(Bloomberg) — The U.S. Securities and Exchange Commission will pay about $22 million to two whistle-blowers who provided information on securities violations tied to a financial services firm.
The first whistle-blower, whose tips sparked the SEC’s investigation, received $18 million, the agency said in a Monday statement. The second whistle-blower received $4 million after providing the SEC information much later when the regulator’s probe was already underway.
“The reporting of credible information by these whistle-blowers and their subsequent cooperation with the staff’s investigation allowed the Commission to better understand complex transactions,” Emily Pasquinelli, acting head of the SEC’s whistle-blower office, said in the statement.
The SEC has paid about $838 million to 156 tipsters since the program started in 2012. Individuals are eligible for awards ranging from 10% to 30% of the amount of fines collected in enforcement cases where penalties exceed $1 million. Funds used to pay tipsters don’t come out of disgorgement, which is the portion of a sanction that is supposed to be returned to harmed investors.
Neither the whistle-blowers nor the firm accused of misconduct were named by the SEC, in keeping with the federal government’s policy of withholding information that could reveal a tipster’s identity.
©2021 Bloomberg L.P.

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The U.S. Securities and Exchange Commission will pay about $22 million to two whistle-blowers who provided information on securities violations tied to a financial services firm.

The first whistle-blower, whose tips sparked the SEC’s investigation, received $18 million, the agency said in a Monday statement. The second whistle-blower received $4 million after providing the SEC information much later when the regulator’s probe was already underway.

“The reporting of credible information by these whistle-blowers and their subsequent cooperation with the staff’s investigation allowed the Commission to better understand complex transactions,” Emily Pasquinelli, acting head of the SEC’s whistle-blower office, said in the statement.

The SEC has paid about $838 million to 156 tipsters since the program started in 2012. Individuals are eligible for awards ranging from 10% to 30% of the amount of fines collected in enforcement cases where penalties exceed $1 million. Funds used to pay tipsters don’t come out of disgorgement, which is the portion of a sanction that is supposed to be returned to harmed investors.

Neither the whistle-blowers nor the firm accused of misconduct were named by the SEC, in keeping with the federal government’s policy of withholding information that could reveal a tipster’s identity.

Before it’s here, it’s on the Bloomberg Terminal.

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… Rand with the U.S. Securities and Exchange Commission (the “SEC”). … to these securities has been filed with the SEC and has become effective.

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WASHINGTON, May 10, 2021 /PRNewswire/ — Supernova Partners Acquisition Company III, Ltd. (NYSE: STRE.U) (the “Company,” “us” or “our”) today announced that, commencing May 13, 2021, holders of the units sold in the Company’s initial public offering of 28,103,449 units completed on March 25, 2021, may elect to separately trade the Class A ordinary shares and redeemable warrants included in the units. Those units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “STRE.U,” and the Class A ordinary shares and redeemable warrants that are separated will trade on the NYSE under the symbols “STRE” and “STRE WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and redeemable warrants.
The Company is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company will look to partner with a technology company focused on internet, consumer, media and similar businesses.
The Company is led by the team that founded its predecessors, Supernova Partners Acquisition Company, Inc. and Supernova Partners Acquisition Company II, Ltd., consisting of Spencer Rascoff, a serial entrepreneur who co-founded Hotwire and Zillow and who led Zillow as CEO for nearly a decade; Alexander Klabin, founder and CEO of Ancient Management LP, and co-founder of Senator Investment Group; Robert Reid, an investor who worked for 21 years at Blackstone in its Private Equity Group; and Michael Clifton, an investor who was most recently a senior investment professional at The Carlyle Group.
The units were initially offered by the Company in an underwritten offering. J.P. Morgan Securities LLC and Jefferies LLC served as book-runners for the offering.
The offering was made only by means of a prospectus, copies of which may be obtained for free from the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov or by contacting:
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 866-803-9204
Email: [email protected]
or
Jefferies LLC
Attention: Equity Syndicate Prospectus Department
520 Madison Avenue, 2nd Floor
New York, NY 10022
Telephone: 1-877-821-7388
Email: [email protected]
The registration statement relating to the securities became effective on March 22, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
SOURCE Supernova Partners Acquisition Company III, Ltd.

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SANTA BARBARA, Calif., May 10, 2021 (GLOBE NEWSWIRE) — AppFolio, Inc. (NASDAQ: APPF) (“AppFolio” or the “Company”), a leading provider of cloud-based business software solutions, services, and data analytics to the real estate market, today announced its financial results for the first quarter ended March 31, 2021.
AppFolio’s operating results for the first quarter of 2021 are summarized in the tables accompanying this press release. The Company nevertheless urges investors to read its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021, as well as its more detailed first quarter 2021 results that will be included in the Company’s Quarterly Report on Form 10-Q, which will be filed with the SEC today. These periodic report filings, together with other documents the Company files with the SEC from time to time, will be accessible on AppFolio’s website, http://ir.appfolioinc.com. The limited information that follows in this press release is not adequate for making an informed investment judgment.
Financial Outlook
Based on information available as of May 10, 2021, AppFolio’s outlook for fiscal year 2021 follows:

Full year revenue is expected to be in the range of $348 million to $355 million.
Diluted weighted average shares are expected to be approximately 36 million for the full year.

Executive Management TransitionAppFolio announced that its Chief Financial Officer, Ida Kane, has notified its Board of Directors of her plans to depart the Company. Ms. Kane will remain in her current position until a mutually determined future date. The Company is initiating a search for her successor and all parties are committed to ensuring a smooth transition.
Conference Call InformationAs previously announced, the Company will host a conference call today, May 10, 2021, at 1:30 p.m. Pacific Time, 4:30 p.m. Eastern Time, to discuss its financial results. Participants who wish to dial into the conference call please register in advance at http://www.directeventreg.com/registration/event/6585354. After registering, a confirmation email will be sent, including dial-in details and a unique code for entry. Registration will be open through the start of the live call.
Following the conference call, a replay will be available at (800) 585-8367 (domestic) or (416) 621-4642 (international). The replay passcode is 6585354. An archived webcast of this conference call will also be available on AppFolio’s Investor Relations website at http://ir.appfolioinc.com.
About AppFolio, Inc.AppFolio provides innovative software, services and data analytics to the real estate industry. Our industry-specific, cloud-based business management solutions are designed to enable our customers to digitally transform their businesses, address critical business operations and enable exceptional customer service. Today our core solutions include AppFolio Property Manager, AppFolio Property Manager PLUS, and AppFolio Investment Management. In addition, the Company offers a variety of Value+ services that are designed to enhance, automate and streamline essential processes and workflows for our customers. AppFolio was founded in 2006 and is headquartered in Santa Barbara, CA. Learn more at www.appfolioinc.com.
Investor Relations Contact: [email protected] 
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical fact contained in this press release, and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts, “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. In particular, forward-looking statements contained in this press release relate to the Company’s future or assumed revenues and weighted-average outstanding shares, as well as its future growth and success.
Forward-looking statements represent AppFolio’s current beliefs and assumptions based on information currently available. Forward-looking statements involve numerous known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the risks and uncertainties that may cause the Company’s actual results to materially differ from those expressed or implied by these forward-looking statements are described in the section entitled “Risk Factors” in AppFolio’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which will be filed with the SEC today, as well as in the Company’s other filings with the SEC. You should read this press release with the understanding that the Company’s actual future results may be materially different from the results expressed or implied by these forward looking statements.
Except as required by applicable law or the rules of the NASDAQ Global Market, AppFolio assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

CONDENSED CONSOLIDATED BALANCE SHEETS(UNAUDITED)(in thousands, except par values)

 
March 31,2021
 
December 31,2020

Assets
 
 
 

Current assets
 
 
 

Cash and cash equivalents
$
44,744
 
 
$
140,263
 

Investment securities—current
103,341
 
 
28,256
 

Accounts receivable, net
12,524
 
 
10,057
 

Prepaid expenses and other current assets
20,843
 
 
20,777
 

Total current assets
181,452
 
 
199,353
 

Investment securities—noncurrent
11,806
 
 
6,770
 

Property and equipment, net
26,530
 
 
26,439
 

Operating lease right-of-use assets
30,021
 
 
30,561
 

Capitalized software development costs, net
37,554
 
 
35,459
 

Goodwill
56,147
 
 
56,147
 

Intangible assets, net
15,170
 
 
16,357
 

Deferred income taxes—noncurrent
13,401
 
 
12,181
 

Other long-term assets
6,616
 
 
6,213
 

Total assets
$
378,697
 
 
$
389,480
 

Liabilities and Stockholders’ Equity
 
 
 

Current liabilities
 
 
 

Accounts payable
$
2,262
 
 
$
1,040
 

Accrued employee expenses—current
20,050
 
 
18,888
 

Accrued expenses
10,231
 
 
14,069
 

Deferred revenue
3,135
 
 
2,262
 

Income tax payable
2,601
 
 
9,095
 

Other current liabilities
4,758
 
 
4,451
 

Total current liabilities
43,037
 
 
49,805
 

Accrued employee expenses—noncurrent
1,172
 
 
—
 

Operating lease liabilities
39,598
 
 
40,146
 

Deferred income taxes—noncurrent
9,106
 
 
13,609
 

Total liabilities
92,913
 
 
103,560
 

Stockholders’ equity:
 
 
 

Preferred stock, $0.0001 par value, 25,000 shares authorized and no shares issued and outstanding as of March 31, 2021 and December 31, 2020
—
 
 
—
 

Class A common stock, $0.0001 par value, 250,000 shares authorized as of March 31, 2021 and December 31, 2020; 19,321 and 19,148 shares issued as of March 31, 2021 and December 31, 2020, respectively; 18,902 and 18,729 shares outstanding as of March 31, 2020 and December 31, 2020, respectively
2
 
 
2
 

Class B common stock, $0.0001 par value, 50,000 shares authorized as of March 31, 2021 and December 31, 2020; 15,551 and 15,659 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively
2
 
 
2
 

Additional paid-in capital
160,650
 
 
161,247
 

Accumulated other comprehensive income
38
 
 
56
 

Treasury stock, at cost, 419 shares of Class A common stock as of March 31, 2021 and December 31, 2020
(25,756
)
 
(25,756
)

Retained earnings
150,848
 
 
150,369
 

Total stockholders’ equity
285,784
 
 
285,920
 

Total liabilities and stockholders’ equity
$
378,697
 
 
$
389,480
 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)(in thousands, except per share amounts)

 
Three Months EndedMarch 31,

 
2021
 
2020

Revenue
$
78,921
 
 
$
72,495
 

Costs and operating expenses:
 
 
 

Cost of revenue (exclusive of depreciation and amortization)
33,298
 
 
28,961
 

Sales and marketing
16,179
 
 
14,506
 

Research and product development
14,383
 
 
11,212
 

General and administrative
13,361
 
 
8,572
 

Depreciation and amortization
7,369
 
 
6,414
 

Total costs and operating expenses
84,590
 
 
69,665
 

(Loss) income from operations
(5,669
)
 
2,830
 

Other income, net
562
 
 
22
 

Interest income (expense), net
53
 
 
(494
)

(Loss) income before (benefit from) provision for income taxes
(5,054
)
 
2,358
 

(Benefit from) provision for income taxes
(5,533
)
 
375
 

Net income
$
479
 
 
$
1,983
 

Net income per common share:
 
 
 

Basic
$
0.01
 
 
$
0.06
 

Diluted
$
0.01
 
 
$
0.

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The Securities and Exchange Commission will likely take more regulatory action on special purpose acquisition companies (SPACs) by the end of summer, a former SEC commissioner says, potentially setting up a showdown in the courts as companies and investors push back against the SEC’s efforts to curb SPACs. 
“At some point there will be people who will push back and this may well be tested in court if the SEC is overly aggressive on this,” Paul Atkins, CEO of Patomak Global Partners and former SEC commissioner, said last week in a webcast hosted by capital market company B. Riley Financial.

Although action the SEC took in late March and early April to curb SPACs was done at the staff level, under new chairman Gary Gensler, the agency will likely take additional steps with commissioner backing. 
“What the SEC is testing now is the strength of the regulatory regime,” Atkins said, “to see whether things need to be beefed up.”
Sand in the gears
The SEC’s earlier action sent shock waves through the startup and investor communities, what Atkins called a “Friday afternoon bomb,” because it challenged industry practices and came from acting staff heads who were reporting to an acting chair. 
“All of this was done without commissioner involvement,” he said. “Maybe they gave the commissioners a head’s up. It would not necessarily have been voted on by the commissioners, so that was done on a staff level by an acting director working for an acting chairman. That’s not really the best of due process, frankly, for something that had been pretty much settled.”
Among other things, the SEC advised companies to account for warrants they issue as an investment inducement as liabilities rather than as equity, and also questioned whether SPACs were protected under a safe harbor for the accuracy of their forward-looking projections.      
“Things pretty much ground to a halt,” he said. “Accountants didn’t want to put their consents into the reports in the registration statements.”
The SEC has argued the warrants are liabilities because companies could be on the hook for repaying them in cash if investors were to exercise their selling rights, but accounting specialists say that’s unlikely to happen because there’s no realistic scenario in which investors would have a financial incentive to do that. Nor is the SEC challenging operating companies’ practice of accounting for warrants as equity.  
“Why should SPAC warrants be treated any differently than for an operating company?” Atkins asked. 
Slower approvals
Since the SEC statements came out, SPAC approvals have slowed dramatically. About half a dozen SPACs, which enable companies to go public without having to file a traditional IPO by merging with a publicly traded blank-check company, have been approved in the last few weeks. That shows approvals are still happening, but the number represents a trickle compared to the hundreds that were lining up in just the first few months of 2021. 
“There’s no question they wanted to take the air out of the balloon, and they effectively did that,” he said. 

It’s too soon to know what additional steps the SEC will take to keep SPACs from becoming a major risk to investors, who see them as a way to generate high yields while interest rates remain low. But there’s plenty the agency can do given the regulatory authority it has, Atkins said.
“If the SEC wanted to really be aggressive [they could require the SPAC to have] an operating company from the get-go and three years of financials and drill down that way,” he said. “That would be extremely aggressive.”
Whatever the SEC decides to do under Gensler will probably be done with an important audience in mind: Congress. “When Congress gets involved in things like this, it rarely turns out very well,” Atkins said.
Traditionally, Congress has deferred to the SEC on regulatory matters, and that will probably be the case here, he said. But SPACs have nevertheless grabbed lawmakers’ attention, in part because of the celebrity-generated hype they’ve received. A number of celebrities have leveraged the attention they command in the media to drive investors to SPACs they’re sponsoring. 
“SPACs are on the agenda,” he said. 
The House Financial Services Committee has scheduled a hearing May 24 to look at SPACs as part of a broader probe into IPOs, and in the Senate, John Kennedy (R-La.), introduced a bill to ensure investors have adequate transparency into SPAC deals, particularly when it comes to what are called “founder’s shares,” a special class of shares that go to the SPAC sponsors after the merger is completed. 
“This type of compensation does not exist as part of traditional IPOs,” said Kennedy in his statement introducing the bill. “When SPAC sponsors convert the shares that they receive in the merged company, the public’s shares of that company are diluted and lose value. The valuation of SPAC shares may fall even further if a SPAC sponsor chooses a weak company with which to merge.”
Enactment is unlikely
The chance of any SPAC legislation making it through the House and Senate for signature by President Biden is small, Langston Emerson, a principal with the public policy consulting firm Mindset, said in the webcast. But the congressional activity is key to ensuring whatever risks SPACs pose are brought to light and lawmakers can determine if the SEC has matters under control.
“This will be part of a broader deep dive,” Emerson said.

For Republicans, spotlighting the issue will provide a chance to get educated about something many of them aren’t familiar with and help them determine whether the risk SPACs pose matches the hype they’re getting in the media. 
“SPACs are either misunderstood or not understood at all,” Chris Brown, principal at Mindset, said. “The primary source of information is coming out of the media. This is an opportunity to get out and ensure the narrative is balanced.”
That narrative, Brown said, should include the role SPACs are playing in helping small and mid-sized companies, especially those in forward-looking industries, get access to public markets so they can grow their business and create jobs. 
“Once you get past the headline, [you can] understand the role SPACs play in the capital markets for emerging technologies and clean energy companies,” he said. “Not all SPACs are created equal. We need to get past the fervor coming out of the media.

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Boston, Massachusetts, May 10, 2021 (GLOBE NEWSWIRE) — ArcLight Clean Transition Corp. II (Nasdaq: ACTDU) (the “Company”) announced today that, commencing May 13, 2021, holders of the units sold in the Company’s initial public offering of 27,500,000 units, completed on March 22, 2021, and the subsequent sale of an additional 3,616,305 units upon partial-exercise of the underwriters’ over-allotment option, on March 25, 2021, may elect to separately trade the Class A ordinary shares and warrants included in the units. Those units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ACTDU,” and the Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “ACTD” and “ACTDW,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.   
The units were initially offered by the Company in an underwritten offering. Barclays Capital Inc. and Citigroup Global Markets Inc. are serving as joint book-running managers for the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on March 22, 2021.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: 1-800-831-9146; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: 1-800-603-5847.
About ArcLight Clean Transition Corp. II
ArcLight Clean Transition Corp. II, led by Chairman Daniel Revers and President and Chief Executive Officer Jake Erhard, intends to pursue opportunities created by the accelerating transition toward sustainable use of energy and natural resources, but will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Media inquiries:
Marco Gatti, CFO617-531-6300investor.relations@arclightclean.

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… that was previously filed with the Securities and Exchange Commission. … at the Securities and Exchange Commission’s website at www.sec.gov.

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Law360 (May 10, 2021, 2:11 PM EDT) — A new April report from the Manhattan Institute took an initial look at how asset managers are responding now that the U.S. Securities and Exchange Commission finalized a rule governing the conduct of proxy advisers, and issued guidance cautioning asset managers about robo-voting, or automatically voting in line with proxy adviser recommendations.[1][2][3]Although the report showed a modest decline in robo-voting, the SEC should continue to monitor asset managers’ use of proxy advisers to ensure they are not wholly outsourcing their voting responsibilities.Back in 2018, I drafted a report that initially quantified robo-voting and cautioned against the practice.

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WASHINGTON, May 10, 2021 /PRNewswire/ — Certified Financial Planner Board of Standards, Inc. (CFP Board) announced today public disciplinary actions against the following individuals, effective immediately or on the date noted in each case. Public disciplinary actions taken by CFP Board, in order of increasing severity, include Public Censures, Suspensions and Permanent Revocations. This release contains information about recent disciplinary actions relating to 19 current or former CFP® professionals. Of these actions, there are 11 Public Censures, three Suspensions, and five Revocations.
The basis for each decision also may be found on CFP Board’s website at https://www.cfp.net/verify-a-cfp-professional. At that website, the public may check on any individual’s CFP Board disciplinary history and CFP® certification status. The website also provides links to other sources of information about CFP® professionals that may be more recent or that may contain information that has not led to CFP Board discipline and does not appear on CFP Board’s website. That information may include customer disputes, disciplinary actions taken by a regulator or employer, certain criminal matters, and certain financial matters (such as bankruptcy proceedings and unpaid judgments or liens). For those who are subject to the Financial Industry Regulatory Authority (FINRA) or the U.S. Securities and Exchange Commission (SEC) oversight, the website includes links to FINRA’s BrokerCheck and the SEC’s Investment Adviser Public Disclosure databases. 
CFP Board’s enforcement process is a critical consumer protection. As part of their certification, CFP® professionals agree to abide by CFP Board’s Code of Ethics and Standards of Conduct (Code and Standards), or its predecessor, the Standards of Professional Conduct (Standards), which included the Code of Ethics and Professional Responsibility, Rules of Conduct and Financial Planning Practice Standards. CFP Board’s Procedural Rules set forth the process for investigating matters and imposing discipline where violations have been found.
CFP Board enforces its ethical standards by investigating alleged violations and, where there is probable cause to believe there are grounds for sanction, presenting a Complaint containing the alleged violations to CFP Board’s Disciplinary and Ethics Commission (Commission). If the Commission determines there are grounds for sanction, then it may impose a sanction ranging from a Private Censure or Public Censure to the Suspension or Revocation of the right to use the CFP® marks. 
The Commission meets at least six times a year to provide a fair, unbiased review of any matter in which CFP Board has alleged that a CFP® professional has violated the Code and Standards, or its predecessor Standards. The Commission functions in accordance with the Procedural Rules and reviews all matters on a case-by-case basis, taking into account the details specific to an individual case.
If a Respondent is in default due to a failure to (a) acknowledge receipt of a Notice of Investigation sent by CFP Board Counsel, (b) file an Answer to a Complaint, (c) provide proof of compliance after an Interim Suspension Order or written evidence after a Public Censure, Temporary Bar, or Permanent Bar, or a statement and written evidence after a Suspension, or (d) pay fees assessed by CFP Board, then Respondent will be in default and, based upon CFP Board Counsel’s determination of the seriousness, scope, and harmfulness of the allegations, CFP Board Counsel must deliver to Respondent an Administrative Order of Suspension, Administrative Order of Temporary Bar, Administrative Order of Revocation, or an Administrative Order of Permanent Bar. 
While CFP Board has attempted to capture the details relevant to each decision, the summary nature of these releases may omit certain details affecting the decision. Accordingly, the decisions and/or rationale described in the releases may not apply to other cases reviewed by the Commission or reflect the Commission’s future interpretation or application of the Code and Standards, or the predecessor Standards.

STATE

NAME

LOCATION

DISCIPLINE

California

Charles D. Etzweiler, CFP®

San Diego

Public Censure

California

Grant Ter-Avanesyan, CFP®

Dublin

Public Censure

Colorado

Jeffrey A. Grimes, CFP®

Colorado Springs

Public Censure

Florida

James A. Colley, CFP®

Lake Placid

Public Censure

Minnesota

Michael J. Corbett, CFP®

Osseo

Public Censure

New York

David Beston, CFP®

New York

Public Censure

North Carolina

Peyton K. Gravely, Jr., CFP®

Mount Airy

Public Censure

Virginia

Charles B. Atwill, CFP®

Richmond

Public Censure

Vermont

Mark C. Giometti, CFP®

Warren

Public Censure

Texas

Jonathan M. Hurley, CFP®

Fort Worth

Public Censure

Texas

Harold G. Minton, CFP®

Houston

Public Censure

California

Michael S. Behner

San Diego

Administrative Suspension

District of Columbia

Marie Isabel Laurion

Washington

Administrative Suspension

Pennsylvania

Robert E. Kauffman

Lancaster

Administrative Suspension

California

Marco Rivera

Windsor

Administrative Revocation

Georgia

David Harrison Miller

Atlanta

Administrative Revocation

Georgia

F. Stephen Lambert

Decatur

Administrative Revocation

Nevada

Wesley W. Griffin

Sparks

Administrative Revocation

Tennessee

Bryant Caveness

Kingsport

Administrative Revocation

PUBLIC CENSURE
CALIFORNIA
Charles D. Etzweiler, CFP® (San Diego, California): In January 2021, the Disciplinary and Ethics Commission (Commission) and Mr. Etzweiler entered into a Consent Order pursuant to which the Commission issued to Mr. Etzweiler a Public Censure. The Commission issued its order after determining that Mr. Etzweiler failed to pay federal taxes each year for five consecutive years, generating a history of federal tax liens amounting to more than $263,000. In the Consent Order, Mr. Etzweiler consented to findings that he failed to timely pay his federal tax obligations for several years. Pursuant to the Consent Order, Mr. Etzweiler consented to findings that his conduct violated Rule 6.5 of the Rules of Conduct, providing grounds for the sanction imposed. Accordingly, the Commission issued to Mr. Etzweiler a Public Censure.
Grant Ter-Avanesyan, CFP® (Dublin, California): In February 2021, the Disciplinary and Ethics Commission (Commission) and Mr. Ter-Avanesyan entered into a Consent Order pursuant to which Mr. Ter-Avanesyan agreed that CFP Board would issue a Public Censure. In the Consent Order, Mr. Ter-Avanesyan consented to findings that he failed to perform his professional services with dedication to the lawful objectives of his firm by obtaining and retaining reimbursement for a 2012 computer purchase to which he was not entitled under the firm’s Computer Equipment Purchase Assistance Program. These actions resulted in his resignation of employment in January 2018. Mr. Ter-Avanesyan also consented to a finding that, in an August 2019 Cautionary Action Letter, the Financial Industry Regulatory Authority, Inc. (FINRA) found that his conduct with respect to the computer reimbursement violated FINRA Rule 2010, which states that “every member…shall observe high standards of commercial honor and just and equitable principles of trade.” As a result, in the Consent Order, Mr. Ter-Avanesyan consented to findings that his conduct violated Rules 5.1 and 6.5 of the Rules of Conduct, providing grounds for the sanction imposed. Accordingly, the Commission issued to Mr. Ter-Avanesyan a Public Censure.
COLORADO
Jeffrey A. Grimes, CFP® (Colorado Springs, Colorado): In January 2021, the Disciplinary and Ethics Commission (Commission) issued an order in which Mr. Grimes received a Public Censure and Thirty (30) hours of remedial education in the principal topic areas of Ethics and/or Professional Conduct and Regulation. The Commission issued its order after determining that Mr. Grimes (1) dropped two undergraduate courses, prior to completion, and received reimbursement from the university directly to him when he had used his employer’s education benefits to pay for the courses; (2) submitted altered transcripts with changed dates to his employer; and (3) did not provide his employer with documentation of the courses being dropped or that funds were deposited back into his personal account. The Commission determined that Mr. Grimes’ conduct violated Rules 5.1, 6.2, and 6.5 of the Rules of Conduct, providing grounds for the sanction imposed. Accordingly, the Commission issued to Mr. Grimes a Public Censure and Thirty (30) hours of remedial education in the principal topic areas of Ethics and/or Professional Conduct and Regulation.
FLORIDA
James A. Colley, CFP® (Lake Placid, Florida): In February 2021, the Disciplinary and Ethics Commission (Commission) and Mr. Colley entered into a Consent Order in which Mr. Colley agreed that CFP Board would issue a Public Censure.  In the Consent Order, Mr. Colley consented to findings that, in April 2018, he entered into a Consent Order with the Florida Office of Financial Regulation on behalf of himself and his company, James A. Colley, Inc., of which he is the sole owner. The 2018 Florida Consent Order found that Mr. Colley and his firm: (1) failed to disclose on the firm’s Form ADV for three years a 2012 Order against his firm for failure to file financial statements; (2) failed to properly disclose billing practices to clients; (3) made false and misleading statements regarding the firm’s economic connection to an outside company; (4) failed to concurrently send invoices to clients; (5) maintained custody of client funds and securities; (6) failed to enter into written advisory agreements with more than one client; (7) failed to disclose whether written advisory agreements granted discretionary power to the advisor; and (8) directly or indirectly published, circulated, or distributed a false or misleading advertisement. As part of the 2018 Florida Consent Order, Mr. Colley and his firm agreed to cease and desist from the conduct at issue and paid a $4,000.00 fine. Further, Mr. Colley failed to disclose the Consent Order to CFP Board within 30 days as then-required by Article 13.2 of the Disciplinary Rules and Procedures. Pursuant to the settlement agreement, Mr. Colley consented to findings that this conduct violated Rules 2.1, 4.3, and 6.2 of CFP Board’s Rules of Conduct, providing grounds for the sanction imposed. Accordingly, the Commission issued to Mr. Colley a Public Censure.
MINNESOTA
Michael J. Corbett, CFP® (Osseo, Minnesota): In March 2021, the Disciplinary and Ethics Commission (Commission) and Mr. Corbett entered into a Consent Order pursuant to which Mr. Corbett received a Public Censure. In the Consent Order, Mr. Corbett consented to findings that he was terminated from his firm in 2019 for failing to follow the required signature guarantee protocol, which two regulators inquired about. Mr. Corbett admitted to applying a signature guarantee stamp to a client’s annuity distribution form when the client was not present. Under the signature guarantee stamp policy, Mr. Corbett could only apply the signature guarantee stamp when he was physically present at the time the client signed the document. As a result of Mr. Corbett’s misuse of the signature guarantee stamp, the carrier rejected the annuity distribution form and the client was unable to surrender the annuity prior to the annuity owner’s death, when the value of the annuity was higher than after the annuity owner’s death. Mr.

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MIAMI BEACH, FL / ACCESSWIRE / May 10, 2021 / Alfi, Inc. (NASDAQ:ALF) (‘Alfi’ or the ‘Company’), an AI enterprise SaaS platform company, powering computer vision with machine learning models to allow content publishers and brand owners to deliver interactive, intelligent information without violating user privacy, today announced the underwriters have exercised their over-allotment option to purchase an additional 559,701 shares and 559,701 warrants pursuant to the exercise in full of the overallotment option granted to the underwriters in connection with the Company’s recently completed underwritten public offering of 3,731,344 shares of common stock and warrants to purchase 3,731,344 shares of common stock at a public offering price of $4.15 per share and warrant, less underwriting discounts and commissions. After giving effect to the sale of these additional shares, a total of 4,291,045 shares of common stock and 4,291,045 warrant were sold in the offering, for aggregate gross proceeds of approximately $17.8 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Alfi. The sale of these shares closed on Monday, May 10, 2021.
The Company intends to use the net proceeds primarily for the rollout of Alfi enabled tablets into service, accelerate the rollout of its SaaS software platform and repayment of any outstanding indebtedness.
Kingswood Capital Markets, division of Benchmark Investments, Inc., acted as Sole Book-Running Manager for the Offering. Revere Securities LLC and WestPark Capital, Inc. acted as Co-Managers for the Offering.
The common stock and units described above were offered by Alfi pursuant to a registration statement on Form S-1 (File No. 333-251959) that was originally filed with the Securities and Exchange Commission (‘SEC’) on January 8, 2021 and declared effective on May 3, 2021. The Offering is being made only by means of a prospectus, copies of which may be obtained, when available, from: Kingswood Capital Markets, a division of Benchmark Investments Inc., 17 Battery Place, Suite 625, New York, NY 10004, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 404-7002. Before investing in this Offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Alfi, Inc.
Alfi, Inc. provides solutions that bring transparency and accountability to the digital out of home advertising marketplace. Since 2018, Alfi, Inc. has been developing its artificial intelligence advertising platform to deliver targeted advertising in an ethical and privacy-conscious manner.
For more information, please visit: https://www.getalfi.com.
Forward-Looking Statements
This press release contains statements that constitute ‘forward-looking statements,’ including with respect to the anticipated use of the net proceeds of the public offering. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Alfi Inc. Company Contact
Dennis McIntoshChief Financial [email protected]
Alfi Inc. Investor Relations
TraDigital IRKevin [email protected]
SOURCE: Alfi, Inc.
View source version on accesswire.com:https://www.accesswire.

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Law360 (May 10, 2021, 12:08 PM EDT) — If you’ve continued to follow post-election political news, you’ve likely noticed that President Joe Biden has ushered in the most diverse Cabinet in our nation’s history.The recently elected president has frequently noted that he wants his Cabinet to represent the American demographic. In large part, he’s made good on that promise, with nearly half of his Cabinet members identifying as persons of color. Fifty percent of Biden’s Cabinet additionally identifies as female, and he further succeeded in appointing the first openly gay Cabinet member, Secretary of Transportation Pete Buttigieg.

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Slideshow May 10, 2021 at 12:05 PM Share & Print

Does an increasing number of Bitcoin ETFs increase the odds that the Securities and Exchange Commission will approve at least one of them, opening the gates to more?
That’s what cryptocurrency enthusiasts are hoping for, but last week the SEC decided to delay a decision on a rule change that would have paved the way for the VanEck Bitcoin Trust to trade on the Cboe.
Five days before the first deadline for the decision, the SEC postponed it for another 45 days, which is an option it always had. The new deadline is June 17, 2021, at which point the SEC will ll “either approve or disapprove the application or or institute proceedings to determine whether to disapprove, the proposed rule change,” according to the agency.
The SEC did not give a reason for the postponement and only said “it is appropriate to designate a longer period within which to take action on the proposed rule change so that it has sufficient time to consider the proposed rule change and the comments received.”
The SEC has rejected several Bitcoin ETF applications in the past, including one by VanEck, which was resubmitted with changes.There are currently 9 Bitcoin ETF filings pending before the SEC, seven of them filed this year. Several Bitcoin ETFs are already trading in Canada:  from Purpose, Evolve, CI Galaxy on the Toronto Stock Exchange.
See the slideshow above for a rundown of all the Bitcoin ETF applications pending before the SEC, based on the SEC filings and analysis contained on ETF.com. All but two of the ETFs — the NYDIG and First Trust Skybridge — are passive funds that would follow an index.

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Pactiv Evergreen said it is still waiting on a decision from the Securities and Exchange Commission (SEC) in the matter.

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Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.

The information in this preliminary pricing supplement is not complete and may be changed. We may not sell these securities until the pricing supplement, the accompanying product supplement, and the accompanying prospectus (collectively, the “Offering Documents”) are delivered in final form. The Offering Documents are not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

May 2021
Preliminary Pricing Supplement
Dated May 10, 2021
Registration Statement No. 333-253432
Filed pursuant to Rule 424(b)(2)
(To Prospectus dated February 24, 2021
and Product Supplement dated February 24, 2021)

Structured Investments
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due on or about May 17, 2024
$• Based on the worst performing of the common stock of Amazon.com, Inc. and the common stock of eBay Inc.
Contingent Income Auto-Callable Securities (the “securities”) offer the opportunity for investors to earn a contingent payment with respect to each determination date on which the closing price of each underlying equity is equal to or greater than 70% of its initial price, which we refer to as its coupon barrier level. If the closing price of any underlying equity is less than its coupon barrier level on a determination date, you will not receive any contingent payment for that determination date. As a result, investors must be willing to accept the risk of not receiving any contingent payments during the term of the securities. In addition, if the closing prices of all of the underlying equities are equal to or greater than their respective call threshold levels on any determination date other than the final determination date, the securities will be automatically redeemed for an amount per security equal to (i) the stated principal amount plus (ii) the contingent payment otherwise payable with respect to the related determination date. If, however, on any determination date the closing price of any underlying equity is less than its call threshold level, the securities will not be redeemed. Furthermore, if the final price of any underlying equity is less than 70% of its initial price, which we refer to as its downside threshold level on the final determination date, UBS will pay you a cash payment per security that will be less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the underlying equity with the lowest underlying return as compared to any other underlying equities (the “worst performing underlying equity”) over the term of the securities and, in extreme situations, you could lose all of your initial investment. Accordingly, the securities do not guarantee any return of principal at maturity. Investors will not participate in any appreciation of the underlying equities. Because all payments on the securities are based on the worst performing underlying equity, a decline beyond the respective coupon barrier level and/or downside threshold level, as applicable, of any underlying equity will result in few or no contingent payments and/or a loss of a significant portion and, in extreme situations, all of your initial investment even if the other underlying equity appreciates or has not declined as much. These securities are for investors who are willing to risk their initial investment and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no interest over the entire term of the securities. The securities are unsubordinated, unsecured debt obligations issued by UBS AG, and all payments on the securities are subject to the credit risk of UBS AG.

SUMMARY TERMS
 

Issuer:
UBS AG London Branch

Underlying equities:

Common stock of Amazon.com, Inc. (Bloomberg Ticker: “AMZN UW”)
Common stock of eBay Inc. (Bloomberg Ticker: “EBAY UW”)

Aggregate principal amount:
$•

Stated principal amount:
$10.00 per security

Issue price:
$10.00 per security (see “Commissions and issue price” below)

Pricing date:
Expected to be May 14, 2021

Original issue date:
Expected to be May 19, 2021 (3 business days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days (T+2), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in the secondary market on any date prior to two business days before delivery of the securities will be required, by virtue of the fact that each security initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.

Maturity date:
Expected to be May 17, 2024, subject to postponement for certain market disruption events and as described under “General Terms of the Securities — Market Disruption Events” and “— Payment Dates — Maturity Date” in the accompanying product supplement.

Early redemption:
If, on any determination date other than the final determination date, the closing prices of all of the underlying equities are equal to or greater than their respective call threshold levels, the securities will be automatically redeemed for an early redemption amount on the first contingent payment date immediately following the related determination date.

Early redemption amount:
The early redemption amount will be an amount equal to (i) the stated principal amount plus (ii) any contingent payment otherwise payable with respect to the related determination date.

Contingent payment:
§    
If the closing prices of all of the underlying equities are equal to or greater than their respective coupon barrier levels on any determination date, we will pay a contingent payment of $0.215 (equivalent to 8.60% per annum of the stated principal amount) per security on the related contingent payment date.

 
§    
If the closing price of any underlying equity is less than its respective coupon barrier level on any determination date, we will not pay a contingent payment with respect to that determination date.

Determination dates:
Expected to be August 16, 2021, November 15, 2021, February 14, 2022, May 16, 2022, August 15, 2022, November 14, 2022, February 14, 2023, May 15, 2023, August 14, 2023, November 14, 2023, February 14, 2024 and May 14, 2024, subject to postponement for non-trading days and certain market disruption events (as described under “General Terms of the Securities — Valuation Dates”, “ — Final Valuation Date” and “— Market Disruption Events” in the accompanying product supplement). We also refer to May 14, 2024 as the final determination date. In the event that we make any change to the expected pricing date and original issue date, the calculation agent may adjust the determination dates (including the final determination date) and maturity date to ensure that the stated term of the securities remains the same.

Contingent payment dates:
Three business days following the applicable determination date, except that the contingent payment date for the final determination date will be the maturity date.

Payment at maturity:
§    
If the final prices of all of the underlying equities are equal to or greater than their respective downside threshold levels:
(i) the stated principal amount plus (ii) any contingent payment otherwise payable on the maturity date.

 
§    
If the final price of any underlying equity is less than its downside threshold level:
a cash payment that is less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying equity, for an amount equal to (i) the stated principal amount plus (ii) the stated principal amount times the underlying return of the worst performing underlying equity.

 
If the final price of any underlying equity is less than its downside threshold level, investors will lose a significant portion and, in extreme situations, all of their initial investment regardless of the performance of any other underlying equity.

Underlying return:
The quotient, expressed as a percentage of the following formula: (final price − initial price) / initial price

Initial price:

$[•], which is the closing price of the common stock of Amazon.com, Inc. on the pricing date
$[•], which is the closing price of the common stock of eBay Inc. on the pricing date
The initial price of each underlying equity may be adjusted in the case of certain adjustment events as described under “General Terms of the Securities — Antidilution Adjustments for Securities Linked to an Underlying Equity or Equity Basket Asset” and “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” in the accompanying product supplement.

Worst performing underlying equity:
The underlying equity with the lowest underlying return as compared to any other underlying equity

Call threshold level:

$[•], which is equal to 100% of the initial price of the common stock of Amazon.com, Inc.
$[•], which is equal to 100% of the initial price of the common stock of eBay Inc.
The call threshold level of each underlying equity may be adjusted in the case of certain adjustment events as described under “General Terms of the Securities — Antidilution Adjustments for Securities Linked to an Underlying Equity or Equity Basket Asset” and “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” in the accompanying product supplement.

Coupon barrier level:

$[•], which is equal to 70% of the initial price of the common stock of Amazon.com, Inc.
$[•], which is equal to 70% of the initial price of the common stock of eBay Inc.
The coupon barrier level of each underlying equity may be adjusted in the case of certain adjustment events as described under “General Terms of the Securities — Antidilution Adjustments for Securities Linked to an Underlying Equity or Equity Basket Asset” and “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” in the accompanying product supplement.

Downside threshold level:

$[•], which is equal to 70% of the initial price of the common stock of Amazon.com, Inc.
$[•], which is equal to 70% of the initial price of the common stock of eBay Inc.
The downside threshold level of each underlying equity may be adjusted in the case of certain adjustment events as described under “General Terms of the Securities — Antidilution Adjustments for Securities Linked to an Underlying Equity or Equity Basket Asset” and “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” in the accompanying product supplement.

Final Price:
The closing price of each underlying equity on the final determination date

CUSIP / ISIN:
90278Y465 / US90278Y4659

Listing:
The securities will not be listed or displayed on any securities exchange or any electronic communications network.

Calculation Agent:
UBS Securities LLC

Commissions and issue level:
 
Price to Public(1)
Fees and Commissions(1)
Proceeds to Issuer

Per security
 
100.00%
   2.00%(a)
97.50%

 
 
 
+ 0.50%(b)
 

 
 
 
2.50%
 

Total
 
$•
$•
$•

(1)
UBS Securities LLC will purchase from UBS AG the securities at the price to public less a fee of $0.25 per $10.00 stated principal amount of securities. UBS Securities LLC will agree to resell all of the securities to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) at an underwriting discount which reflects:

 
(a)
a fixed sales commission of $0.20 per $10.

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