UNITED STATES OF AMERICA

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UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING

File No. 3-22425

:

In the Matter of

:

:

American Electric Power Company, :

Inc.,

:

:

:

Respondent.

:

I.

CORRECTED PLAN OF

DISTRIBUTION

OVERVIEW

1.

The Division of Enforcement submits this Proposed Plan of Distribution (the “Plan”)

to the United States Securities and Exchange Commission (the “Commission”) pursuant to Rule

1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the “Commission’s Rules”),

17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair Fund (the “Fair Fund”),

comprised of civil money penalties collected from American Electric Power Company, Inc. (the

“Respondent”) in the above-captioned matter. 1

2.

As described more specifically below, the Plan seeks to compensate investors who

were harmed by the Respondent’s conduct described in the Order, in connection with share price

inflation caused by the Respondent’s false and misleading statements. As calculated using the

methodology detailed in the Plan of Allocation (attached as Exhibit A), investors will be

compensated for their losses on common stock of American Electric Power (“AEP”) (the “Security”)

that were purchased between January 1, 2018 through June 7, 2021 (the “Relevant Period”). In the

view of the Commission staff and the Fund Administrator, this methodology constitutes a fair and

reasonable allocation of the Fair Fund.

3.

The Commission has custody of the Fair Fund and shall retain control of the assets of

the Fair Fund. The Plan is subject to approval by the Commission, and the Commission retains

jurisdiction over its implementation.

See 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., Securities Act

Rel. No. 11356 (Jan 17, 2025) (the “Order”).

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II.

BACKGROUND

4.

On January 17, 2025, the Commission issued the Order instituting and simultaneously

settling cease-and-desist proceedings against the Respondent. In the Order, the Commission found

that American Electric Power, a New York public utility holding corporation, with its principal place

of business in Columbus, Ohio violated federal securities laws in connection with its relationship

with, and statements made about, Empowering Ohio's Economy, Inc. (“Empowering Ohio”), an

Internal Revenue Code Section 501(c)(4) entity that American Electric Power formed, fully funded,

and controlled. The Order found that, on July 21, 2020, former Speaker of the Ohio House of

Representatives Larry Householder and Generation Now, Inc., a 501(c)(4) organization controlled

by Householder, were charged with federal racketeering and conspiracy related to a years-long

bribery scheme. On Saturday, July 25, 2020, the Columbus Dispatch published a front-page article

that linked American Electric Power and Empowering Ohio and noted that Empowering Ohio had

contributed to Generation Now. The Commission found that, on July 27, 2020, after its stock price

began to fall, American Electric Power issued a press release regarding its relationship with

Empowering Ohio and contributions to Generation Now. The Commission found that the press

release was misleading because it omitted key facts; specifically, it stated that American Electric

Power did not make any contributions to Generation Now, when, in fact, American Electric Power

had fully funded Empowering Ohio, and an American Electric Power employee directed

Empowering Ohio’s contributions to Generation Now. American Electric Power also failed to

disclose material related party transactions with respect to payments it made to Empowering Ohio in

its 2019 Form 10-K. Finally, American Electric Power failed to keep accurate books and records;

and devise and maintain a sufficient system of internal accounting controls with respect to the

identification and disclosure of material related party transactions.

5.

The Commission found that the Respondent violated 17(a)(2) of the Securities Act,

Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act (the “Exchange Act”)

and Rules 12b-20 and 13a-1 thereunder. The Commission ordered the Respondent to pay a

$19,000,000 civil money penalty to the Commission. The Commission also created a Fair Fund,

pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected can be

distributed to harmed investors.

6.

The Respondent has paid in full. The Fair Fund has been deposited in a Commissiondesignated account at the United States Department of the Treasury, and any accrued interest will be

added to the Fair Fund.

III.

DEFINITIONS

As used in this Plan, the following definitions will apply:

7.

“Administrative Costs” shall mean any administrative costs and expenses, including

without limitation the fees and expenses of the Tax Administrator and the Fund Administrator, tax

obligations, bond premium expenses, and investment and banking costs.

8.

“Claim Form” means the form designed by the Fund Administrator, in consultation

with the Commission staff, for the filing of claims in accordance with this Plan. The Claim Form

will require, at a minimum, sufficient documentation reflecting any Preliminary Claimant’s

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purchases and dispositions of the Security during the Relevant Period such that eligibility under the

Plan can be determined, tax identification and other related information from the Preliminary

Claimant as determined necessary by the Fund Administrator in coordination with the Tax

Administrator, and a certification that the Preliminary Claimant is not an Excluded Party.

9.

“Claim Status Notice” means the notice sent by the Fund Administrator within 45

days of the Claims Bar Date to any Preliminary Claimant that submitted a deficient Claim Form.

The Claim Status Notice will provide to each Preliminary Claimant whose claim is deficient, in

whole or in part, the reason(s) for the deficiency and in the event the claim is denied, the Claim

Status Notice will state the reason(s) for such denial. The Claim Status Notice will also notify the

Preliminary Claimant of the opportunity to cure any deficiency, request reconsideration, or dispute

the determination made by the Fund Administrator and provide instructions regarding what is

required to do so.

10.

“Claims Bar Date” means the date established in accordance with this Plan by which

a Preliminary Claimant’s Claim Form must be postmarked or submitted electronically in order to

receive consideration under the Plan. The Claims Bar Date shall be 90 days after the initial mailing

of the Plan Notice. Claim Forms submitted by Preliminary Claimants postmarked or received after

the Claims Bar Date will not be accepted unless the Fund Administrator is directed to do so by the

Commission staff.

11.

“Determination Notice” shall mean the written notice sent by the Fund

Administrator to all Preliminary Claimants who timely submitted a Claim Form notifying the

Preliminary Claimant of its eligibility determination. The Determination Notice will further provide

each Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or its

calculated Recognized Loss. The Determination Notice will constitute the Fund Administrator’s

final ruling regarding the eligibility status of the claim.

12.

“Distribution Payment” means a payment from the Fair Fund to a Payee in

accordance with the terms of this Plan.

13.

“Eligible Claimant” means a Preliminary Claimant, who is not an Excluded Party,

who submitted a valid Claim Form and has suffered a Recognized Loss, as calculated in accordance

with the Plan of Allocation.

14.

“Excluded Party” shall mean:

(a)

The Respondent;

(b)

Present or former officers or directors of Respondent or any assigns, creditors,

heirs, distributees, spouses, parents, dependent children or controlled entities

of any of the foregoing Persons or entities;

(c)

Any employee or former employee of the Respondent or any of its affiliates

who has been terminated for cause or has otherwise resigned, in connection

with the conduct described in the Order;

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(d)

Any Person who, as of the Claims Bar Date, has been the subject of criminal

charges related to the conduct described in the Order or any related

Commission action;

(e)

Any firm, trust, corporation, officer, or other entity in which Respondent has

or had a controlling interest;

(f)

The Fund Administrator, its employees, and those Persons assisting the Fund

Administrator in its role as the Fund Administrator; or

(g)

Any purchaser or assignee of another Person’s right to obtain a recovery from

the Fair Fund for value; provided, however, that this provision shall not be

construed to exclude those Persons who obtained such a right by gift,

inheritance or devise.

The Claim Form will require claimants to certify that they are not an Excluded Party. All Excluded

Parties will be deemed ineligible to participate in the distribution of the Fair Fund.

15.

“Fair Fund” means the fund created by the Commission pursuant to Section 308(a)

of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondent’s violations

described in the Order.

16.

“Net Available Fair Fund” means the Fair Fund, plus any interest or earnings, less

Administrative Costs.

17.

“Payee” means an Eligible Claimant whose Recognized Loss calculates, in

accordance with the Plan of Allocation, to a distribution amount equal to or greater than $20.00 who

will receive a Distribution Payment.

18.

“Person” means natural individuals as well as legal entities such as corporations,

partnerships, or limited liability companies.

19.

“Plan Notice” means a written notice from the Fund Administrator to Preliminary

Claimants informing them of the Fair Fund; the Plan and its eligibility requirements; explaining how

to submit a claim, including instructions for any online claims process; and how to obtain a copy of

the approved Plan and Claim Form by request or from the Fair Fund’s website. The Plan Notice will

also be available on the Fair Fund’s website that is maintained by the Fund Administrator. The

initial mailing of the Plan Notice is the mailing sent by the Fund Administrator in accordance with

paragraph 37.

20.

“Plan of Allocation” means the methodology used by the Fund Administrator to

calculate if a Preliminary Claimant has suffered a Recognized Loss. The Plan of Allocation is

attached as Exhibit A.

21.

“Preliminary Claimant” shall mean a Person, or their lawful successors, identified

by the Fund Administrator as having a possible claim to recover from the Fair Fund under this Plan,

or a Person asserting prior to the Claims Bar Date that he, she, or it has a possible claim to recover

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from the Fair Fund under this Plan, as a result of transactions in the Security during the Relevant

Period.

22.

“Recognized Loss” means the amount of loss calculated in accordance with the Plan

of Allocation.

23.

“Relevant Period” means the period of time between January 1, 2018 (the first

known contribution from Empowering Ohio to Generation Now) through June 7, 2021 (the day

before AEP announced it had received a subpoena from the Commission).

24.

“Security” refers to shares of American Electric Power ("AEP") common stock

common stock registered with the Commission and traded under the symbol “AEP”.

25.

“Summary Notice” means the notice published in print or internet media that shall

include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means of

obtaining a Claim Form and Plan Notice, and the Claims Bar Date. The Summary Notice will be

published and will appear within ten (10) days of the initial mailing of the Plan Notice.

26.

“Third Party Filer” means a third-party, including without limitation a nominee,

custodian, or an intermediary holding in street name, who is authorized to submit and submits a

claim(s) on behalf of one or more Preliminary Claimants.

IV.

TAX COMPLIANCE

27.

On February 10, 2026, the Commission appointed Miller Kaplan Arase LLP as the

tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of the

Fair Fund. 2 The Tax Administrator will be compensated for reasonable fees and expenses from the

Fair Fund in accordance with its 2026 through 2030 Engagement Letter Agreement with the

Commission.3

28.

The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section

468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related

regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the administrator of

such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the tax-related

administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not limited to:

(a)

Obtaining a taxpayer identification number;

(b)

Requesting funds necessary for the timely payment of all applicable taxes, the

payment of taxes for which the Tax Administrator has received funds, and the

filing of applicable returns; and

(c)

Fulfilling any information reporting or withholding requirements required for

distributions from the Fair Fund, including but not limited to Foreign Account

See Order Appointing Tax Administrator, Exchange Act Rel. No. 104801 (Feb. 10, 2026).

See Omnibus Order Directing the Engagement of Two Tax Administrators for Appointment on a Case-By-Case Basis

in Administrative Proceedings that Establish Distribution Funds, Exchange Act Rel. No. 104544 (Jan 5, 2026).

2

3

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Tax Compliance Act (FATCA).

29.

All tax obligations will be paid from the Fair Fund, subject to the review and approval

of Commission staff.

V.

FUND ADMINISTRATOR

30.

On March 30, 2026, the Commission appointed Epiq Class Action and Claims

Solution, as the fund administrator for the Fair Fund (the “Fund Administrator”), and the Fund

Administrator has obtained a bond in the amount of $19,000,000, as ordered. 4 Pursuant to Rule

1105(a) of the Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund Administrator may be

removed at any time by order of the Commission or hearing officer.

31.

The Fund Administrator will be responsible for administering the Fair Fund in

accordance with the Plan. This will include, among other things, taking reasonable steps to identify

and contact Preliminary Claimants; obtaining mailing information for Preliminary Claimants;

establishing a website and staffing a call center to address inquiries during the claims process;

developing a claims database; preparing accountings; cooperating with the Tax Administrator

appointed by the Commission to satisfy any tax liabilities and to ensure compliance with income tax

reporting requirements, including but not limited to Foreign Account Tax Compliance Act

(FATCA); advising Preliminary Claimants of deficiencies in claims and providing an opportunity to

cure any documentary defects; taking antifraud measures, such as identifying false, ineligible and

overstated claims; making determinations under the criteria established herein as to Preliminary

Claimant’s eligibility; advising Preliminary Claimants of final claim determinations; disbursing the

Fair Fund in accordance with this Plan, as ordered by the Commission; and researching and

reconciling errors and reissuing payments, when possible.

32.

To carry out the purposes of this Plan, the Fund Administrator is authorized to make

and implement immaterial changes to the Plan upon agreement of the Commission staff. If a change

is deemed to be material by the Commission staff, Commission approval is required prior to

implementation by amending the Plan.

33.

The Fund Administrator may extend any procedural deadline contained in the Plan

for good cause shown, if agreed upon by the Commission staff.

34.

The Fund Administrator is authorized to enter into agreements with third parties as

may be appropriate or necessary in the administration of the Fair Fund, provided such third parties

are not excluded pursuant to other provisions of this Plan. In connection with such agreements, the

third parties shall be deemed to be agents of the Fund Administrator under this Plan.

35.

The Fund Administrator will be entitled to payment from the Fair Fund of reasonable

fees and expenses, including the bond premium, incurred in the performance of its duties (including

any such fees and expenses incurred by agents, consultants or third parties retained by the Fund

Administrator in furtherance of its duties).

4

See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 105112 (Mar. 30, 2026).

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VI.

ADMINISTRATION OF THE FAIR FUND

Identification of and Notification to Preliminary Claimants

36.

The Fund Administrator will, insofar as practicable, use its best efforts to identify

Preliminary Claimants from a review of trading records, obtaining records from registered brokerdealers and investment advisors, and seeking information from any other source available to it.

The Fund Administrator may also engage a third party firm, after consultation with and approval

of the Commission staff, to assist in identifying Preliminary Claimants to maximize the

participation rate in the Fair Fund.

37.

38.

Within 60 days after Commission approval of the Plan, the Fund Administrator shall:

(a)

design and submit the Plan Notice and the Claim Form to the Commission

staff for review and approval;

(b)

create a mailing and claim database of all Preliminary Claimants based upon

information identified by the Fund Administrator;

(c)

run a National Change of Address search to retrieve updated addresses for all

records in the database, thereby ensuring the mailing information for

Preliminary Claimants is up-to-date;

(d)

email and/or mail a Plan Notice to each Preliminary Claimant identified by the

Fund Administrator and to the Fund Administrator’s list of banks, brokers,

and other nominees in accordance with paragraph 42;

(e)

establish and maintain a website devoted solely to the Fair Fund. The Fair

Fund’s website, located at www.AmericanElectricFairFund.com, will make

available a copy of the approved Plan; provide information regarding the

claims process and eligibility requirements for participation in the Fair Fund

in the form of frequently asked questions; include in downloadable form, the

Claim Form and other related materials; and such other information the Fund

Administrator believes will be beneficial to Preliminary Claimants;

(f)

establish and maintain a toll-free telephone number, 888-399-8856, for

Preliminary Claimants to call to speak to a live representative of the Fund

Administrator during its regular business hours or, outside of such hours, to

hear prerecorded information about the Fair Fund. The toll-free number will

be listed on all correspondence from the Fund Administrator to Preliminary

Claimants as well as on the Fair Fund’s website; and

(g)

establish and maintain a traditional mailing address and an email address

which will be listed on all correspondence from the Fund Administrator to

Preliminary Claimants as well as on the Fair Fund’s website.

The Fund Administrator will publish the Summary Notice on the internet and/or in

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print media acceptable to Commission staff within ten (10) days of the initial mailing of the Plan

Notice.

39.

The Commission staff retains the right to review and approve any material posted on

the Fair Fund’s website, any material mailed, and any scripts used in connection with any

communication with Preliminary Claimants.

40.

In all materials that refer to the Claims Bar Date, the filing deadline will be clearly

identified with the calendar date, which is 90 days from the date of the initial mailing of the Plan

Notice.

41.

The Fund Administrator will promptly provide a Plan Notice and/or Claim Form to

any Preliminary Claimant upon request made via mail, phone, or email prior to the Claims Bar Date.

42.

The Fund Administrator will send by mail, email, or other means, the Plan Notice to

the Fund Administrator’s list of banks, brokers, and other nominees, as well as any other institutions

identified during the outreach process, that may have records of the Security during the Relevant

Period (collectively, the “Nominees or Custodians”). The Fund Administrator will request that these

entities, to the extent that they were record holders for beneficial owners of the Security:

(a)

within 14 days of the Nominees’ or Custodians’ receipt of the Plan Notice,

notify and send the Plan Notice to the respective beneficial owners and, as

requested, provide to the beneficial owners a Claim Form, so that the

beneficial owners may timely file a claim. The burden will be on the

Nominees or Custodians to ensure the claims process information, including,

if requested, the Claim Form, Plan Notice and other relevant materials, is

properly disseminated to the beneficial owners; and/or

(b)

provide to the Fund Administrator, within 14 days of receipt of the Plan

Notice, a list of last known names and addresses for all beneficial owners for

whom/which they purchased, as the record holder, the Security during the

Relevant Period, so that the Fund Administrator can communicate with the

beneficial owners directly.

43.

An unlimited number of Plan Notices and Claim Forms may be downloaded by the

Nominees or Custodians. In the event paper copies are needed, the Fund Administrator may provide

no more than 50 additional copies of the materials relevant to submitting a claim to any Nominee or

Custodian requesting it for the purpose of distribution to beneficial owners.

44.

Documented reasonable out-of-pocket expenses incurred by the Nominees or the

Custodians, which would not have been incurred but for compliance with paragraph 42, shall be

reimbursed from the Fair Fund. The amount of such expenses allowed will be at the discretion of

the Fund Administrator, in consultation with the Commission staff. Unless otherwise determined by

the Fund Administrator in consultation with the Commission staff, out-of-pocket expenses based on

the following rates will be considered reasonable:

(a)

a maximum of $0.03 per Plan Notice and/or Claim Form, plus postage at the

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pre-sort postage rate per Plan Notice and/or Claim Form actually mailed;

(b)

a maximum of $0.05 per email of the Plan Notice with a link to the Claim

Form; or

(c)

$0.20 per name, address, and email address provided to the Fund

Administrator, up to a maximum of amount of $1,500.00.

45.

The Fund Administrator will attempt to locate any Preliminary Claimant whose

mailing is returned as “undeliverable” and will document all such efforts. The Fund Administrator

shall use its best efforts to make use of commercially available resources and other reasonably

appropriate means to obtain updated addresses in response to “undeliverable” notices, and forward

any returned mail for which an updated address is provided or obtained. The Fund Administrator

will make available, upon request by the Commission staff, a list of all Preliminary Claimants whose

Plan Notice have been returned as “undeliverable” due to incorrect addresses and for which the Fund

Administrator has been unable to locate current addresses.

Filing a Claim

46.

To avoid being barred from asserting a claim, on or before the Claims Bar Date, each

Preliminary Claimant must submit to the Fund Administrator a properly completed Claim Form

reflecting such Preliminary Claimant’s claim, together with all required supporting documentation as

the Fund Administrator, in its discretion, deems necessary or appropriate to substantiate the claim.

Without limitation, this information may include third party documentary evidence of purchases and

dispositions of the Security during the Relevant Period, as well as holdings of the Security at

pertinent dates.

47.

Electronic claims submission is encouraged; the Plan Notice will include instructions

on how Preliminary Claimants can submit their claims electronically via the Fair Fund’s website. If

using the web-based claim filing option, a Preliminary Claimant must submit his, her, or its claim to

the Fund Administrator by 11:59 p.m. EST on the Claims Bar Date. The Plan Notice will also

include instructions for submission of claims if the Preliminary Claimant is unable to submit his, her,

or its claim electronically.

48.

The burden will be upon the Preliminary Claimant to ensure that his, her or its Claim

Form has been properly and timely received by the Fund Administrator. A Claim Form that is

postmarked or otherwise received after the Claims Bar Date will not be accepted unless the deadline

is extended by the Fund Administrator for good cause shown, after consultation with the

Commission staff.

49.

All Claim Forms and supporting documentation necessary to determine a Preliminary

Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of the Plan must

be endorsed by a declaration executed by the Preliminary Claimant under penalty of perjury under

the laws of the United States. The declaration must be executed by the Preliminary Claimant, unless

the Fund Administrator accepts such declaration from a Person authorized to act on the Preliminary

Claimant’s behalf, whose authority is supported by such documentary evidence as the Fund

Administrator deems necessary.

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50.

When submitting claims to the Fair Fund on behalf of its clients, all Third Party Filers

must use the electronic filing template provided by the Fund Administrator in this matter. Third

Party Filers that do not comply with the template and format provided by the Fund Administrator

may be rejected. Third Party Filers must also submit a signed master proof of claim and release, as

well as proof of authority to file on behalf of the claimant(s) at the time the electronic file of

transactions is submitted. Failure to do so may result in rejection of the claim.

51.

Each Third Party Filer must establish the validity and amount of each claim in its

submission. Third Party Filers must submit such supporting documentary evidence of purchases,

dispositions, and holdings of the Security as the Fund Administrator deems necessary or appropriate

to substantiate each individual claim. Without limitation, this includes the complete name of the

Preliminary Claimant (beneficial account owner) and its TIN (for individuals) or EIN (for

companies), sufficient contact information to confirm the identity of the beneficial owner, and

documentation from the original bank, broker or other institution of purchases and dispositions of

the Security (account statements, confirmations and other documentation of purchases and

dispositions), as well as holdings of the Security on pertinent dates. The Fund Administrator will

have the right to request, and the Third Party Filer will have the burden of providing to the Fund

Administrator, any additional information and/or documentation deemed necessary by the Fund

Administrator to substantiate the claim(s) contained in the submission. Documentation from a Third

Party Filer that is not acceptable to the Fund Administrator will result in rejection of the affected

claim(s). The determination of the Fund Administrator to reject a claim for insufficient

documentation, as reflected in the Determination Notice, is final and within the discretion of the

Fund Administrator.

52.

The receipt of the Security by gift, inheritance, devise, or operation of law will not be

deemed to be a purchase of the Security, nor will it be deemed an assignment of any claim relating to

the purchase of such Security unless specifically so provided in the instrument of inheritance. The

recipient of the Security as a gift, inheritance, devise or by operation of law will be eligible to file a

Claim Form and participate in the distribution of the Fair Fund to the extent the original purchaser

would have been eligible under the terms of the Plan. Only one claim may be submitted with regard

to the same transactions in the Security, and in cases where duplicative claims are filed by the donor

and donee, the donee claim will be honored, assuming it is supported by proper documentation.

53.

Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29 U.S.C.§

1002(3), which do not include Individual Retirement Accounts and such plan’s participants, are

properly made by the administrator, custodian or fiduciary of the plan and not by the plan’s

participants. The Fund Administrator will distribute any payments on such claims directly to the

administrator, custodian or fiduciary of the retirement plan. The custodian or fiduciary of the

retirement plan will distribute any payments received in a manner consistent with its fiduciary duties

and the governing account or plan provisions.

54.

The Preliminary Claimant has the burden of notifying the Fund Administrator of a

change in his, her or its current address and other contact information, and ensuring that such

information is properly reflected on the Fund Administrator's records.

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Review of Claims and Deficiency Process

55.

The Fund Administrator will review all claim submissions and determine the

eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data and

supporting documentation (or the lack thereof) and verifying the claim. Each Preliminary Claimant

will have the burden of proof to establish the validity and amount of his, her or its claim. The Fund

Administrator will have the right to request, and the Preliminary Claimant will have the burden of

providing to the Fund Administrator, any additional information and/or documentation deemed

relevant by the Fund Administrator.

56.

The Fund Administrator will provide a Claim Status Notice within 45 days of the

Claims Bar Date to each Preliminary Claimant who has filed a deficient Claim Form with the Fund

Administrator. The Claim Status Notice will provide to each Preliminary Claimant whose claim is

deficient, in whole or in part, the reason(s) for the deficiency (e.g., failure to provide required

information or documentation). In the event the claim is denied, in whole or in part, the Claim

Status Notice will state the reason(s) for such denial. The Claim Status Notice will also notify the

Preliminary Claimant of the opportunity to cure any deficiency, request reconsideration, or dispute

the determination made by the Fund Administrator and provide instructions regarding what is

required to do so.

57.

Any Preliminary Claimant with a deficient claim will have 30 days from the date of

the Claim Status Notice to cure any deficiencies identified in the Claim Status Notice.

58.

Any Preliminary Claimant seeking reconsideration of a denied claim must submit

their request to the Fund Administrator in writing within 30 days of the date of the Claim Status

Notice. All requests for reconsideration must include the necessary documentation to substantiate

the basis upon which the Preliminary Claimant is requesting reconsideration of his, her, or its claim.

59.

The Fund Administrator will have the authority, in its sole discretion, to waive

technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims.

Claims Eligibility Determination

60.

Within 150 days of the Claims Bar Date, the Fund Administrator will complete all

claims determinations and send a Determination Notice to all Preliminary Claimants who timely

submitted a Claim Form notifying the Preliminary Claimant of its eligibility determination. The

Determination Notice will further provide to each Preliminary Claimant that is determined to be an

Eligible Claimant with his, her, or its calculated Recognized Loss. The Determination Notice will

constitute the Fund Administrator’s final ruling regarding the eligibility status of the claim.

61.

The Fund Administrator may consider disputes of an Eligible Claimant’s Recognized

Loss calculation if presented in writing to the Fund Administrator within 30 days of the date of the

Determination Notice. Within 30 days of receiving an Eligible Claimant’s dispute, the Fund

Administrator will notify the Eligible Claimant, in writing, of its calculation of the Eligible

Claimant’s Recognized Loss after considering the dispute. This notice will constitute the Fund

Administrator’s final ruling regarding the loss calculations for the claim.

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Third Party Review

62.

After the Fund Administrator has completed the process of analyzing the claims and

determining claim amounts in accordance with the Plan, and prior to the distribution of any funds,

the Fund Administrator will engage an independent, third party firm, not unacceptable to

Commission staff, to perform a set of agreed upon procedures, review a statistically significant

sample of claims and ensure accurate and comprehensive application of the Plan of Allocation. The

Fund Administrator will communicate the results of the review to Commission staff together with

any written analysis or reports related to the review, and, upon request, will make the firm available

to the Commission staff to respond to questions concerning the review.

Distribution Methodology

63.

Any Preliminary Claimant, who is not an Excluded Party, who submitted a valid

Claim Form and has suffered a Recognized Loss, as calculated in accordance with the Plan of

Allocation, will be deemed an Eligible Claimant.

64.

No Distribution Payments will be made for less than $20.00. If an Eligible

Claimant’s distribution amount, in accordance with the Plan of Allocation, calculates to a

distribution amount less than $20.00, that Eligible Claimant will be deemed ineligible to receive a

Distribution Payment and his, her, or its distribution amount will be reallocated on a pro-rata basis

to Eligible Claimants whose distribution amounts are greater than or equal to $20.00. All Eligible

Claimants whose Recognized Loss calculates to a distribution amount equal to or greater than

$20.00 will be deemed a Payee and receive a Distribution Payment.

Establishment of a Reserve

65.

Before determining the amount of funds available for distribution and calculating

each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax

Administrator, will establish a reserve to pay Administrative Costs and to accommodate any

unexpected expenditures (the “Reserve”).

66.

After all disbursements and Administrative Costs are paid, any remaining amounts in

the Reserve will become part of the Residual described in paragraph 89.

Preparation of the Payment File

67.

Within 90 days following the date of the Determination Notices described above,

paragraph 60, the Fund Administrator will compile and send to the Commission staff the Payee

information, including the name, address, calculated Recognized Loss, and the amount of the

Distribution Payment for all Payees (the “Payee List”). The Fund Administrator will also provide a

Reasonable Assurances Letter to the Commission staff, representing that the Payee List: (a) was

compiled in accordance with the approved Plan; (b) is accurate as to Payees’ names, addresses,

Recognized Losses and amounts of their Distribution Payment; (c) includes the number of Payees

compensated; (d) the percentage of the Payee’s Recognized Loss being compensated by the

disbursement from the Fair Fund, and if applicable, the total percentage to include all prior

disbursements; (e) the total amount of funds to be disbursed, and if applicable, includes the total

12

amount of such funds to be withheld pursuant to paragraph 28(c); and (f) provides all information

necessary to make a payment to each Payee.

The Escrow Account

68.

Prior to the disbursement of funds from the Net Available Fair Fund, the Fund

Administrator will establish an escrow account (the “Escrow Account”) with a United States

commercial bank that is a well-capitalized financial institution as defined by the Federal Reserve

Act, Subpart D, 12 C.F.R. § 208.43 and that is not unacceptable to the Commission staff (the

“Bank”), pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by

Commission staff.

69.

The Fund Administrator, pursuant to the Escrow Agreement, shall also establish with

the Bank a separate deposit account (e.g., controlled distribution account, managed distribution

account, linked checking and investment account) (the “Distribution Account”), insured by the

Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass through limit. The

Distribution Account shall be linked with the Escrow Account and both shall be named, and records

maintained, in accordance with the Escrow Agreement.

70. During the term of the Escrow Agreement, the portions of the Fair Fund transferred to

the Escrow Account (the “Escrow Property”), shall be invested and reinvested in short-term U.S.

Treasury securities backed by the full faith and credit of the United States Government or an agency

thereof. The investment shall be, of a type and term necessary to meet the cash liquidity

requirements for payments to Payees, tax obligations, and/or fees of the Tax Administrator and/or

Fund Administrator, including investment or reinvestment in a bank account insured by the FDIC up

to the guaranteed FDIC limit, or in money market mutual funds registered under the Investment

Company Act of 1940 that invest 100% of their assets in direct obligations of the United States

Government.

71. The Fund Administrator shall provide duplicate original bank and/or investment

statements on any accounts established by the Fund Administrator to the Tax Administrator on a

monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as necessary.

72. The Fund Administrator shall deposit or invest funds in the Escrow and Distribution

Accounts so as to result in the maximum reasonable net return, taking into account the safety of such

deposits or investments. In consultation with Commission staff, the Fund Administrator shall work

with the Bank on an ongoing basis to determine an allocation of funds between the Escrow and

Distribution Account.

73. All interest, dividends, and/or income earned by the Escrow Property will accrue for

the benefit of the Escrow Property. All Administrative Costs associated with the Escrow and

Distribution Accounts will be the responsibility of the Fund Administrator, who may be reimbursed

for said costs as provided in this Plan. No such Administrative Costs may be paid to the Bank, its

agents, and/or its affiliates from the Escrow Property.

13

Distribution of the Fair Fund

74.

The Fund Administrator will seek to distribute the Net Available Fair Fund to all

Payees only after all Claim Forms have been processed and all Preliminary Claimants whose claims

have been rejected or disallowed, in whole or in part, have been notified and provided the

opportunity to contest or cure pursuant to the procedures set forth herein.

75. Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List and

Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek an

Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 C.F.R. §

201.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank in accordance with

the Payee List for distribution by the Fund Administrator in accordance with the Plan. All

disbursements will be made pursuant to a Commission Order.

76. Upon issuance of an Order to disburse, the Commission staff will direct the transfer of

funds in accordance with the Payee List to the Bank. The Fund Administrator will then use its best

efforts to commence mailing Distribution Payment checks and/or effect wire transfers within 10

business days of the release of the funds into the Escrow Account. All efforts will be coordinated to

limit the time between the Escrow Account’s receipt of the funds and the issuance of Distribution

Payments.

77.

All Distribution Payments will be issued by the Fund Administrator from the

Distribution Account. All checks will bear a stale date of 120 days from the date of issuance.

Reissuance of a check must be requested before the stale date, and such request is governed by

paragraph 85.

78.

All Distribution Payments will be preceded or accompanied by a communication that

includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that the tax

treatment of the distribution is the responsibility of each Payee and that the Payee should consult his,

her or its tax advisor for advice regarding the tax treatment of the distribution; however, any backup

withholding required under IRC § 3406(a) and the regulations promulgated thereunder, or

withholding required with respect to nonresident aliens (“NRAs”) under Chapter 3 of the IRC, or

FATCA-subject Payees under Chapter 4 of the IRC, will be withheld as required from the

Distribution Payment and remitted to the Internal Revenue Service on the Payee’s behalf; (c) a

statement that checks will be void and cannot be reissued after 120 days from the date the original

check was issued; and (d) contact information for the Fund Administrator for questions regarding the

Distribution Payment. The letter or other mailings to Payees characterizing a Distribution Payment

will be prepared by the Tax Administrator and provided to the Commission staff for review and

approval.

79.

All Distribution Payments, either on their face or in the accompanying mailing, will

clearly indicate that the money is being distributed from the Fair Fund established by the

Commission to compensate investors for harm as a result of securities law violations.

80.

Distribution Payments must be made by check or electronic payment payable to the

Payee (the beneficial account owner). A Third Party Filer shall not be the payee of any Distribution

Payment check or electronic Distribution Payment. Compensation to a Third Party Filer for its

14

services may not be paid or deducted from the Distribution Payment.

81.

The submission of a Claim Form and the receipt and acceptance of a Distribution

Payment by a Payee is not a release of a Payee’s rights and claims against any party.

82.

Electronic or wire transfers may be utilized at the discretion of the Fund

Administrator to transfer approved Distribution Payments to filers of claims on behalf of twenty (20)

or more Payees. Wire transfers will be initiated by the Fund Administrator using a two-party check

and balance system, whereby completion of a wire transfer will require an authorization by two

members of the Fund Administrator’s senior staff.

83.

At the discretion of the Fund Administrator, certain costs that were not factored into

the Reserve, such as bank fees for the return of a payment, may reduce the Payee’s Distribution

Payment. In such situations, the Fund Administrator will immediately notify the Tax Administrator

of the reduction in the Distribution Payment.

Post Distribution; Handling of Returned or Uncashed Checks; and Reissues

84.

The Fund Administrator shall use its best efforts to make use of commercially

available resources and other reasonably appropriate means to locate all Payees whose checks are

returned to the Fund Administrator as “undeliverable.” If new address information becomes

available, the Fund Administrator will repackage the distribution check and send it to the new

address. If, within 120 days after the initial mailing of the distribution check, new address

information for the Payee is not available or if the distribution check is returned again, the Fund

Administrator will void the distribution check, and in its discretion, may remove such Payee from

the distribution and the allocated Distribution Payment will remain in the Fair Fund for distribution,

if feasible, to the remaining Payees.

85.

The Fund Administrator will reissue checks to Payees upon the receipt of a valid,

written request from the Payee prior to the initial stale date. In cases where a Payee is unable to

endorse a Distribution Payment check as written (e.g., name changes, IRA custodian changes, or

recipient is deceased) and the Payee or a lawful representative requests the reissuance of a

Distribution Payment check in a different name, the Fund Administrator will request, and must

receive, documentation to support the requested change. The Fund Administrator will review the

documentation to determine the authenticity and propriety of the change request. If, in the discretion

of the Fund Administrator, such change request is properly documented, the Fund Administrator will

issue an appropriately redrawn Distribution Payment to the requesting party. Reissued checks will

be void at the later of 120 days from issuance of the original check or 60 days from the reissuance,

and in no event will a check be reissued after 120 days from the date of the original issuance without

the approval of Commission staff.

86.

The Fund Administrator will make reasonable efforts to contact Payees who have

failed to negotiate their Distribution Payment check and take appropriate action to follow up on the

status of uncashed checks at the request of Commission staff. The Fund Administrator may reissue

such checks subject to the time limits detailed herein. If a Distribution Payment remains uncashed

after the stale date the Fund Administrator will instruct the Bank to issue a stop payment on the

check. The Fund Administrator, in its discretion, may remove such Payee from the distribution, and

15

the allocated Distribution Payment will remain in the Fair Fund for distribution, if feasible, to the

remaining Payees.

Administrative Costs

87.

All Administrative Costs will be paid from the Fair Fund in accordance with the

Commission’s Rules. Upon completion of the final distribution, the Fund Administrator shall make

arrangements, in consultation with the Commission staff, for the final payment of all Administrative

Costs.

Disposition of Undistributed Funds

88.

If funds remain following the initial distribution, the Fund Administrator, in

consultation with the Commission staff, may seek subsequent distribution(s) of any available

remaining funds, in a manner consistent with this Plan, pursuant to the Commission’s Rules.

89.

A residual will be established for any amounts remaining after the final disbursement

to Payees from the Fair Fund (the “Residual”). The Residual may include funds from, among other

things, amounts remaining in the Reserve, distribution checks that have not been cashed, checks or

electronic payments that were not delivered or were returned to the Commission, and tax refunds

received due to the Fair Fund’s overpayment of taxes or for waiver of IRS penalties.

90.

Once the Fund Administrator, in consultation with the Commission staff, deems

further distribution of the Fair Fund to investors infeasible, the Fund Administrator will direct the

Bank to stop payment on all uncashed distribution payments, and return any funds remaining in the

Escrow and Distribution Accounts to the Commission to become part of the Residual.

91.

All funds remaining in the Residual that are infeasible to distribute to investors will

be held by the Commission and transferred to the U.S. Department of the Treasury after the final

accounting is approved by the Commission.

Filing of Reports and Accountings

92.

In accordance with Rule 1105(f) of the Commission’s Rules, the Fund Administrator

shall provide to the Commission staff a progress report and a quarterly account statement in a format

to be provided by Commission staff, within 45 days of the Commission’s approval of the Plan, and

shall provide to Commission staff additional reports and quarterly account statements within 10 days

after the end of every calendar quarter. Such progress reports shall inform the Commission staff of

the activities and status of the Fair Fund during the reporting period, and shall specify, at a

minimum, the location of the account(s) comprising the Fair Fund, including among other things, an

interim accounting of all monies in the Fair Fund.

93.

When the final distribution is completed, the Fund Administrator shall provide to

Commission staff a final report summarizing all tasks undertaken and the outcome of its

administrative efforts. The Fund Administrator shall make arrangement for the final payment of all

Administrative Costs, and submit a final accounting of all monies received, earned, spent, and

distributed in connection with the administration of the Plan in a format provided by the

16

Commission staff. The Fund Administrator will also submit a report to the Commission staff

containing the final distribution statistics regarding distributions to individuals and entities, and such

other information requested by the Commission staff.

Miscellaneous

94.

When administering this Plan, the Fund Administrator, and/or each of its designees,

agents and assigns, may rely on: all applicable law; orders issued by the Commission, including

orders issued by delegated authority; orders issued by an administrative law judge, if any, appointed

in this proceeding; and any records, including records containing investor information, provided by

Commission staff.

95.

Should any additional funds be received pursuant to Commission or Court order,

agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will be

added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the

Commission’s Rules.

Wind-down and Document Retention

96.

The Fund Administrator will shut down the website, P.O. Box and customer service

telephone line(s) established specifically for the administration of the Fair Fund six (6) months after

the transfer of any remaining funds to the Commission, or at such earlier time as the Fund

Administrator determines with the concurrence of the Commission staff.

97.

The Fund Administrator will retain all materials submitted by Preliminary Claimants

in either paper or electronic form for a period of six (6) years from the date of approval of a final

fund accounting. Materials maintained in electronic form must be accessible and readable for the

duration of retention. Upon expiration of this period, and pursuant to the Commission staff's

direction, the Fund Administrator will either turn over to the Commission or destroy all materials,

including documents in any media.

Termination of the Fair Fund

98.

Once the Commission has approved the final accounting, the Commission staff will

seek an order from the Commission authorizing: (a) the transfer of any amounts remaining in the

Fair Fund that is infeasible to return to investors, and any amounts returned to the Fair Fund in the

future that is infeasible to return to investors, to the U.S. Department of the Treasury, subject to

Section 21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c) cancellation of

the Fund Administrator’s bond; and (d) termination of the Fair Fund.

99.

The Fair Fund will be eligible for termination and the Fund Administrator will be

eligible for discharge after all of the following have occurred (a) a final accounting, in a standard

accounting format provided by the Commission staff, has been submitted by the Fund Administrator

and approved by the Commission; (b) all Administrative Costs have been paid; and (c) any amount

remaining in the Fair Fund has been returned to the Commission for transfer to U.S. Department of

the Treasury.

17

100. Once the Fair Fund has been terminated and funds, if any, are transferred to the U.S.

Department of the Treasury, no further claims will be allowed and no additional payments will be

made whatsoever.

18

Exhibit A

PLAN OF ALLOCATION

This Plan of Allocation 5 is designed to compensate investors based on their losses on shares

of American Electric Power (“AEP”) common stock (the “Security”) purchased from January 1,

2018, through June 7, 2021, (the “Relevant Period”) due to the share price inflation caused by the

Respondent’s false and misleading statements. Investors who did not purchase shares of the

Security during the Relevant Period, or who are an Excluded Party, are ineligible to recover under

this Plan. Artificial inflation in the price of the Security during the Relevant Period and average

closing prices of the Security after the corrective disclosure have been calculated by Commission

staff economists and are reflected below in Table A and Table B, respectively.

I.

The Methodology

The Fund Administrator will calculate the amount of loss for each share of the Security

purchased or acquired during the Relevant Period (“Recognized Loss per Share”) as follows:

For each share of the Security purchased or acquired between January 1, 2018, and June 7,

2021, inclusive, and

A.

Sold prior to July 27, 2020, the first corrective disclosure, the Recognized

Loss per Share is $0.00.

B.

Sold on or after July 27, 2020, and prior to the close of trading on June 7,

2021, the Recognized Loss per Share is the lesser of:

C.

5

1.

the amount of inflation per share on the purchase/acquisition date as

set forth in Table A minus the amount of inflation per share on the sale

date as set forth in Table A; or

2.

the purchase/acquisition price minus the sale price.

Sold after the close of trading on June 7, 2021, and prior to the close of

trading on September 3, 2021 (i.e., during the “Lookback Period”), the

Recognized Loss per Share is the least of:

1.

the amount of inflation per share on the purchase/acquisition date as

set forth in Table A; or

2.

the purchase/acquisition price minus the sale price; or

3.

the purchase/acquisition price minus the moving average closing price

of the Security on the sale date as set forth in Table B.

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

19

D.

Held as of the close of trading on September 3, 2021, the last day of the

Lookback Period, the Recognized Loss per Share is the lesser of:

1.

the amount of inflation per share on the purchase/acquisition date as

set forth in Table A below; or

2.

the purchase/acquisition price minus $87.04, the average closing price

of the Security during the Lookback Period, as shown on the last row

in Table B.

If the Recognized Loss per Share calculates to a negative number, reflecting a gain, the

Recognized Loss per Share will be $0.00.

All prices mentioned in the calculations exclude all taxes, fees and commissions.

Purchases/acquisitions and sales shall be deemed to have occurred on the “contract” or “trade” date

as opposed to the “settlement” or “payment” date.

II.

Additional Provisions

A.

FIFO Methodology

Multiple purchases/acquisitions and sales of the Security during the Relevant Period will be

matched according to the first-in, first-out (“FIFO”) method. The earliest sales during the Relevant

Period will be matched first against any holdings at the opening of the Relevant Period. Once the

beginning holdings have all been matched, or in the event that there are no beginning holdings, then

any further sales will be matched against the earliest Relevant Period purchases/acquisitions and

chronologically thereafter.

B.

Acquisitions

The receipt or grant of the Security by gift, devise, inheritance, or operation of law during the

Relevant Period is not considered an eligible purchase if the original purchase did not occur during

the Relevant Period. Shares acquired outside the Relevant Period will be excluded from the

calculation of the Recognized Loss.

C.

Options and Derivatives

AEP common stock is the only security eligible for recovery under this Plan. Optional

contracts to purchase or sell the Security are not eligible for recovery under the Plan. With respect

to shares of the Security purchased or sold through the exercise of an option, the purchase/sale date

is the options’ exercise or assignment date, and the purchase/sale price is the option’s strike price at

the time of exercise or assignment. Transactions in the Security during the Relevant Period that are

pursuant to, or in connection with, a swap or another derivative will not be eligible for a recovery

and will be excluded from the calculation of Recognized Loss.

20

D.

Short Sales

Shares purchased during the Relevant Period to cover short positions held at the beginning of

the Relevant Period or to cover short positions opened during the Relevant Period will have a

Recognized Loss per Share of $0.00. The date of a “short sale” is deemed to be the date of sale of

the Security and the date of covering a short sale is deemed to be the date of purchase of the

Security. The earliest Relevant Period purchases will be matched against any short position existing

at the opening of the Relevant Period until that short position is fully covered.

III.

Calculating Recognized Loss

Recognized Loss will be the sum of the Recognized Loss per Share, as calculated above, on

all shares of the Security purchased or acquired by the Preliminary Claimant during the Relevant

Period. If the Recognized Loss calculates to a negative number, reflecting a gain, then the

Recognized Loss will be $0.00.

Recognized Loss may be limited to actual market loss. If a Preliminary Claimant’s actual

market loss on shares of the Security purchased/acquired during the Relevant Period is less than his,

her or its Recognized Loss, then the Recognized Loss shall be limited to the actual market loss

amount. If the actual market loss calculates to a gain, then the Recognized Loss will be $0.00.

The actual market loss will be calculated as (a) the total purchase amount for shares of the

Security purchased/acquired during the Relevant Period, 6 less the sum of (b) the sales proceeds from

shares of the Security purchased/acquired during the Relevant Period and sold during the Relevant

Period or during the Lookback Period, 7 and (c) the holding value on the remaining of those shares

purchased during the Relevant Period, which for the purposes of this calculation will be $87.04 per

share, the average closing price of the Security during the Lookback Period, as shown on the last

row in Table B. 8

IV.

Becoming An Eligible Claimant

A Preliminary Claimant who is not an Excluded Party, who submits a valid Claim Form, and

who suffered a Recognized Loss, as calculated above, will be deemed an Eligible Claimant.

V.

Allocation of Funds

If the Net Available Fair Fund is equal to or exceeds the sum of Recognized Losses of all

Eligible Claimants, each Eligible Claimant’s distribution amount will equal his, her, or its

Recognized Loss, plus any “Reasonable Interest” awarded. If the Net Available Fair Fund is less

than the sum of Recognized Losses of all Eligible Claimants, each Eligible Claimant’s distribution

Purchases of the Security during the Relevant Period to cover short positions will be included in the calculation of

actual market loss if the purchase is matched to a short sale during the Relevant Period. Purchases/acquisitions that are

not eligible for recovery will not be considered for purposes of calculating the actual market loss.

7

Sales of the Security during the Relevant Period will be matched first against the opening position and the proceeds of

such sales will not be considered for purposes of calculating the actual market loss. Short sales will be considered for

purposes of calculating the actual market loss.

8

Any open short positions at the end of the Lookback Period will be ignored for purposes of calculating the actual

market loss.

6

21

amount will equal his, her or its “Pro-Rata Percentage” of the Net Available Fair Fund. In either

case, the distribution amount will be subject to the “Offset for Prior Recovery” and “Minimum

Distribution Amount.”

A.

Calculating an Eligible Claimant’s Pro-Rata Percentage

This computation is intended to measure Eligible Claimants’ Recognized Losses against one

another. The Fund Administrator shall determine each Eligible Claimant’s Pro Rata Percentage as

the ratio of his, her, or its Recognized Loss to the sum of Recognized Losses of all Eligible

Claimants.

B.

Offset for Prior Recovery

To avoid payment of a windfall, an Eligible Claimant’s distribution amount will be no larger

than his, her, or its Recognized Loss minus the amount of any compensation for the loss that resulted

from the conduct described in the Order that was received from another source (e.g., class action

settlement) to the extent known by the Fund Administrator (“Prior Recovery”), plus any Reasonable

Interest awarded. That is, the distribution amount will be capped at the Recognized Loss less the

Prior Recovery, plus any Reasonable Interest awarded.

C.

Reasonable Interest

If the Net Available Fair Fund exceeds the amount necessary to pay all Eligible Claimants their

Recognized Loss (minus any Prior Recovery) in full, the Fund Administrator, in consultation with the

Commission staff, may include interest in the distribution amount to compensate Eligible Claimants for the

time value of their respective Recognized Losses. Reasonable Interest will be calculated using the Shortterm Applicable Federal Rate plus three percent (3%), compounded quarterly from the end of the Relevant

Period through the approximate date of the disbursement of the funds. If there are insufficient funds to pay

Reasonable Interest in full to all Eligible Claimants, Reasonable Interest may be awarded on a pro-rata

basis from the excess funds.

D.

Minimum Distribution Amount

The Minimum Distribution Amount will be $20.00. An Eligible Claimant whose distribution

amount (inclusive of Reasonable Interest, if any) is less than the Minimum Distribution Amount will

be deemed ineligible and his, her, or its distribution amount may be reallocated on a pro-rata basis

to Eligible Claimants whose distribution amounts are greater than or equal to the Minimum

Distribution Amount.

E.

Payee and Distribution Payment

An Eligible Claimant whose distribution amount equals or exceeds the Minimum

Distribution Amount will be deemed a Payee, and will receive a Distribution Payment equal to his,

her, or its calculated distribution amount. In no event will a Payee receive from the Fair Fund more

than his, her, or its Recognized Loss, plus Reasonable Interest, if applicable.

22

Table A: AEP Common Stock Inflation Schedule

Date Range

January 1, 2018 through July 26, 2020

July 27, 2020 through June 7, 2021

On or after June 8, 2021

Inflation

per Share

$5.48

$1.95

$0.00

Table B: AEP Common Stock Moving Average Closing Price during the Lookback Period

6/8/2021

6/9/2021

6/10/2021

6/11/2021

6/14/2021

6/15/2021

6/16/2021

6/17/2021

6/18/2021

6/21/2021

6/22/2021

6/23/2021

6/24/2021

6/25/2021

6/28/2021

6/29/2021

6/30/2021

7/1/2021

7/2/2021

7/6/2021

7/7/2021

Moving Average

Closing Price

from June 8,

2021 to Date

Shown

$82.97

$83.71

$84.05

$84.23

$84.41

$84.55

$84.53

$84.51

$84.27

$84.16

$84.08

$83.96

$83.87

$83.94

$84.00

$84.00

$84.03

$84.10

$84.16

$84.21

$84.28

Date

7/8/2021

7/9/2021

7/12/2021

7/13/2021

7/14/2021

7/15/2021

7/16/2021

7/19/2021

7/20/2021

7/21/2021

7/22/2021

7/23/2021

7/26/2021

7/27/2021

7/28/2021

7/29/2021

7/30/2021

8/2/2021

8/3/2021

8/4/2021

8/5/2021

Moving Average

Closing Price

from June 8,

2021 to Date

Shown

$84.33

$84.37

$84.42

$84.45

$84.52

$84.61

$84.72

$84.75

$84.79

$84.78

$84.79

$84.82

$84.91

$85.04

$85.15

$85.25

$85.33

$85.41

$85.50

$85.58

$85.68

23

Date

8/6/2021

8/9/2021

8/10/2021

8/11/2021

8/12/2021

8/13/2021

8/16/2021

8/17/2021

8/18/2021

8/19/2021

8/20/2021

8/23/2021

8/24/2021

8/25/2021

8/26/2021

8/27/2021

8/30/2021

8/31/2021

9/1/2021

9/2/2021

9/3/2021

Moving Average

Closing Price

from June 8,

2021 to Date

Shown

$85.76

$85.83

$85.89

$85.97

$86.03

$86.11

$86.19

$86.28

$86.35

$86.42

$86.51

$86.58

$86.63

$86.68

$86.72

$86.76

$86.81

$86.86

$86.92

$86.98

$87.04

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.

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