UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 91046 / February 3, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-19927

In the Matter of

SUPER MICRO

COMPUTER, INC.,

Respondent.

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NOTICE OF PROPOSED PLAN OF

DISTRIBUTION AND OPPORTUNITY

FOR COMMENT

ADMINISTRATIVE PROCEEDING

File No. 3-19928

In the Matter of

HOWARD HIDESHIMA,

Respondent.

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Notice is hereby given, pursuant to Rule 1103 of the United State Securities and

Exchange Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted

to the Commission a proposed plan of distribution (the “Plan”) for the distribution of monies

paid in the above-captioned matters.

On August 25, 2020, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order

(“SMC Order”)1 against Super Micro Computer, Inc. (“SMC”). In the SMC Order, the

Commission determined that SMC, a producer of computer servers headquartered in California,

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Securities Act Rel. No. 10822 (Aug. 25, 2020).

engaged in improper accounting—prematurely recognizing revenue and understating expenses

from at least fiscal year (“FY”) 2015 through FY 2017. As a result, SMC filed with the

Commission materially misstated financial statements in its annual, quarterly and current reports

during the period.

Also on August 25, 2020, in a related matter, the Commission issued a Corrected Order

Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities

Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order

(“Hideshima Order”) against Howard Hideshima (“Hideshima”),2 the former Chief Financial

Officer of SMC. The Commission determined that Hideshima engaged in improper accounting

and caused internal accounting controls failures, which resulted in SMC systematically

prematurely recognizing and reporting revenue and understating expenses from at least FY 2015

through FY 2017. The Commission further determined that, from at least FY 2015 through FY

2017, Hideshima signed, and/or approved, annual, quarterly and current reports with the

Commission that contained materially misstated financial statements.

As a result of the conduct described in the SMC Order and Hideshima Order

(collectively, the “Orders”), the Commission ordered SMC to pay a civil money penalty of

$17,500,000.00, and Hideshima to pay disgorgement of $260,844.00, prejudgment interest

of $40,212.00, and a civil money penalty of $50,000.00 to the Commission. In the SMC

Order, the Commission created a Fair Fund (the “Fair Fund”), pursuant to Section 308(a) of

the Sarbanes-Oxley Act of 2002, so the collected civil penalty could be distributed to investors

harmed by the conduct described in the Orders. In the Hideshima Order, the Commission

also established a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002

and ordered it to be added to the Fair Fund established in the SMC Order, so the collected

civil penalty, along with collected disgorgement and prejudgment interest, would be

combined into one fund for distribution to investors harmed by the conduct described in the

Orders.

The Fair Fund is comprised of the $17,851,056.00 paid by SMC and Hideshima, pursuant

to the Orders, and has been deposited in an interest-bearing account at United States Department

of Treasury's Bureau of the Fiscal Service (“BFS”).

The assets of the Fair Fund are subject to the continuing jurisdiction and control of the

Commission. All BFS fees will be paid from the Fair Fund. Interest and any additional funds

received pursuant to Commission or Court order, agreement, or otherwise will be added to the

Fair Fund for disbursement to investors in accordance with the Plan.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of

the Plan from the Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm.

Interested persons may also obtain a written copy of the Plan by submitting a written request to

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Exchange Act Rel. No. 89657 (Aug. 25, 2020). The Hideshima Order was corrected from its original form to

add the established Fair Fund to the Fair Fund established in the SMC Order for distribution. See Paragraph IV.C.

of the Hideshima Order

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Catherine E. Pappas, United States Securities and Exchange Commission, One Penn Center,

1617 JFK Blvd., Ste. 520, Philadelphia, PA 19103. All persons who desire to comment on the

Plan may submit their comments, in writing, no later than thirty (30) days from the date of this

Notice:

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to the Office of the Secretary, United States Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549-1090;

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by using the Commission’s Internet comment form

(http://www.sec.gov/litigation/admin.shtml); or

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by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative

Proceeding File Nos. 3-19927 and 3-19928” in the subject line. Comments received will be

publicly available. Persons should submit only information they wish to make publicly

available.

THE PLAN

The Net Available Fair Fund3 is comprised of the $17,851,056.00 paid by SMC and

Hideshima pursuant to the Orders, plus accrued interest, less amounts expended or reserved for

Administrative Costs. The Plan proposes to distribute the Net Available Fair Fund to investors

who purchased the Security during the Relevant Period and suffered an Eligible Loss Amount as

calculated under the Methodology used in the Plan of Allocation.

For the Commission, by its Secretary, pursuant to delegated authority.

Vanessa A. Countryman

Secretary

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

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