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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2012-222
November 20, 2012

Enforcement Proceedings

SEC Charges Hedge Fund Firm CR Intrinsic and Two Others in $276 Million Insider Trading Scheme Involving Alzheimer's Drug

Washington, D.C., Nov. 20, 2012 – The Securities and Exchange Commission today charged Stamford, Conn.-based hedge fund advisory firm CR Intrinsic Investors LLC and its former portfolio manager along with a medical consultant for an expert network firm for their roles in a $276 million insider trading scheme involving a clinical trial for an Alzheimer’s drug being jointly developed by two pharmaceutical companies. The illicit gains generated in this scheme make it the largest insider trading case ever charged by the SEC.

The SEC alleges that Mathew Martoma illegally obtained confidential details about the clinical trial from Dr. Sidney Gilman, who served as chairman of the safety monitoring committee overseeing the trial. Dr. Gilman was selected by Elan Corporation and Wyeth to present the final drug trial results to the public. In phone calls that were arranged by a New York-based expert network firm for which he moonlighted as a medical consultant, Dr. Gilman tipped Martoma with safety data and eventually details about negative results in the trial about two weeks before they were made public in July 2008. Martoma then caused several hedge funds to sell more than $960 million in Elan and Wyeth securities in just over a week.

Dr. Gilman, who lives in Ann Arbor, Mich., where he works as a medical school professor, has agreed to settle the SEC’s charges and cooperate in this action and related SEC investigations. In a parallel action, the U.S. Attorney’s Office for the Southern District of New York today announced criminal charges against Martoma and a non-prosecution agreement with Dr. Gilman. Martoma lives in Boca Raton, Fla.

“Today’s record-setting insider trading case reinforces the cold, hard lesson of so many other recent cases that when you trade on inside information, you’re not just betting your money but also your career, your reputation, your financial security, and your liberty,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “Now, yet another corrupt hedge fund manager has learned the high cost of ignoring that lesson.”

Sanjay Wadhwa, Associate Director of the SEC’s New York Regional Office and Deputy Chief of the Enforcement Division’s Market Abuse Unit, added, “Today’s action against CR Intrinsic underscores our commitment to hold hedge fund advisory firms accountable when their employees break the law for the firms’ benefit. The clear message is that firms should adopt appropriate procedural safeguards and a culture of zero tolerance toward employee misconduct that could subject the firm to such serious consequences.”

According to the SEC’s complaint filed in federal court in Manhattan, Martoma first met Dr. Gilman through paid consultations arranged by the expert network firm. Dr. Gilman provided Martoma with material nonpublic information concerning the Phase II trial of the potential Alzheimer’s drug called bapineuzumab (bapi). They coordinated their expert network consultations around scheduled safety monitoring committee meetings, and during their phone calls they discussed PowerPoint presentations made during the meetings and Dr. Gilman provided Martoma with his perspective on the results. Dr. Gilman developed a personal relationship with Martoma, eventually coming to view Martoma as a friend and pupil.

The SEC alleges that Martoma caused hedge funds managed by CR Intrinsic as well as hedge funds managed by an affiliated investment adviser to trade on the negative inside information he received from Dr. Gilman. Although Elan and Wyeth’s shares rose on June 17, 2008, on the public release of top-line results of the Phase II trial, market participants were disappointed by the detailed final results issued on July 29, 2008. Double-digit declines in Elan and Wyeth shares ensued. After Martoma was tipped, the hedge funds not only liquidated their combined long position in Elan and Wyeth of more than $700 million, but went on to hold substantial short positions in both securities. This massive repositioning allowed CR Intrinsic and the affiliated advisory firm to reap approximately $82 million in profits and $194 million in avoided losses for a total of more than $276 million in illicit gains.

According to the SEC’s complaint, Martoma received a $9.3 million bonus at the end of 2008 – a significant portion of which was attributable to the illegal profits that the hedge funds managed by CR Intrinsic and the other investment advisory firm had generated in this scheme. Dr. Gilman, who was generally paid $1,000 per hour as a consultant for the expert network firm, received more than $100,000 for his consultations with Martoma and others at the hedge fund advisory firms. Dr. Gilman also received approximately $79,000 from Elan for his consultations concerning bapi in 2007 and 2008.

The SEC’s complaint charges each of the defendants with violating Section 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and seeks a final judgment ordering them to disgorge their ill-gotten gains plus prejudgment interest, ordering them to pay financial penalties, and permanently enjoining them from future violations of these provisions of the federal securities laws.

Dr. Gilman has agreed to pay more than $234,000 in disgorgement and prejudgment interest. He also agreed to a permanent injunction against further violations of the federal securities laws. The proposed settlement is subject to approval by the court, which also will determine at a later date whether any additional financial penalty is appropriate.

The SEC’s investigation, which is continuing, has been conducted by Charles D. Riely and Amelia A. Cottrell of the SEC’s Market Abuse Unit in New York and Matthew J. Watkins and Neil Hendelman of the SEC’s New York Regional Office. It has been supervised by Sanjay Wadhwa. The SEC thanks the U.S. Attorney’s Office for the Southern District of New York, the Federal Bureau of Investigation, and the Financial Industry Regulatory Authority (FINRA) for their assistance in this matter.

Since October 2009, the SEC has filed more than 170 insider trading actions charging more than 410 individuals and entities. The defendants in these actions are alleged to have made more than $875 million in illicit gains comprised of profits and the avoidance of losses. (Press Rel. 2012-237)

SEC Sanctions Two Investment Advisers for Impeding Examinations

The Securities and Exchange Commission today sanctioned two investment advisory firms for impeding examinations conducted by SEC staff.

An SEC investigation found that Evens Barthelemy and his New York-based firm Barthelemy Group LLC misled SEC examiners by inflating the firm’s claimed assets under management (AUM) ten-fold in an apparent attempt to show that the firm was eligible for SEC registration.  Another SEC investigation found that Seth Richard Freeman and his San Francisco-area firm EM Capital delayed nearly 18 months in producing books and records related to the firm’s mutual fund advisory business.

Both firms agreed to settle the SEC’s charges against them.

“Barthelemy was not truthful and Freeman was not responsive during their respective interactions with SEC examiners,” said Bruce Karpati, Chief of the SEC Enforcement Division’s Asset Management Unit.  “We will continue to pursue enforcement actions against firms that obstruct or delay the SEC’s critical work in overseeing investment advisers.”

Carlo di Florio, Director of the SEC’s Office of Compliance Inspections and Examinations, added, “Examinations of SEC-registered firms play a vital role in protecting markets and investors, and we expect their candor and prompt cooperation as SEC staff works to promote compliance, monitor risk, and prevent fraud.”

According to the SEC’s order against Barthelemy and his firm, when examiners asked for a list of client assets, Barthelemy misrepresented his firm’s AUM as $26.28 million instead of the actual $2.628 million.  He downloaded client account balances from the firm’s online custodial platform onto a spreadsheet, and then manually moved the decimal points for each client one place to the right before providing it to the SEC staff.  From July 2009 to early 2011, Barthelemy improperly registered Barthelemy Group with the SEC on the basis of the aspirational AUM that was 10 times higher than reality.  Barthelemy Group, through Barthelemy’s actions as chief compliance officer, also failed to adopt reasonable compliance policies and procedures or to maintain required books and records concerning codes of ethics and providing the firm’s disclosure brochure to clients.

Barthelemy agreed to be barred from the securities industry and from associating with an investment company, with the right to reapply after two years.  Without admitting or denying the allegations, Barthelemy and his firm consented to cease-and-desist orders, and the firm was censured.  Barthelemy and his firm also will provide a copy of the proceeding to their clients and appropriate state securities regulators, will post a copy on the firm’s website, and will disclose the proceeding in an amended SEC Form ADV filing.

According to the SEC’s order issued today against Freeman and his firm, they failed to immediately furnish the required books and records upon request by SEC staff in December 2010.  EM Capital and Freeman repeatedly promised to provide the records including financial statements, e-mails, and documents related to their management of a mutual fund.  However, they did not fully comply until September 2012, months after learning that SEC staff was considering enforcement action against them.

Freeman and EM Capital agreed to pay a combined $20,000 penalty.  Without admitting or denying the SEC’s findings, Freeman and EM Capital also agreed to censures and cease-and-desist orders.

The SEC’s investigation of Barthelemy Group was conducted by David Neuman and Scott Weisman of the SEC’s Asset Management Unit.  The examination of Barthelemy Group was conducted by Dawn Blankenship, Kristine Geissler, Arjuman Sultana, Margaret Pottanat, and Anthony Fiduccia of the New York Regional Office’s investment adviser/investment company examination program.  The SEC’s investigation of EM Capital was conducted by Sahil W. Desai and Erin E. Schneider of the San Francisco Regional Office, who are members of the SEC’s Asset Management Unit.  The examination of EM Capital was conducted by Tom Dutton, Ada Chee, and Ed Haddad of the San Francisco Regional Office’s investment adviser/investment company examination program. (Press Rel. 2012-238; IA-3502; File No. 3-15101; IA-3503; IC-30278; File No. 3-15102)

In the Matter of Gary R. Marks

On November 20, 2012, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions (Order) against Gary R. Marks. The Order finds that on October 25, 2012, a final judgment was entered by consent against Marks, permanently enjoining him from future violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-8 promulgated thereunder, and Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, in the civil action entitled Securities and Exchange Commission v. Gary R. Marks, Civil Action Number 3:12-cv-04486-WHA, in the United States District Court for the Northern District of California. The Commission’s complaint alleged that Respondent managed and recommended various fund of funds hedge funds through Sky Bell, including the Agile Sky Alliance Fund (“Alliance Fund”) that was co-managed with the Agile Group, PipeLine Investors (“PipeLine”), Night Watch Partners (“Night Watch”), and Sky Bell Offshore Partners (“Offshore Fund”) (collectively “Sky Bell Hedge Funds”). The Commission’s complaint further alleged that between at least 2005 and September 2007, Defendant negligently misrepresented the level of correlation and diversification among certain Sky Bell Hedge Funds. The Complaint also alleged that between at least 2005 and 2008, Defendant: a) made unsuitable investment recommendations to certain advisory clients to invest most of their investment portfolio in Sky Bell Hedge Funds, b) negligently failed to disclose that PipeLine invested significantly in a purported subadviser’s fund, and c) negligently provided misleading information to certain investors about the liquidity problems at the Alliance Fund.

Based on the above, the Order bars Marks from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and is barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. Marks consented to the issuance of the Order without admitting or denying any of findings except he admitted the entry of the injunction. (Rel. 34-68275; IA-3504; File No. 3-15103)

Former Executive of Massachusetts-Based Company Found Guilty of Securities Fraud

The Securities and Exchange Commission (“Commission”) announced today that, on November 19, 2012, a federal jury returned a verdict of guilty against James Fields, the former CFO and CEO of Massachusetts-based LocatePlus Holdings Corporation (“LocatePlus”). The jury found Fields guilty on twenty nine criminal charges, including securities fraud, false statements to company auditors, false statements and false certifications in SEC filings, aggravated identity theft and money laundering. Sentencing is currently scheduled for February 14, 2013.

On November 10, 2010, the United States Attorney’s Office for the District of Massachusetts charged Fields and former LocatePlus CEO Jon Latorella with conspiracy to commit securities fraud for their role in a scheme to fraudulently inflate revenue at LocatePlus as well as a scheme to manipulate the stock of another company. On the same date, the Commission amended a previously-filed civil injunctive action against LocatePlus arising out of the same conduct, to add both Fields and Latorella as defendants. On June 14, 2012, following a March 2012 guilty plea, Latorella was sentenced to 60 months' imprisonment in the criminal case, to be followed by three years of supervised release, and the payment of restitution to be determined at a later hearing. On July 30, 2012, the Commission announced that LocatePlus agreed to settle charges it engaged in securities fraud from 2005 through 2007 by misleading investors about its funding and revenue in violation of the antifraud and reporting provisions of the federal securities laws. As part of the settlement, LocatePlus consented to an administrative order which prevents it from selling its securities in the public market. The Commission’s civil injunctive action, which is still pending, has been stayed until the conclusion of the criminal case against Fields.

For further information, see Litigation Release No. 21474 (April 2, 2010); Litigation Release No. 21692 (October 14, 2010); Litigation Release No. 21735 (November 10, 2010); Litigation Release No. 21763 (December 6, 2010); Securities Exchange Act Release No. 64607 (June 6, 2011); Litigation Release 22394 (June 18, 2012); Litigation Release No. 22426 (July 30, 2012). [U.S. v. Jon Latorella and James Fields, No. 1:10-CR-1038- DPW (D. Mass); SEC v. LocatePlus Holdings Corporation, Jon Latorella and James Fields, No. 1:10-CV-11751-DPW (D. Mass.)] (LR-22536)

SEC Charges Michigan Businessman Defrauded Investors in Real Estate Investment Scheme

The Securities and Exchange Commission announced that it has obtained an emergency court order against a Bay City, Michigan-based real estate promoter, and that it has suspended trading in one of the promoter’s companies, American Realty Funds Corporation.

According to the SEC’s complaint, Joel I. Wilson defrauded investors who bought unregistered securities offered by his company, Diversified Group Partnership Management, LLC, and sold through his brokerage firm, W R Rice Financial Services, Inc. Wilson raised approximately $6.7 million from approximately 120 investors who bought Diversified Group’s securities from September 2009 through October 2012, and used the funds to finance his business of buying, renovating, and selling houses in and around Bay City, the SEC alleged.

Although Wilson promised investors that he would invest their money in real estate that would yield returns of 9.9% per year, he used most of it to make unsecured loans to his real estate business, which did not generate enough income to repay the investors. Wilson also diverted $582,000 of investor money to pay personal expenses, including $75,000 he used to buy W R Rice Financial, $46,780 he spent on travel, and $35,000 for his wife’s business. In addition, the SEC said Wilson used investors’ money to pay for a sponsorship and tickets to the Saginaw Sting football team and to buy thousands of dollars worth of tickets to the Detroit Red Wings.

The SEC alleges that Wilson raised additional funds for his real estate business through stock sales for another of his companies, American Realty Funds Corporation, which trades on the OTC Bulletin Board under the symbol ANFDE. The complaint alleges that there were misrepresentations and omissions in some of the reports the company filed with the SEC, which Wilson signed, including that American Realty has failed to make loan payments and that its purportedly independent directors have undisclosed personal and business relationships with Wilson. American Realty is delinquent in filing its annual report on Form 10-K for the fiscal year ended June 30, 2012, which was due October 15, and its quarterly report on Form 10-Q for the quarter ended September 30, which was due on November 14.  Because of the questions concerning the accuracy of publicly disseminated information in the company’s public filings and financial statements, the SEC issued an administrative order suspending trading in American Realty stock until 11:59 p.m. EDT on November 29, 2012.

The SEC’s complaint, filed on November 15, 2012 in the U.S. District Court for the Eastern District of Michigan, charges Wilson and Diversified Group with violations of the registration and antifraud provisions of the federal securities laws and American Realty with violations of the antifraud and reporting provisions of the federal securities laws. The Court granted the SEC’s request for an order prohibiting the defendants from altering or destroying documents and an order granting the parties leave to conduct expedited discovery. The Court scheduled a hearing on the SEC’s motions for an asset freeze and preliminary injunction for December 10, 2012, at 10:00 a.m. at the U.S. District courthouse located at 1000 Washington Ave. in Bay City, Michigan.

The SEC’s investigation was conducted in the Chicago Regional Office by Tracy W. Lo, Ann M. Tushaus, and Felisha K. Clay and was supervised by Steven L. Klawans following a referral from the broker-dealer examination program of the Chicago Regional Office. John E. Birkenheier will litigate the case with assistance from Kristine Rodriguez and Lynette Nichols-Newman. The SEC thanks the Financial Industry Regulatory Authority (FINRA) and the State of Michigan’s Office of Financial and Insurance Regulation for their assistance in this matter. [SEC v. Joel I. Wilson et al., Civil Action No. 12-cv-15062 (E.D. Mich.)] (LR-22537)

Court Fines CEO Christopher Metcalf $50,000 and Imposes a Penny Stock Bar and Officer and Director Bar Against Him

The Securities and Exchange Commission announced that on November 14, 2012, the Honorable Colleen McMahon, United States District Court Judge for the Southern District of New York, granted the Commission’s motion for summary judgment against Defendant Christopher Metcalf, and issued a final judgment imposing a $50,000 penalty against Metcalf and barring him from participating in an offering of penny stock and from acting as an officer or director of a public company for a period of five years. Metcalf had previously consented to the entry of partial judgment against him, permanently enjoining him from future violations of Sections 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

The Commission’s complaint, filed on January 24, 2011 in federal court in Manhattan, alleges that Metcalf, former President and CEO of Pantera Petroleum, Inc. (“Pantera”), and stock promoter Bozidar “Bob” Vukovich engaged in a fraudulent broker-bribery scheme designed to manipulate the market for Pantera common stock.

After considering the undisputed facts, the Court found that Metcalf “knowingly and enthusiastically engaged in a broker bribery/stock manipulation scheme involving Pantera’s stock while serving as Pantera’s President and CEO.” The Court found a clear record of Metcalf’s violations of the anti-fraud provisions of the federal securities laws and imposed a $50,000 civil penalty and a penny stock bar and officer and director bar against him.

For further information, please see Litigation Release Number 21824 (January 25, 2011).

The SEC acknowledges the assistance of the United States Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation in this matter. [SEC v. Christopher S. Metcalf, Bozidar "Bob" Vukovich, and Pantera Petroleum, Inc., Civil Action No. 11-cv-0493 (CM) (S.D.N.Y.)] (LR-22538)


Neuberger Berman Alternative Funds, et al.

An order has been issued on an application filed by Neuberger Berman Alternative Funds, et al. for an order under Section 12(d)(1)(J) of the Investment Company Act of 1940 (Act) for an exemption from Sections 12(d)(1)(A) and (B) of the Act, under Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and 17(a)(2) of the Act, and under Section 6(c) of the Act for an exemption from Rule 12d1-2(a) under the Act. The order (a) permits certain registered open-end management investment companies that operate as “funds of funds” to acquire shares of other registered open-end management investment companies and unit investment trusts that are within and outside the same group of investment companies as the acquiring investment companies, and (b) permits funds of funds relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-30267 - November 19)


Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by the Financial Industry Regulatory Authority, Inc. to establish a limited waiver of the TRACE professional real-time data display fee on a pilot basis (SR-FINRA-2012-049) 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. 34-68255)

Proposed Rule Change

The Commission issued notice of a proposed rule change submitted by BATS Exchange, Inc. (SR-BATS-2012-044) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to amend BATS Rule 14.11, entitled “Other Securities,” and to list and trade shares of certain ProShares products. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68257)


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-8     CALIX, INC, 1035 N MCDOWELL BLVD, PETALUMA, CA, 95954, 707-766-3000 - 
        0 ($23,710,992.36) Equity, (File 333-185025 - Nov. 19) (BR. 11C)

N-2     Neuberger Berman MLP Income Fund Inc., 
        NEW YORK, NY, 10158-0180, (212) 476-8800 - 
        50,000 ($1,000,000.00) Equity, (File 333-185026 - Nov. 19) (BR. 18)

        30339-5949, 7707796610 - 
        0 ($10,032,953.00) Unallocated (Universal) Shelf, (File 333-185027 - 
        Nov. 19) (BR. 06A)

        4155437696 - 0 ($40,491,845.00) Equity, (File 333-185034 - Nov. 19) 
        (BR. 03A)

S-4     Express Scripts Holding Co., ONE EXPRESS WAY, ST. LOUIS, MO, 63121, 
        (314) 692-1983 - 0 ($7,600,000,000.00) Non-Convertible Debt, 
        (File 333-185035 - Nov. 19) (BR. 01B)

        408-486-2000 - 0 ($138,152,750.00) Equity, (File 333-185036 - Nov. 19) 
        (BR. 10B)

S-4     First Community Financial Partners, Inc., 2801 BLACK ROAD, JOLIET, IL, 
        60435, 815-725-0123 - 892,125 ($9,884,745.00) Equity, 
        (File 333-185041 - Nov. 19) (BR. )

        DALLAS, TX, 75201, 214-462-6831 - 
        0 ($0.00) Unallocated (Universal) Shelf, (File 333-185042 - Nov. 19) 
        (BR. 12A)

S-4     First Community Financial Partners, Inc., 2801 BLACK ROAD, JOLIET, IL, 
        60435, 815-725-0123 - 585,904 ($1,898,328.96) Equity, 
        (File 333-185043 - Nov. 19) (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


3D SYSTEMS CORP                         DE       7.01,9.01            11/19/12

ABERCROMBIE & FITCH CO /DE/             DE       2.02,8.01,9.01       11/13/12

ABIOMED INC                             DE       7.01,9.01            11/16/12

Acacia Diversified Holdings, Inc.       TX       1.01,8.01,9.01       02/28/12

ACTIVECARE, INC.                        DE       2.01,9.01            11/16/12

AFS SenSub Corp.                                 8.01,9.01            11/14/12

AgFeed Industries, Inc.                 NV       9.01                 09/10/12    AMEND

AGILENT TECHNOLOGIES INC                DE       2.02,9.01            11/19/12

Alexza Pharmaceuticals Inc.             DE       8.01,9.01            11/19/12

ALLIANCE BANKSHARES CORP                         8.01,9.01            11/19/12

Alon USA Energy, Inc.                   DE       1.01,2.03            11/13/12

ALTERNATE ENERGY HOLDINGS, INC.         NV       5.02,9.01            11/13/12

Amarok Resources, Inc.                  NV       1.01,2.03,3.02,9.01  11/19/12

American Renal Associates Holdings, I   DE       5.03,9.01            11/15/12

AMERICANWEST BANCORPORATION             WA       7.01,9.01            11/15/12

AMES NATIONAL CORP                      IA       5.02,8.01,9.01       11/14/12

APPIPHANY TECHNOLOGIES HOLDINGS CORP             1.01,9.01            11/09/12

ARAMARK CORP                            DE       5.02,9.01            11/14/12

ARCH COAL INC                           DE       1.04                 11/13/12

Armored AutoGroup Inc.                  DE       7.01,9.01            11/16/12

Armored AutoGroup Inc.                  DE       2.02,9.01            11/19/12

Aspect FuturesAccess LLC                DE       3.02                 11/14/12

AtheroNova Inc.                         DE       8.01,9.01            11/15/12

Atlas Resource Partners, L.P.           DE       8.01,9.01            11/19/12

AUBURN NATIONAL BANCORPORATION, INC     DE       5.02,9.01            11/13/12

AWARE INC /MA/                          MA       8.01,9.01            11/19/12

B Green Innovations, Inc.               NJ       5.03,9.01            11/13/12

bebe stores, inc.                       CA       8.01,9.01            11/19/12

Big Three Restaurants, Inc.             FL       5.02                 11/15/12

BIOMIMETIC THERAPEUTICS, INC.           DE       1.01,5.02,8.01,9.01  11/13/12

BIOTIME INC                             CA       7.01,9.01            11/19/12

BLUE DOLPHIN ENERGY CO                  DE       2.02,9.01            11/16/12

BLUEFLY INC                             DE       1.01,2.03,9.01       11/13/12

BOB EVANS FARMS INC                     DE       2.02,2.05,5.02,9.01  11/15/12

BOLD ENERGY INC.                        NV       1.04,4.01,9.01       11/19/12

BOLD ENERGY INC.                        NV       4.01,9.01            11/19/12    AMEND

BORGWARNER INC                          DE       5.02                 11/13/12

BOSTON BEER CO INC                      MA       8.01                 11/09/12

BOSTON SCIENTIFIC CORP                  DE       8.01                 11/19/12

BOTTOMLINE TECHNOLOGIES INC /DE/        DE       5.07                 11/15/12

BROADRIDGE FINANCIAL SOLUTIONS, INC.    DE       5.07,7.01,9.01       11/15/12

BROCADE COMMUNICATIONS SYSTEMS INC      DE       2.02,9.01            11/19/12

BROWN FORMAN CORP                       DE       1.01,5.02,9.01       11/19/12

BRYN MAWR BANK CORP                     PA       1.01,2.01,9.01       11/19/12

BSB Bancorp, Inc.                       MD       5.02,5.07            11/14/12

CAL MAINE FOODS INC                     DE       7.01,9.01            11/16/12

CALLIDUS SOFTWARE INC                   DE       5.02                 11/19/12

CAM Group, Inc.                         NV       7.01,9.01            11/19/12

CAMPBELL SOUP CO                        NJ       5.07                 11/14/12

Capital Group Holdings, Inc.            MN       2.01,5.02,9.01       09/03/12    AMEND

CAPSTONE COMPANIES, INC.                FL       8.01,9.01            11/15/12

CARDICA INC                             DE       5.02,5.07,9.01       11/13/12

Carter Validus Mission Critical REIT,   MD       1.01,9.01            11/13/12

Castle Brands Inc                       FL       2.02,9.01            11/19/12

CBL & ASSOCIATES PROPERTIES INC         DE       1.01,2.03            11/13/12

CC Media Holdings Inc                            1.01,1.02,2.03,2.04, 11/19/12
CD INTERNATIONAL ENTERPRISES, INC.      FL       7.01,9.01            11/19/12

CELADON GROUP INC                       DE       5.07                 11/16/12

CENTERLINE HOLDING CO                   DE       2.02,9.01            11/19/12

CHARTER FINANCIAL CORP/GA                        2.02,9.01            11/13/12

China Advanced Construction Materials   DE       2.02,7.01,9.01       11/19/12

China Housing & Land Development, Inc   NV       2.02,7.01,9.01       11/14/12

China XD Plastics Co Ltd                NV       8.01                 11/15/12

CHROMCRAFT REVINGTON INC                DE       2.02,9.01            11/13/12

CINCINNATI FINANCIAL CORP               OH       5.04,9.01            11/19/12

Cinemark Holdings, Inc.                 DE       1.01,7.01,9.01       11/16/12

CINEMARK USA INC /TX                    TX       1.01,7.01,9.01       11/16/12

CIRCLE STAR ENERGY CORP.                NV       7.01,9.01            11/19/12

CLEAR CHANNEL COMMUNICATIONS INC        TX       1.01,1.02,2.03,2.04, 11/19/12
Clear Channel Outdoor Holdings, Inc.    DE       1.01,1.02,2.03,2.04, 11/19/12
CLEARONE COMMUNICATIONS INC             UT       7.01                 11/19/12

CNH CAPITAL RECEIVABLES LLC             DE       1.01,8.01,9.01       11/15/12

CNH CAPITAL RECEIVABLES LLC             DE       8.01,9.01            11/15/12

COMERICA INC /NEW/                      DE       5.02,9.01            11/13/12

COMFORT SYSTEMS USA INC                          5.02,9.01            11/15/12

COMMUNICATION INTELLIGENCE CORP         DE       3.02,3.03,5.03,5.07, 11/13/12
Community Alliance, Inc.                NV       5.02                 11/12/12

Comstock Mining Inc.                    NV       1.01,9.01            11/13/12

CONSOL Energy Inc                       DE       5.02                 11/13/12

CORPORATE BOND BACKED CERT TR SER 199   DE       8.01,9.01            11/15/12

CORVEL CORP                             DE       7.01,9.01            11/19/12

COVANTA HOLDING CORP                    DE       1.01,2.03,9.01       11/15/12

CROSS TIMBERS ROYALTY TRUST             TX       2.02,9.01            11/19/12

CURTISS WRIGHT CORP                     DE       8.01,9.01            11/11/12

CVB FINANCIAL CORP                      CA       8.01                 11/14/12

DDR CORP                                OH       8.01,9.01            11/19/12

DecisionPoint Systems, Inc.                      2.02,9.01            11/14/12

DELTA NATURAL GAS CO INC                KY       5.02,5.03,5.07,9.01  11/15/12

Derycz Scientific Inc                   NV       5.07                 11/15/12

Destination Maternity Corp              DE       2.02,5.02,9.01       11/15/12

Discover Card Execution Note Trust      DE       1.01,8.01,9.01       11/19/12

DOLPHIN DIGITAL MEDIA INC               NV       5.03,9.01            11/13/12

DOMINION RESOURCES BLACK WARRIOR TRUS   DE       2.02,9.01            11/19/12

DTE ENERGY CO                           MI       2.06                 11/19/12

Dynacast International Inc.             DE       2.02,9.01            11/19/12

EARTHBLOCK TECHNOLOGIES, INC.           NV       1.01,2.01,3.02,5.01, 10/22/12
ECB BANCORP INC                         NC       2.02,9.01            10/30/12

ECOTALITY, INC.                         NV       2.02,9.01            11/19/12

Electromed, Inc.                                 1.01,5.02            11/13/12

Emergent BioSolutions Inc.              DE       5.02,9.01            11/15/12

EMERITUS CORP\WA\                       WA       7.01,8.01,9.01       11/19/12

EMERSON RADIO CORP                      DE       2.02,9.01            11/19/12

ENCORE CAPITAL GROUP INC                DE       8.01,9.01            11/19/12

Enduro Royalty Trust                    DE       2.02,9.01            11/19/12

Engility Holdings, Inc.                 DE       2.05                 09/12/12    AMEND

ENGLOBAL CORP                           NV       2.02,9.01            11/19/12

ERIE INDEMNITY CO                       PA       8.01,9.01            11/19/12

ESCALADE INC                            IN       5.02,9.01            11/14/12

Express Scripts Holding Co.             DE       5.02,8.01,9.01       11/19/12

Exterra Energy Inc.                     NV       1.03,5.02,9.01       11/13/12

EZJR, Inc.                              NV       8.01                 11/14/12

Federal Home Loan Bank of Seattle                7.01,9.01            11/19/12

FIELDPOINT PETROLEUM CORP               CO       5.02                 11/15/12

Financial Engines, Inc.                          5.02                 11/16/12

FIRST CASH FINANCIAL SERVICES INC       DE       8.01,9.01            11/14/12

FIRST COMMUNITY FINANCIAL CORP          PA       8.01                 11/13/12

First Liberty Power Corp                NV       1.01,2.01,9.01       11/06/12

FIRST PLACE FINANCIAL CORP /DE/         DE       5.02                 11/16/12

FLUOR CORP                              DE       8.01,9.01            11/16/12

FNB United Corp.                        NC       8.01,9.01            11/19/12

FREDS INC                               TN       8.01,9.01            11/19/12

FRONTIER COMMUNICATIONS CORP            DE       8.01,9.01            11/19/12

GARDNER DENVER INC                      DE       5.02,7.01,9.01       11/12/12

GENESIS GROUP HOLDINGS INC                       1.01,5.02,5.03,9.01  11/13/12

GENUINE PARTS CO                        GA       5.02,8.01,9.01       11/19/12

GEOGLOBAL RESOURCES INC.                DE       2.02,9.01            11/16/12

GOLD AMERICAN MINING CORP.              NV       5.02                 10/23/12

GRANT PARK FUTURES FUND LIMITED PARTN   IL       7.01,9.01            10/31/12

Graymark Healthcare, Inc.               OK       2.02,9.01            11/13/12

GREER BANCSHARES INC                    SC       5.02                 09/27/12

HANCOCK FABRICS INC                     DE       1.01,2.03,9.01       11/15/12

HCP, INC.                               MD       8.01,9.01            11/14/12

HEALTH CARE REIT INC /DE/               DE       8.01,9.01            11/19/12

HEARTLAND FINANCIAL USA INC             DE       8.01,9.01            11/19/12

Hi-Crush Partners LP                    de       5.02                 11/14/12

Highbridge Commodities FuturesAccess    DE       3.02                 11/14/12

HOLLYWOOD MEDIA CORP                    FL       2.02,9.01            11/19/12

HORACE MANN EDUCATORS CORP /DE/         DE       1.01,5.02,9.01       11/14/12

HUGOTON ROYALTY TRUST                   TX       2.02,9.01            11/19/12

Huntsman CORP                           DE       1.01,2.03,9.01       11/19/12

ILLINOIS TOOL WORKS INC                 DE       5.02,9.01            11/18/12

IMPLANT SCIENCES CORP                   MA       2.02,7.01,9.01       11/19/12

INDUSTRIAL SERVICES OF AMERICA INC /F   FL       2.02,9.01            11/16/12

ING LIFE INSURANCE & ANNUITY CO         CT       1.01,1.02            11/13/12

ING USA ANNUITY & LIFE INSURANCE CO     IA       1.01,1.02            11/13/12

INLAND REAL ESTATE CORP                 MD       8.01,9.01            11/19/12

Inrad Optics, Inc.                      NJ       2.02,9.01            11/19/12

INTEL CORP                              DE       5.02,7.01,9.01       11/14/12

INTERNATIONAL SPEEDWAY CORP             FL       1.01,2.03,7.01,8.01, 11/19/12
iPayment Holdings, Inc                  DE       1.01                 11/14/12

Iridium Communications Inc.             DE       1.01                 11/19/12

IRONSTONE GROUP INC                     DE       4.01,9.01            11/19/12    AMEND

ISTAR FINANCIAL INC                     MD       1.01,2.03,9.01       11/13/12

ITRON INC /WA/                          WA       5.02,9.01            11/15/12

JACK IN THE BOX INC /NEW/               DE       2.02,9.01            11/19/12

JACOBS ENGINEERING GROUP INC /DE/       DE       5.02,5.03,9.01       11/15/12

JDA SOFTWARE GROUP INC                  DE       5.02,5.07,9.01       11/13/12

KAR Auction Services, Inc.              DE       8.01,9.01            11/19/12

KINDER MORGAN ENERGY PARTNERS L P       DE       2.01,7.01,9.01       11/13/12

KRANEM CORP                             CO       4.01,9.01            11/17/12

KRISPY KREME DOUGHNUTS INC              NC       2.02,7.01,9.01       11/19/12

LACLEDE GROUP INC                       MO       2.02,7.01,9.01       11/19/12

LANCASTER COLONY CORP                   OH       8.01,9.01            11/19/12

LAPIS TECHNOLOGIES INC                  DE       2.01,9.01            11/19/12    AMEND

LIBERTY SILVER CORP                     NV       8.01,9.01            11/19/12

Lifevantage Corp                        CO       5.07                 11/14/12

LIGAND PHARMACEUTICALS INC              DE       8.01,9.01            11/19/12

LOWES COMPANIES INC                     NC       2.02,9.01            11/19/12

LVB Acquisition, Inc.                            1.01,2.03,9.01       11/14/12

M&F BANCORP INC /NC/                    NC       5.02                 11/19/12    AMEND

Magyar Bancorp, Inc.                    DE       2.02,9.01            11/15/12

Manning & Napier, Inc.                           5.02,8.01,9.01       11/19/12

MARINE PETROLEUM TRUST                  TX       7.01,9.01            11/19/12

MARKWEST ENERGY PARTNERS L P                     1.01,7.01,9.01       11/12/12

MAXIMUS INC                             VA       2.02,9.01            11/15/12

MBIA INC                                CT       8.01                 11/19/12

MCMORAN EXPLORATION CO /DE/             DE       2.01,9.01            11/13/12

Measurement Specialties Inc             NJ       5.04,9.01            11/16/12

MEDICAL ALARM CONCEPTS HOLDINGS INC     NV       7.01                 11/18/12

MESA ROYALTY TRUST/TX                   TX       2.02,9.01            11/19/12

METROPCS COMMUNICATIONS INC             DE       8.01,9.01            11/19/12

MICROS SYSTEMS INC                      MD       5.07                 11/16/12

MINDSPEED TECHNOLOGIES, INC             DE       5.02,8.01            11/13/12

MIPS TECHNOLOGIES INC                   DE       5.02                 11/13/12

ML BlueTrend FuturesAccess LLC          DE       3.02                 11/14/12

ML Transtrend DTP Enhanced FuturesAcc   DE       3.02                 11/14/12

ML Winton FuturesAccess LLC             DE       3.02                 11/14/12

Monarch Financial Holdings, Inc.        VA       8.01,9.01            11/19/12

Monster Offers                          NV       8.01                 11/14/12

Morgans Hotel Group Co.                 DE       1.01,1.02,2.03       11/14/12

NANOPHASE TECHNOLOGIES CORPORATION      IL       5.02,5.07            11/15/12

NATIONAL BANCSHARES CORP /OH/           OH       7.01                 11/19/12

Net Element International, Inc.         E9       4.01                 11/13/12

Net Element International, Inc.         E9       2.01,3.01,3.03,5.01, 10/02/12    AMEND
New Global Energy, Inc.                          4.01                 10/31/12    AMEND

NEW YORK COMMUNITY BANCORP INC          DE       8.01,9.01            11/19/12

NEWS CORP                                        8.01,9.01            11/19/12

NEXSTAR BROADCASTING GROUP INC          DE       8.01,9.01            11/16/12

NEXTERA ENERGY INC                      FL       8.01,9.01            11/19/12

NGL Energy Partners LP                  DE       8.01,9.01            11/13/12

NII HOLDINGS INC                        DE       5.02,9.01            11/19/12

Nuance Communications, Inc.             DE       2.02,9.01            11/19/12

ON SEMICONDUCTOR CORP                   DE       8.01,9.01            11/19/12

ONLINE DISRUPTIVE TECHNOLOGIES, INC.    NV       1.01,3.02,9.01       11/16/12

Ortus Currency FuturesAccess LLC        DE       3.02                 11/14/12

PATHEON INC                                      9.01                 11/16/12

PATHEON INC                                      8.01,9.01            11/19/12

PATHEON INC                                      8.01,9.01            11/19/12

PEABODY ENERGY CORP                     DE       1.01,8.01,9.01       11/16/12

PediatRx Inc.                           NV       1.01,5.02            10/31/12

PEOPLES BANCORP INC                     OH       8.01,9.01            11/15/12

PERCEPTRON INC/MI                       MI       5.02,5.07,9.01       11/13/12

Perfumania Holdings, Inc.               FL       7.01                 11/19/12

PERMIAN BASIN ROYALTY TRUST             TX       2.02,9.01            11/19/12

PLEXUS CORP                             WI       5.02,8.01,9.01       11/19/12

Plures Technologies, Inc./DE            DE       1.01,2.03,3.02,8.01, 11/16/12
POLARIS INDUSTRIES INC/MN               MN       5.02,9.01            11/16/12

PPL Corp                                         8.01,9.01            11/19/12

PREMIER FINANCIAL BANCORP INC           KY       5.02                 11/16/12

Progressive Care Inc.                   DE       8.01                 11/19/12

PRUDENTIAL FINANCIAL INC                NJ       8.01,9.01            11/19/12

PULTEGROUP INC/MI/                      MI       5.02                 11/13/12

RAMCO GERSHENSON PROPERTIES TRUST       MD       2.01,9.01            09/06/12

RDA Holding Co.                                  2.02                 11/19/12

REAL ESTATE ASSOCIATES LTD III          CA       8.01                 11/16/12

RED ROBIN GOURMET BURGERS INC           DE       8.01,9.01            11/19/12

Remark Media, Inc.                      DE       1.01,3.01,9.01       11/13/12

RENAISSANCERE HOLDINGS LTD              D0       5.02,9.01            11/13/12

REPUBLIC BANCORP INC /KY/               KY       5.02,9.01            11/14/12

RESOURCE AMERICA, INC.                  DE       1.01,9.01            11/16/12

RESPECT YOUR UNIVERSE, INC.             NV       4.02                 11/16/12

RETRACTABLE TECHNOLOGIES INC            TX       8.01,9.01            11/15/12

REVLON INC /DE/                         DE       8.01,9.01            11/19/12

RGC RESOURCES INC                       VA       2.02,9.01            11/15/12

RUBY TUESDAY INC                        GA       5.02,9.01            11/19/12

SATCON TECHNOLOGY CORP                  DE       1.01,3.02,9.01       11/14/12

SeaBright Holdings, Inc.                DE       5.07,8.01,9.01       11/19/12

SEALED AIR CORP/DE                      DE       1.01,2.03,8.01,9.01  11/13/12

SemiLEDs Corp                                    5.02                 11/16/12

SENESCO TECHNOLOGIES INC                DE       3.01,9.01            11/16/12

SHAW GROUP INC                          LA       5.02,9.01            11/13/12

SHOE CARNIVAL INC                       IN       2.02,9.01            11/19/12

Sibling Group Holdings, Inc.            TX       4.01,9.01            11/15/12

SIGMA ALDRICH CORP                      DE       5.02,9.01            11/19/12

SILGAN HOLDINGS INC                     DE       8.01,9.01            11/19/12

Silverton Adventures, Inc.              NV       4.02                 11/19/12

Silverton Adventures, Inc.              NV       4.02                 11/19/12    AMEND

SLM CORP                                DE       5.02,9.01            11/19/12

SMITH & WESSON HOLDING CORP             NV       2.02,9.01            11/19/12

SOUTH JERSEY INDUSTRIES INC             NJ       7.01,9.01            11/19/12

SOUTHERN CONNECTICUT BANCORP INC        CT       2.02,9.01            11/19/12

SPARTON CORP                            OH       1.01,1.02,2.03,9.01  11/15/12

SPARTON CORP                            OH       2.01,9.01            11/15/12

Spectra Energy Partners, LP             DE       1.01,9.01            11/14/12

SPHERIX INC                             DE       8.01                 11/15/12

Spirit AeroSystems Holdings, Inc.       DE       5.02,9.01            11/16/12

STERICYCLE INC                          DE       5.02,5.03,9.01       11/19/12

StrikeForce Technologies Inc.           WY       5.07                 11/16/12

STURM RUGER & CO INC                    DE       2.02,9.01            11/19/12

SUN COMMUNITIES INC                     MD       2.03,8.01,9.01       11/14/12

SUNGARD CAPITAL CORP                    DE       5.02                 11/13/12

Symmetry Medical Inc.                   DE       8.01,9.01            11/16/12

SYSCO CORP                              DE       5.02,5.07            11/14/12

Teleconnect Inc.                        OK       3.02                 08/20/12

TEXAS INSTRUMENTS INC                   DE       2.05,7.01,9.01       11/14/12

THESTREET, INC.                         DE       9.01                 09/07/12    AMEND

Thunderclap Entertainment, Inc.         CA       4.01,9.01            11/14/12

TIDEWATER INC                           DE       8.01,9.01            11/14/12

Tops Holding Corp                       DE       2.02,9.01            11/19/12

Tower Group, Inc.                       DE       7.01,9.01            11/19/12

Transocean Ltd.                         V8       7.01,9.01            11/18/12

TYSON FOODS INC                         DE       2.02,9.01            11/19/12

TYSON FOODS INC                         DE       8.01,9.01            11/19/12

U. S. Premium Beef, LLC                          7.01,9.01            11/19/12

UIL HOLDINGS CORP                       CT       5.02,9.01            11/15/12

United Financial Bancorp, Inc.                   2.01,5.02,9.01       11/16/12

UNITED FIRE GROUP INC                            5.02,8.01,9.01       11/16/12

UNITEDHEALTH GROUP INC                  MN       8.01                 11/19/12

UROLOGIX INC                            MN       5.07                 11/16/12

US BANCORP \DE\                         DE       5.02,9.01            11/14/12

USEC INC                                DE       5.02                 11/14/12

VERMILLION, INC.                        DE       8.01,9.01            11/19/12

Viggle Inc.                             DE       1.01,9.01            11/16/12

Viking Minerals Inc.                    NV       4.01,9.01            11/13/12

VIRGIN MEDIA INC.                       DE       8.01                 11/16/12

VISA INC.                               DE       8.01                 11/16/12

VISTA GOLD CORP                         B0       7.01,9.01            11/15/12

VITESSE SEMICONDUCTOR CORP              DE       8.01                 11/19/12

W. P. Carey Inc.                        MD       5.02                 11/13/12

Walter Energy, Inc.                     DE       8.01,9.01            11/19/12

Warner Music Group Corp.                DE       1.01,2.03,9.01       11/19/12

WILLIS GROUP HOLDINGS PLC               L2       7.01,9.01            11/19/12

WISCONSIN POWER & LIGHT CO              WI       2.03,8.01,9.01       11/14/12

WNC HOUSING TAX CREDIT FUND IV L P SE   CA       5.07                 11/15/12

World Moto, Inc.                        NV       5.02                 11/16/12

WRIGHT MEDICAL GROUP INC                DE       7.01,8.01,9.01       11/19/12

WRIGHT MEDICAL GROUP INC                DE       1.01,9.01            11/19/12

YUM BRANDS INC                          NC       5.02                 11/16/12

ZaZa Energy Corp                        DE       1.01,2.02,7.01,9.01  11/19/12

Zeltiq Aesthetics Inc                   DE       5.02                 11/14/12



Modified: 11/20/2012