Inc.                  2.02,9.01            11/14/12    AMEND

COMMUNITY FINANCIAL SHARES INC          DE       1.01,3.02,5.01,5.02, 11/13/12
CONSOLIDATED EDISON INC                 NY       8.01                 11/13/12

CONTINENTAL MATERIALS CORP              DE       2.02,9.01            11/14/12

Cornerstone OnDemand Inc                DE       2.02,9.01            11/12/12

CORONADO BIOSCIENCES INC                DE       2.02,9.01            11/14/12

Corporate Capital Trust, Inc.           MD       2.02,9.01            11/14/12

COVENANT BANCSHARES, INC.               IL       8.01                 11/06/12

COVER ALL TECHNOLOGIES INC              DE       2.02,9.01            11/14/12

Crestwood Midstream Partners LP         DE       1.01,2.03,9.01       11/14/12

Crumbs Bake Shop, Inc.                  DE       2.02,9.01            11/13/12

DAKTRONICS INC /SD/                     SD       1.01,9.01            11/09/12

DANE EXPLORATION INC.                   NV       4.01,9.01            11/12/12

DAWSON GEOPHYSICAL CO                   TX       2.02,9.01            11/14/12

DEERE & CO                              DE       7.01                 11/14/12

Del Frisco's Restaurant Group, Inc.     DE       5.02,9.01            11/12/12

DEL TORO SILVER CORP.                   NV       7.01                 11/13/12

DELTATHREE INC                          DE       2.02,9.01            11/14/12

Destination Maternity Corp              DE       8.01,9.01            11/08/12

DGSE COMPANIES INC                      NV       8.01,9.01            11/13/12

Diamond Foods Inc                       DE       2.02,9.01            11/14/12

Diamond Foods Inc                       DE       5.02,9.01            11/13/12

Diamond Resorts Corp                    MD       2.02,9.01            11/14/12

DiamondRock Hospitality Co                       7.01,9.01            11/13/12

Diversified Resources Inc.              NV       5.03,9.01            10/23/12

DOW CHEMICAL CO /DE/                    DE       8.01,9.01            11/06/12

Dr Pepper Snapple Group, Inc.           DE       1.01,9.01            11/13/12

Duke Energy CORP                        DE       8.01,9.01            11/13/12

DUMA ENERGY CORP                        NV       8.01                 11/13/12

DUMA ENERGY CORP                        NV       7.01,9.01            11/14/12

DYNATRONICS CORP                        UT       2.02,9.01            11/14/12

DYNEGY INC.                             DE       7.01,9.01            11/14/12

DYNEGY INC.                             DE       8.01                 11/14/12

E TRADE FINANCIAL Corp                  DE       1.01,8.01,9.01       11/14/12

EATON VANCE CORP                        MD       8.01,9.01            11/12/12

EBIX INC                                DE       5.07                 11/13/12

Eco Energy Pumps, Inc.                  NV       1.01,4.01,4.02       11/13/12

EMCORE CORP                             NJ       8.01                 11/09/12

Emrise CORP                             DE       2.02,7.01,9.01       11/12/12

ENERGY FOCUS, INC/DE                    DE       2.02,9.01            11/14/12

ENTREMED INC                            DE       2.02,9.01            11/14/12

ENVIVIO INC                             DE       2.02,9.01            11/13/12

EPICEPT CORP                                     2.02,8.01,9.01       11/14/12

EQM Technologies & Energy, Inc.         DE       2.02,9.01            11/14/12

EQUITY ONE, INC.                                 2.02,7.01            11/14/12

ERBA Diagnostics, Inc.                  DE       2.02,9.01            11/14/12

ETHAN ALLEN INTERIORS INC               DE       5.07                 11/13/12

Eureka Financial Corp.                           2.02,9.01            11/09/12

EXAR CORP                               DE       4.01,9.01            11/12/12

Federal Home Loan Bank of Cincinnati    X1       2.03,9.01            11/08/12

Federal Home Loan Bank of Des Moines    X1       2.03,9.01            11/09/12

Federal Home Loan Bank of Indianapoli   X1       2.03,9.01            11/08/12

Federal Home Loan Bank of Topeka                 2.03,9.01            11/08/12

FedFirst Financial Corp                          8.01,9.01            11/14/12

FIDUS INVESTMENT Corp                   MD       5.02,9.01            11/13/12

FIELDPOINT PETROLEUM CORP               CO       2.02,7.01,9.01       11/14/12

FIFTH THIRD BANCORP                     OH       7.01,9.01            11/14/12

First American Financial Corp           DE       1.01,9.01            11/14/12

FIRST FINANCIAL HOLDINGS INC /DE/       DE       7.01,9.01            11/14/12

FIRST MARBLEHEAD CORP                            5.07,7.01,9.01       11/13/12

FIRST MID ILLINOIS BANCSHARES INC       DE       8.01                 11/13/12

FIRST NATIONAL CORP /VA/                VA       5.02,9.01            11/07/12

FIRSTCITY FINANCIAL CORP                DE       2.02,7.01,9.01       11/14/12

FIRSTCITY FINANCIAL CORP                DE       2.02,9.01            11/14/12

FLOTEK INDUSTRIES INC/CN/               DE       1.01,8.01,9.01       11/12/12

FLUOR CORP                              DE       1.01,1.02,2.03       11/09/12

FOREST OIL CORP                         NY       5.02,8.01,9.01       11/12/12

Fortegra Financial Corp                 DE       5.02                 11/07/12

FRESH START PRIVATE MANAGEMENT, INC.    NV       4.01,9.01            11/14/12

FriendFinder Networks Inc.              NV       2.02,9.01            11/14/12

FROZEN FOOD EXPRESS INDUSTRIES INC      TX       2.02,9.01            11/14/12

FS Energy & Power Fund                  DE       2.02,9.01            11/14/12

FS Investment CORP                      MD       2.02,9.01            11/14/12

FS Investment Corp II                   MD       2.02,9.01            11/14/12

Fuelstream INC                          DE       5.02                 11/13/12

FutureFuel Corp.                        DE       8.01,9.01            11/14/12

G&K SERVICES INC                        MN       5.07                 11/08/12

GARDNER DENVER INC                      DE       7.01,9.01            11/13/12

GCI INC                                 AK       8.01,9.01            11/09/12

GE Dealer Floorplan Master Note Trust   DE       1.01,6.05,9.01       11/09/12

GELTOLOGY INC                           DE       1.01,2.01            07/11/12    AMEND

GENERAL COMMUNICATION INC               AK       8.01,9.01            11/09/12

General Finance CORP                    DE       7.01,9.01            11/13/12

GENERAL STEEL HOLDINGS INC              NV       7.01,9.01            11/07/12

GENESIS GROUP HOLDINGS INC                       1.01,5.02,9.01       11/01/12

GEORGIA GULF CORP /DE/                  DE       8.01,9.01            11/14/12

GEOSPACE TECHNOLOGIES CORP              DE       8.01,9.01            11/14/12

GeoVax Labs, Inc.                       DE       2.02,9.01            11/14/12

Global Eagle Acquisition Corp.          DE       1.01,3.02,9.01       11/08/12

Global Telecom & Technology, Inc.       DE       2.02,9.01            11/14/12

Globalstar, Inc.                        DE       2.02,7.01,9.01       11/14/12

Gold & Gemstone Mining Inc.             NV       2.01,5.01,5.02,5.06, 05/04/12    AMEND
Golub Capital BDC, Inc.                 DE       8.01                 11/14/12

GRANT PARK FUTURES FUND LIMITED PARTN   IL       7.01,9.01            11/09/12

Graystone Co                            DE       3.02                 11/13/12

Griffin Capital Net Lease REIT, Inc.             7.01,9.01            11/14/12

Griffin Capital Net Lease REIT, Inc.             7.01,8.01,9.01       11/08/12

GRIFFIN LAND & NURSERIES INC            DE       8.01,9.01            11/14/12

GRIFFIN LAND & NURSERIES INC            DE       5.02,7.01,9.01       11/13/12

Griffin-American Healthcare REIT II,    MD       7.01,9.01            11/14/12

GSE SYSTEMS INC                         DE       9.01                 09/30/12

Gulf United Energy, Inc.                NV       8.01                 11/14/12

GULFMARK OFFSHORE INC                   DE       7.01,9.01            11/13/12

HALCON RESOURCES CORP                   DE       5.02                 11/08/12

Hallwood Group Inc                      DE       2.02,9.01            11/13/12

HANGER, INC.                            DE       7.01,9.01            11/14/12

HAWTHORN BANCSHARES, INC.               MO       2.02,9.01            11/14/12

HEINZ H J CO                            PA       5.02,9.01            11/14/12

HERITAGE FINANCIAL CORP /WA/            WA       8.01,9.01            11/14/12

Heron Lake BioEnergy, LLC               MN       5.02                 11/12/12

HIGHWATER ETHANOL LLC                            5.02                 11/09/12

HOT TOPIC INC /CA/                      CA       2.02,8.01,9.01       11/14/12

HOTEL OUTSOURCE MANAGEMENT INTERNATIO   DE       5.02                 11/08/12

HPC POS SYSTEM, CORP.                   NV       4.02                 11/13/12

HPC POS SYSTEM, CORP.                   NV       4.02                 11/12/12    AMEND

IDERA PHARMACEUTICALS, INC.             DE       1.01,3.02,3.03,5.02, 11/09/12
IDS Solar Technologies, Inc.            NV       1.01,9.01            11/08/12

IHS Inc.                                DE       7.01,9.01            11/14/12

IMAGING DIAGNOSTIC SYSTEMS INC /FL/     FL       4.01,9.01            11/14/12

INFOSONICS CORP                                  2.02,9.01            11/14/12

InfuSystem Holdings, Inc                DE       2.02,9.01            11/14/12

INLAND REAL ESTATE CORP                 MD       8.01,9.01            11/13/12

INTEGRAL TECHNOLOGIES INC               NV       1.01,5.02,9.01       11/14/12

INTEGRYS ENERGY GROUP, INC.             WI       5.02                 11/08/12

INTELLIGENT SYSTEMS CORP                GA       2.02,9.01            11/14/12

INTELLIGENT SYSTEMS CORP                GA       4.02                 11/08/12

InterCore Energy, Inc.                  DE       8.01                 11/14/12

INTERPUBLIC GROUP OF COMPANIES, INC.    DE       8.01,9.01            11/14/12

Intrepid Potash, Inc.                   DE       7.01,9.01            11/14/12

IsoRay, Inc.                            MN       2.02,9.01            11/14/12

IsoRay, Inc.                            MN       2.02,9.01            11/14/12

ITC Holdings Corp.                      MI       5.02,8.01            11/08/12

JACK IN THE BOX INC /NEW/               DE       7.01,9.01            11/13/12

JACKSONVILLE BANCORP INC /FL/           FL       2.02,9.01            11/14/12

JDA SOFTWARE GROUP INC                  DE       8.01,9.01            11/14/12

JOHNSON OUTDOORS INC                    WI       7.01,9.01            11/14/12

KB HOME                                 DE       5.02                 11/08/12

KENNAMETAL INC                          PA       5.02,9.01            11/12/12

KEYSTONE CONSOLIDATED INDUSTRIES INC    DE       2.02,7.01,9.01       11/14/12

KINGOLD JEWELRY, INC.                   DE       8.01,9.01            11/13/12

LANDEC CORP \CA\                        CA       5.02                 11/13/12

LaPorte Bancorp, Inc.                   MD       8.01,9.01            11/08/12

Laredo Petroleum Holdings, Inc.         DE       7.01,9.01            11/14/12

Leatt Corp                              NV       2.02,9.01            11/14/12

Leo Motors, Inc.                                 5.02                 10/15/12

Lifevantage Corp                        CO       8.01,9.01            11/14/12

LMI AEROSPACE INC                       MO       5.02,7.01,9.01       11/08/12

Longhai Steel Inc.                      NV       5.02                 11/13/12

MACK CALI REALTY CORP                   MD       1.01,7.01,9.01       11/13/12

MAGNUM HUNTER RESOURCES CORP            DE       1.01,2.03,8.01,9.01  11/07/12

MAKO Surgical Corp.                     DE       8.01,9.01            11/14/12

Marina Biotech, Inc.                    DE       1.01,9.01            05/03/12    AMEND

MARKWEST ENERGY PARTNERS L P                     7.01,9.01            11/13/12

Marlborough Software Development Hold   DE       2.02,9.01            11/14/12

Matson, Inc.                            HI       7.01,9.01            11/14/12

MATTSON TECHNOLOGY INC                  DE       3.01                 11/14/12

MEDICAL ALARM CONCEPTS HOLDINGS INC     NV       7.01                 11/14/12

MEDIFAST INC                            DE       5.02,9.01            11/13/12

MEDIWARE INFORMATION SYSTEMS INC        NY       5.03,9.01            11/09/12    AMEND

MERITOR INC                             IN       2.02,2.05,9.01       11/14/12

MERRIMACK PHARMACEUTICALS INC           DE       1.01,2.02,2.03,9.01  11/08/12

MONDIAL VENTURES, INC.                  NV       1.01,2.01,3.02,9.01  10/30/12

MONITRONICS INTERNATIONAL INC           TX       2.03                 11/07/12

MOSAIC CO                                        7.01,9.01            11/13/12

MRI INTERVENTIONS, INC.                 DE       2.02,9.01            11/14/12

MSB FINANCIAL CORP.                     X1       8.01                 11/12/12

NATIONAL BANKSHARES INC                 VA       5.02                 11/14/12

NATIONAL BANKSHARES INC                 VA       8.01,9.01            11/14/12

NAVIDEA BIOPHARMACEUTICALS, INC.        DE       8.01,9.01            11/13/12    AMEND

Neiman Marcus, Inc.                     DE       8.01,9.01            11/14/12

Neonode, Inc                            DE       2.02,9.01            11/14/12

NeoStem, Inc.                           DE       1.02,2.01,2.05,2.06, 11/13/12
NeoStem, Inc.                           DE       2.02,7.01,9.01       11/14/12

NetApp, Inc.                            CA       2.02,7.01,9.01       11/14/12

NETSOL TECHNOLOGIES INC                 NV       2.02,9.01            11/14/12

NeurogesX Inc                           CA       1.01,2.03,3.02,5.02  11/12/12

NeurogesX Inc                           CA       2.02,8.01,9.01       11/14/12

New Concept Energy, Inc.                NV       2.02,9.01            11/13/12

NEWFIELD EXPLORATION CO /DE/            DE       5.02,9.01            11/09/12

NEWLINK GENETICS CORP                            8.01,9.01            11/14/12

NEWS CORP                                        8.01,9.01            11/14/12

NORDSTROM INC                           WA       8.01,9.01            11/13/12

NUTRI SYSTEM INC /DE/                   DE       1.01,1.02,2.03,9.01  11/08/12

OFFICE DEPOT INC                        DE       3.03,8.01,9.01       11/09/12

OLD POINT FINANCIAL CORP                VA       7.01,9.01            11/14/12

Onteco Corp                             NV       1.01,3.02,9.01       10/25/12

Opexa Therapeutics, Inc.                TX       2.02,9.01            11/14/12

Opexa Therapeutics, Inc.                TX       7.01,9.01            11/14/12

OptimizeRx Corp                         NV       2.02                 11/14/12

OptimizeRx Corp                         NV       2.02                 11/14/12    AMEND

ORBIT INTERNATIONAL CORP                DE       2.02,9.01            11/13/12

Oritani Financial Corp                  DE       8.01                 11/14/12

OSL HOLDINGS INC.                                1.01                 11/08/12

OVERLAND STORAGE INC                    CA       2.02,9.01            11/14/12

OXFORD INDUSTRIES INC                   GA       5.02                 11/14/12

PALATIN TECHNOLOGIES INC                DE       2.02,9.01            11/14/12

PANERA BREAD CO                         DE       5.02                 11/14/12

PARK NATIONAL CORP /OH/                 OH       7.01,9.01            11/14/12

PC CONNECTION INC                       DE       5.02                 11/12/12

Pebblebrook Hotel Trust                 MD       7.01,9.01            11/12/12

PennantPark Floating Rate Capital Ltd            2.02,9.01            11/14/12

PENNANTPARK INVESTMENT CORP                      2.02,9.01            11/14/12

PEREGRINE PHARMACEUTICALS INC           DE       3.01,9.01            11/14/12

Pernix Group, Inc.                               5.07                 11/12/12

PETSMART INC                            DE       2.02,5.02,9.01       11/13/12

PHARMOS CORP                            NV       8.01                 11/08/12

PIEDMONT NATURAL GAS CO INC             NC       1.01                 11/09/12

PILGRIMS PRIDE CORP                     DE       7.01,9.01            11/13/12

PNC FINANCIAL SERVICES GROUP, INC.      PA       2.02,9.01            11/13/12

PostRock Energy Corp                    DE       8.01                 11/13/12

POWER SOLUTIONS INTERNATIONAL, INC.     DE       2.02,9.01            11/12/12

PRIVATEBANCORP, INC                     DE       8.01,9.01            11/14/12

PROGRESSIVE CORP/OH/                    OH       7.01,9.01            11/14/12

QKL Stores Inc.                         DE       2.02,9.01            11/14/12

QUANTUM CORP /DE/                       DE       2.05                 11/08/12

Raider Ventures Inc.                    NV       4.01,9.01            11/02/12

RAIT Financial Trust                    MD       7.01,9.01            11/14/12

Rand Logistics, Inc.                    DE       7.01,9.01            11/08/12

RealD Inc.                              DE       5.03                 11/13/12

RealD Inc.                              DE       8.01,9.01            11/14/12

RED MOUNTAIN RESOURCES, INC.            FL       5.07                 11/14/12

REGIONS FINANCIAL CORP                  DE       7.01,9.01            11/14/12

RELM WIRELESS CORP                      NV       2.02,9.01            11/14/12

REPUBLIC BANCORP INC /KY/               KY       7.01,9.01            11/14/12

Revel AC, Inc.                          DE       8.01,9.01            11/14/12

RigNet, Inc.                            DE       7.01,9.01            11/13/12

ROCKWELL COLLINS INC                    DE       5.02,9.01            11/14/12

ROSETTA STONE INC                                5.02,9.01            11/13/12

ROYAL GOLD INC                          DE       8.01,9.01            11/14/12

RXi Pharmaceuticals Corp                DE       2.02,9.01            11/14/12

S Y BANCORP INC                         KY       8.01,9.01            11/13/12

SAFEGUARD SCIENTIFICS INC               PA       8.01,9.01            11/14/12

Samson Oil & Gas LTD                    C3       5.07,9.01            11/09/12

SANFILIPPO JOHN B & SON INC             DE       7.01,9.01            11/14/12

Santa Fe Petroleum, Inc.                DE       1.01,2.01,3.02,5.01, 11/14/12    AMEND
SATCON TECHNOLOGY CORP                  DE       3.01                 11/12/12

SAVIENT PHARMACEUTICALS INC             DE       2.02,9.01            11/08/12

SEARS HOLDINGS CORP                     DE       8.01,9.01            11/14/12

SEMPRA ENERGY                           CA       5.02                 11/13/12

SERVICE CORPORATION INTERNATIONAL       TX       7.01,9.01            11/14/12

SERVICEMASTER CO                        DE       2.02,9.01            11/14/12

Seven Seas Cruises S. DE R.L.           R1       5.02                 11/14/12

Shengkai Innovations, Inc.              FL       2.02,9.01            11/14/12

SHERWIN WILLIAMS CO                     OH       1.01,2.03,9.01       11/14/12

Shiner International, Inc.              NV       2.02,9.01            11/14/12

SILVER HORN MINING LTD.                 DE       1.01,3.02,9.01       11/08/12

Solar Power, Inc.                       CA       2.02,9.01            11/14/12

SOLAZYME INC                            DE       2.02,9.01            11/14/12

SOUTH AMERICAN GOLD CORP.               NV       4.01,9.01            11/13/12

SPAR GROUP INC                          DE       5.02,9.01            11/08/12

Spectrum Brands Holdings, Inc.          DE       2.02,9.01            11/14/12

SPECTRUM GROUP INTERNATIONAL, INC.      DE       5.03,9.01            11/12/12

Spirit Airlines, Inc.                   DE       7.01,9.01            11/13/12

SPRINT NEXTEL CORP                      KS       8.01,9.01            11/08/12

Spy Inc.                                DE       2.02,9.01            11/13/12

STANCORP FINANCIAL GROUP INC            OR       8.01,9.01            11/13/12

STANCORP FINANCIAL GROUP INC            OR       5.02,9.01            11/12/12

STAPLES INC                             DE       2.02,9.01            11/14/12

STEINWAY MUSICAL INSTRUMENTS INC        DE       8.01                 11/10/12

STRATEGIC HOTELS & RESORTS, INC                  2.02,9.01            11/08/12

STRATUS PROPERTIES INC                  DE       2.02,9.01            11/14/12

SUBURBAN PROPANE PARTNERS LP            DE       5.02,9.01            11/13/12

SUBURBAN PROPANE PARTNERS LP            DE       7.01,8.01,9.01       11/14/12

Sucampo Pharmaceuticals, Inc.                    7.01,9.01            11/14/12

SUMMIT FINANCIAL SERVICES GROUP INC     FL       2.02,9.01            11/14/12

Surna Inc.                              NV       4.01                 11/10/12

Sutor Technology Group LTD                       2.02,7.01,9.01       11/14/12

SW China Imports, Inc.                  NV       5.02,9.01            11/13/12

SYNERGY PHARMACEUTICALS, INC.           DE       2.02,8.01,9.01       11/13/12

SYNERGY RESOURCES CORP                  CO       8.01,9.01            11/13/12

Synthetic Biologics, Inc.               NV       2.02,9.01            11/14/12

TALON INTERNATIONAL, INC.               DE       2.02,9.01            11/14/12

Talon Therapeutics, Inc.                DE       2.02,9.01            11/14/12

TANDY BRANDS ACCESSORIES INC            DE       2.02,9.01            11/14/12

TECHPRECISION CORP                               2.02,7.01,9.01       11/14/12

TELKONET INC                            UT       2.02,9.01            11/14/12

TESSERA TECHNOLOGIES INC                DE       2.05,9.01            11/14/12

THERMOENERGY CORP                       DE       1.02                 11/13/12

THT Heat Transfer Technology, Inc.      NV       2.02,7.01,9.01       11/14/12

Titanium Group LTD                      D8       1.01,9.01            09/10/12

TITANIUM METALS CORP                    DE       1.01,7.01,9.01       11/09/12    AMEND

TNP Strategic Retail Trust, Inc.        MD       1.01,2.01,2.03,5.02, 11/09/12
Tonix Pharmaceuticals Holding Corp.     NV       1.01,3.02,8.01,9.01  11/14/12

TORTOISE CAPITAL RESOURCES CORP                  5.03,9.01            11/12/12

TRIG ACQUISITION 1, INC                 NV       1.01,3.02            11/08/12

Trunkbow International Holdings Ltd     NV       8.01,9.01            11/14/12

TRUSTCO BANK CORP N Y                   NY       8.01,9.01            11/14/12

TRX INC/GA                              GA       2.02,9.01            09/30/12

TUCOWS INC /PA/                         PA       2.02,9.01            11/13/12

Twin Cities Power Holdings, LLC         MN       2.02,9.01            11/14/12

Two Harbors Investment Corp.                     7.01,9.01            11/13/12

Two Harbors Investment Corp.                     8.01,9.01            11/14/12

TYCO INTERNATIONAL LTD                  V8       2.02,9.01            11/14/12

UIL HOLDINGS CORP                       CT       7.01,9.01            11/14/12

UNILENS VISION INC                               8.01,9.01            11/14/12

UNITED BANCORP INC /MI/                 MI       7.01,8.01            11/13/12

UNITED INSURANCE HOLDINGS CORP.         DE       2.02,9.01            11/14/12

UNIVERSITY GENERAL HEALTH SYSTEM, INC   NV       4.02                 11/14/12    AMEND

USA TRUCK INC                           DE       1.01,3.03,5.02,5.03, 11/07/12
VALERO ENERGY CORP/TX                   DE       5.02,9.01            11/09/12

VALUEVISION MEDIA INC                   MN       2.02,9.01            11/14/12

VERSAR INC                              DE       5.07                 11/13/12

Verso Paper Corp.                       DE       2.02,9.01            11/13/12

VIASAT INC                              DE       1.02                 11/14/12

VIEWCAST COM INC                        DE       2.02,9.01            11/14/12

VISTEON CORP                            DE       7.01,9.01            11/14/12

VOICESERVE INC                          DE       4.02                 11/09/12

Vringo Inc                              DE       7.01,9.01            11/14/12

Vringo Inc                              DE       2.02,9.01            11/14/12

WATSON PHARMACEUTICALS INC              NV       5.02,9.01            11/12/12

WEBSTER FINANCIAL CORP                  DE       7.01                 11/14/12

WERNER ENTERPRISES INC                  NE       7.01,9.01            11/13/12

Western Asset Mortgage Capital Corp     DE       2.02,9.01            11/09/12

Willbros Group, Inc.\NEW\                        2.02,9.01            11/08/12

WILLIAMS SONOMA INC                     CA       2.02,9.01            11/14/12

WIRELESS TELECOM GROUP INC              NJ       2.02,7.01,9.01       11/14/12

XERIUM TECHNOLOGIES INC                 DE       2.05,9.01            11/14/12

YTB International, Inc.                 DE       5.02                 11/07/12

Zayo Group LLC                          DE       9.01                 08/31/12    AMEND

ZIONS BANCORPORATION /UT/               UT       9.01                 11/14/12

Zumiez Inc                              WA       8.01                 11/13/12



Modified: 11/15/2012