# UNITED STATES OF AMERICA

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URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3Aa4172b2cef504f58

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
ADMINISTRATIVE PROCEEDING
File No. 3-19927
In the Matter of
SUPER MICRO
COMPUTER, INC.,
Respondent.

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PROPOSED PLAN OF DISTRIBUTION

ADMINISTRATIVE PROCEEDING
File No. 3-19928
In the Matter of
HOWARD HIDESHIMA,
Respondent.

I.

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Introduction

1.
The Division of Enforcement submits this proposed plan of distribution (the
“Plan”) pursuant to Rule 1101 of the Securities and Exchange Commission’s Rules on Fair Fund
and Disgorgement Plans (the “Commission’s Rules”), 17 C.F.R. § 201.1101. As described more
specifically below, the Plan provides for the distribution of the collected funds in the abovecaptioned proceedings.
2.
On August 25, 2020, the Commission issued an Order Instituting Cease-andDesist 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 (the “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, 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
1

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

Commission materially misstated financial statements in its annual, quarterly and current reports
during the period. The Commission found that SMC violated Sections 17(a)(2) and (3) of the
Securities Act of 1933 (the “Securities Act”), and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of
the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 12b-20, 13a-1, 13a-11, and
13a-13 thereunder.
3.
Also on August 25, 2020, the Commission instituted a related cease-anddesist proceeding against Howard Hideshima, the former Chief Financial Officer of SMC. 2
In the Hideshima Order, 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. The Commission found that
Hideshima violated Sections 13(a) and 13(b)(5) of the Exchange Act and Rule 13(b)(2)(1)
thereunder; and caused SMC’s violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the
Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder.
4.
As a result of the conduct described in 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, could be combined into one fund for distribution to
investors harmed by the conduct described in the Orders.
5.
SMC and Hideshima have paid in full. The Fair Fund, comprised of
$17,851,056.00 paid by SMC and Hideshima, has been deposited in an interest-bearing
account at the United States Department of the Treasury’s Bureau of Fiscal Service
(“BFS”), where it will be held until a disbursement is ordered.
6.
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.
7.
The Plan sets forth the methodology and procedures for distributing the Net
Available Fair Fund, as defined below. The Fund Administrator and the Commission staff have
concluded that distributing the funds pursuant to the Plan, including the Plan of Allocation set
See 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, Exchange Act Rel. No.
89657 (Aug. 25, 2020) ( the “Hideshima Order”) (collectively, with the SMC Order, the “Orders”).

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forth below, is a fair and reasonable way to compensate investors harmed as the result of the
conduct described in the Orders.
8.
The Plan is subject to approval by the Commission, and the Commission retains
jurisdiction over its implementation.
II.

Defined Terms

9.
“Administrative Costs” means the fees and expenses related to the distribution of
the Fair Fund, including without limitation, taxes, investment fees, bond premium(s), and the
fees and expenses of tax and fund administration.
10.
“Claim Form” means the form designed by the Fund Administrator and approved
by Commission staff for the filing of claims in accordance with the Plan. The Claim Form will
require, at a minimum, sufficient documentation of transactions in the Security such that
eligibility under the Plan can be determined, tax identification and related information as
determined necessary by the Fund Administrator in coordination with the Tax Administrator, and
a certification that the Potential Claimant is not an Excluded Party.
11.
“Claims Bar Date” means the date established in accordance with the Plan by
which Claim Forms must be postmarked or submitted electronically in order to receive
consideration under the Plan. Subject to extension as permitted under the Plan, the Claims Bar
Date will be one hundred twenty (120) days from the commencement of the Claims Packet
mailing.
12.
“Claims Packet” means the materials relevant to submitting a claim that may be
provided to Potential Claimants, including Potential Claimants who request such materials
through a website or otherwise prior to the Claims Bar Date. The Claims Packet will include, at
minimum, a copy of the Plan Notice and a Claim Form, together with instructions for completion
of the Claim Form.
13.
“Determination Notice” means the notice sent by the Fund Administrator within
one hundred thirty-five (135) days of the Claims Bar Date to all Potential Claimants that
submitted a Claim Form. The Determination Notice will set forth the Fund Administrator’s
determination of the eligibility of the claim (eligible, partially or wholly deficient, or ineligible).
The Determination Notice will provide to each Potential Claimant whose claim is deficient, in
whole or in part, the reason(s) for the deficiency, notify the Potential Claimant of the opportunity
to cure such deficiency, and provide instructions regarding further necessary actions. In the
event the claim is denied, the Determination Notice will state the reason for such denial and
notify the Potential Claimant of their opportunity to request reconsideration of their claim.
14.
“Distribution Payment” means a payment from the Fair Fund to an Eligible
Claimant in accordance with the Plan.

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15.
“Eligible Claimant” means a Potential Claimant who is not an Excluded Party and
who is determined by the Fund Administrator to be eligible under the Plan for a Distribution
Payment.
16.

“Eligible Loss Amount” shall be defined as set forth in ¶ 40, below.

17.

“Excluded Parties” means the following entities or individuals:
(a)

SMC and Hideshima (collectively, the “Respondents”);

(b)

Officers or directors of SMC from January 2015 to the present; any
employee, agent, or former employee or agent of SMC or any of its
affiliates who has been terminated for cause or has otherwise resigned, in
connection with the conduct described in the Orders; any legal
representatives, nominees, assigns, heirs, spouses, parents, children,
successors-in-interest of the Respondents; and/or any entity in which the
Respondents have or had a controlling interest;

(c)

Any respondent or defendant in related Commission litigation against
whom/which an Order or Judgment imposing liability has been entered,
including the respondent in Charles Liang, Admin. Proc. File No. 3-19929
(Aug. 25, 2020), and their legal representatives, nominees, assigns, heirs,
spouses, parents, children, successors-in-interest, or entities in which they
have or had a controlling interest;

(d)

Any person or entity who has been found guilty of criminal charges
related to the conduct set forth in the Orders and their legal
representatives, nominees, assigns, heirs, spouses, parents, children,
successors-in-interest, or entities in which they have or had a controlling
interest;

(e)

The Respondents’ officers’ and directors’ liability insurance carrier(s) and
any affiliates or subsidiaries thereof;

(f)

The Fund Administrator, its employees, and those persons assisting the
Fund Administrator in its role as Fund Administrator; and

(g)

Any purchaser or assignee of a Potential Claimant’s right to obtain a
recovery from the Fair Fund for value; provided, however, that this
provision shall not be construed to exclude those Potential Claimants who
obtained such a right by gift, inheritance, devise or operation of law.

The Claim Form will require Potential Claimants to certify that they are not an Excluded Party.
18.
“Final Determination Notice” means the Fund Administrator’s written reply to
each Potential Claimant who timely responded to the Determination Notice in an effort to cure a
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deficiency or seek reconsideration of a rejected claim. The Final Determination Notice will
constitute the Fund Administrator’s final ruling regarding the status of the claim.
19.
“Net Available Fair Fund” means the assets of the Fair Fund, plus accrued
interest, less Administrative Costs.
20.
“Plan Notice” means the written notice from the Fund Administrator to Potential
Claimants informing them of the Fair Fund, the Plan and its eligibility requirements; explaining
how to submit a claim; and stating how to obtain a copy of the approved Plan and Claim Form
by request or from the Fair Fund website.
21.
“Plan of Allocation” means the methodology set forth in ¶¶ 37-49 that will be
used to determine eligibility and calculate Distribution Payments under the Plan.
22.
“Potential Claimants” means individuals or entities, or their lawful successors,
who purchased the Security during the Relevant Period.
23.
“Prior Recovery” means the amount of compensation received by an Eligible
Claimant from any source for the loss that resulted from the conduct described in the Orders. To
the extent an Eligible Claimant’s Prior Recovery is known to the Fund Administrator, the Fund
Administrator will reduce an Eligible Claimant’s Distribution Payment by the amount of their
Prior Recovery. Aside from the application of ¶ 48 (Reasonable Interest), in no instance will an
Eligible Claimant receive a Distribution Payment that when combined with his, her, or its Prior
Recovery exceeds his, her, or its Eligible Loss Amount.
24.
“Recognized Loss” means the amount of loss for a share of the Security
purchased or acquired during the Relevant Period, calculated in accordance with the Plan of
Allocation.
25.

“Relevant Period” means October 22, 2014 through January 30, 2018, inclusive.

26.
“Security” means SMC common stock, which was listed on the Over-the-Counter
Market and the Nasdaq Stock Market, LLC and traded under the trading symbol SMCI during
the Relevant Period.
27.
“Summary Notice” shall mean the notice published in print or internet media
acceptable to the Commission staff within fourteen (14) days of the date of the mailing of Claims
Packets to Potential Claimants. Such notice (the text of which shall be approved by the
Commission staff) shall include, at a minimum, a statement of the purpose of the Fair Fund, the
means of obtaining a Claims Packet, and the Claims Bar Date.
28.
“Third-Party Filer” means a third-party, including without limitation a nominee,
custodian, or an intermediary holding in street name, who is authorized to, and submits, a
claim(s) on behalf of one or more Potential Claimants. Third-Party Filer does not include
assignees or purchasers of claims, which are excluded from receiving distribution payments. See
¶ 17.g. above.
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III.

Fund Administrator

29.
The Commission has appointed Kurtzman Carson Consultants, LLC (“KCC”) as
the fund administrator for the Fair Fund (the “Fund Administrator”) and set the administrator’s
bond amount at $17,851,056.00, in accordance with Rules 1105(a) and 1105(c) of the
Commission’s Rules, 17 C.F.R. §§ 201.1105(a) and 201.1105(c). 3
30.
The Fund Administrator shall oversee the administration of the claims,
procedures, and distribution of the Fair Fund as provided in the Plan. The Fund Administrator
shall review all submitted claims and supporting documentation and make determinations under
the criteria established herein as to the eligibility of each Potential Claimant to recover monies
and the amount of money to be distributed from the Net Available Fair Fund to Eligible
Claimants. This will include, among other things, taking reasonable steps to identify and contact
Potential Claimants; obtaining accurate mailing information for Potential 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 to ensure
compliance with tax laws, rules, and regulations; advising Potential Claimants of claim
deficiencies and providing an opportunity to cure any documentary defects; determining and
ensuring compliance with all foreign jurisdiction requirements for serving notices and otherwise
implementing the Plan; taking antifraud measures, such as identifying false, ineligible and
overstated claims; advising Potential Claimants of final claim determinations; arranging for an
independent third-party review of the claims process and payment calculations; and disbursing
the Fair Fund in accordance with the Plan.
31.
The Fund Administrator may be removed at any time by order of the Commission
or hearing officer.
IV.

Tax Administration

32.
Pursuant to the Omnibus Order Directing the Appointment of Tax Administrator
in Administrative Proceedings that Establish Distribution Funds governing calendar years 20192021,4 the Commission appointed Miller Kaplan Arase LLP as the tax administrator (the “Tax
Administrator”) for the Fair Fund. 5
33.
The Fund Administrator will cooperate with the Tax Administrator in providing
information necessary to accomplish the income tax compliance and any other work of the Tax
Administrator ordered by the Commission, including but not limited to the Foreign Account Tax
Compliance Act.
34.
The Tax Administrator shall prepare a description of the tax information reporting
and other related tax matters, which shall be provided to the Fund Administrator for
Order Appointing Fund Administrator and Setting Administrator Bond Amount, Exchange Act Rel. No. 90784
(Dec. 22, 2020).
4
Exchange Act Rel. No. 85174 (Feb. 22, 2019).
5
Order Appointing Tax Administrator, Exchange Act Rel. No. 90373 (Nov. 6, 2020).
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dissemination to Eligible Investors before or contemporaneously with their distribution
payments.
35.
The Tax Administrator shall be compensated for all reasonable costs and
expenses from the Fair Fund according to the terms of Tax Administrator’s 2019-2021 Letter
Agreement with the Commission, and tax obligations will be paid out of the Fair Fund.
36.
The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section
468B(g) of the Internal Revenue Code, 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:

V.

(a)

obtaining a taxpayer identification number;

(b)

timely requesting funds necessary for the timely payment of all applicable
taxes, the timely 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 Net Available Fair Fund, including but not
limited to the Foreign Account Tax Compliance Act.

Plan of Allocation
A.

Purpose

37.
This plan of allocation is designed to compensate Eligible Claimants based on
their losses on shares of the Security purchased during the Relevant Period due to the
Respondents’ conduct described in the Orders. Investors who did not purchase shares of the
Security during the Relevant Period are ineligible to recover under the Plan. Artificial inflation
in the price of the Security over various date ranges surrounding corrective disclosures and
average closing prices of the Security have been calculated by Commission’s staff economists
and are reflected in Table A and Table B, respectively.
B.

Methodology

38.
For each share of the Security purchased or acquired on October 22, 2014 through
January 30, 2018, and:
(a)

Sold prior to November 11, 2015, the Recognized Loss is $0.00.

(b)

Sold on or after November 11, 2015 and prior to January 31, 2018, the
Recognized Loss is the lesser of:

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(i)

the amount of inflation per share on the purchase/acquisition date as
set forth in Table A below minus the amount of inflation per share on
the sale date as set forth in Table A below; or

(ii) the purchase/acquisition price minus the sale price.
(c)

Sold on or after January 31, 2018, and prior to the close of trading on
April 30, 2018, the Recognized Loss is the least of:
(i)

the amount of inflation per share on the purchase/acquisition date as
set forth in Table A below;

(ii) the purchase/acquisition price minus the average closing price on the
sale date as set forth in Table B below; or
(iii) the purchase/acquisition price minus the sale price.
(d)

Held as of the close of trading on April 30, 2018, the Recognized Loss is
the lesser of:
(i)

the amount of inflation per share on the purchase/acquisition date as
set forth in Table A below; or

(ii) the purchase/acquisition price minus $18.38, the average closing price
of the Security between January 31, 2018 and April 30, 2018, as
shown on the last row in Table B below.
If the Recognized Loss calculates to a negative number, reflecting a gain, the Recognized Loss
on such shares will be $0.00.
C.

Additional Provisions

39.
Price. All prices mentioned in the calculations exclude all taxes, fees, and
commissions. Purchases and sales shall be deemed to have occurred on the “contract” or “trade”
date as opposed to the “settlement” or “payment” date.
40.
Eligible Loss Amount: Subject to ¶ 45 below (Market Loss Limitation), an
Eligible Claimant’s Eligible Loss Amount will be the sum of his, her or its Recognized Losses as
calculated in accordance with ¶ 38 for all shares purchased or acquired during the Relevant
Period. If the Eligible Loss Amount is negative, reflecting a gain, the Eligible Loss Amount is
zero.
41.
FIFO Methodology: For each Potential Claimant who made multiple purchases
and sales of the Security during the Relevant Period, the transactions 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
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holdings have all been matched, or in the event that the Potential Claimant had no beginning
holdings, any further sales will be matched against the earliest Relevant Period purchases and
chronologically thereafter.
42.
Acquisitions: The receipt or grant of the Security to the Potential Claimant by
gift, devise, inheritance, or operation of law during the Relevant Period is not considered an
eligible purchase if the original purchase or acquisition did not occur during the Relevant Period.
Such shares will be excluded from the calculation of the Potential Claimant’s Eligible Loss
Amount.
43.
Options and Derivatives: SMC common stock is the only security eligible for
recovery under the Plan (see ¶ 26, “Security”). Option contracts to purchase or sell the Security
are not securities eligible for recovery under the Plan. With respect to the Security purchased or
sold through the exercise of an option, the purchase/sale date is the exercise date of the call and
the assignment date of the put, and the purchase/sale price is the strike price of the call at the
time of exercise and the strike price of the put at the time of 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.
44.
Short Sales: If the sale date for a share falls before the purchase date, then the
share has a Recognized Loss of $0.00. The date of covering a short sale is deemed to be the date
of purchase of the Security and the date of a short sale is deemed to be the date of sale of the
Security. The earliest Relevant Period purchases will be matched against any short position
existing as of the start of the Relevant Period and will not be eligible for recovery under the Plan
until that short position is fully covered.
45.
Market Loss Limitation: If a Potential Claimant’s actual market loss on shares of
the Security purchased during the Relevant Period are less than his, her, or its Eligible Loss
Amount, the Eligible Loss Amount shall be limited to the actual market loss. If the actual
market loss calculates to a gain, then the Potential Claimant’s Eligible Loss Amount will be
$0.00. The actual market loss will be calculated as (a) the sum of the purchase amounts for the
shares of the Security purchased during the Relevant Period less (b) the sum of the sales
proceeds on those shares sold during the Relevant Period, plus the holding value on the
remaining shares. For shares still held as of the market close on January 31, 2018, the holding
value will be $22.83, the market closing price on that day, for purposes of this calculation.
46.
Offset of Prior Recovery: Aside from the application of ¶ 48 (Reasonable
Interest), in no instance will an Eligible Claimant receive a Distribution Payment that when
combined with his, her, or its Prior Recovery, exceeds his, her, or its Eligible Loss Amount.
47.
Pro Rata Distribution: If the Net Available Fair Fund has sufficient funds, each
Eligible Claimant will receive a Distribution Payment equal to the amount of his, her, or its
Eligible Loss Amount. If the Net Available Fair Fund is less than the sum of the Eligible Loss
Amounts of all Eligible Claimants, each Eligible Claimant will receive a Distribution Payment
equal to the Net Available Fair Fund multiplied by the ratio of the Eligible Claimant’s Eligible
Loss Amount divided by the sum of the Eligible Loss Amounts of all Eligible Claimants.
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48.
Reasonable Interest: If the Net Available Fair Fund has funds in excess of that
necessary to pay each Eligible Claimant a Distribution Payment equal to the amount of their
Eligible Loss Amount, the Fund Administrator, in consultation with the Commission staff, may
include in the Distribution Payments an additional amount to compensate each Eligible Claimant
for the time value of their respective Eligible Loss Amount (“Reasonable Interest”). 6
49.
Minimum Distribution Amount: If a Potential Claimant’s calculated Distribution
Payment is less than $10.00, that Potential Claimant will not be eligible for a Distribution
Payment and the funds will be distributed to other Eligible Claimants whose Distribution
Payments are equal to or greater than $10.00.
VI.

Administration of the Claims Procedure
A.

Identification of and Notification to Potential Claimants

50.
The Fund Administrator will, as practicable, use its best efforts to identify
Potential Claimants from a review of records and information provided by the transfer agent for
SMC, registered broker dealers, and any other sources available to it.
51.
Within forty-five (45) days of Commission approval of the Plan, the Fund
Administrator shall:
(a)

create a mailing and claim database of all Potential Claimants based upon
information provided by the Commission staff, SMC, or otherwise
obtained by the Fund Administrator;

(b)

design and submit a Claims Packet to the Commission staff for review and
approval;

(c)

mail a Claims Packet to each Potential Claimant identified in the claim
database and to the Fund Administrator’s list of banks, brokers, and other
nominees;

(d)

establish and maintain a website dedicated to the Fair Fund. The Fair
Fund’s website, located at www.SMCFairFund.com, will make available
in downloadable form the approved Plan, the Claims Packet, a Claim
Form and related materials, and such other information that the Fund
Administrator believes will be beneficial to investors;

(e)

establish and maintain a traditional mailing address and an email mailing
address which will be listed on all correspondence from the Fund

“Reasonable Interest” will be calculated by the Division of Economic and Risk Analysis (“DERA”), at a rate
determined to be appropriate under the facts and circumstances of this case, compounded quarterly from the
approximate date of the loss through the approximate date of the disbursement of the Fair Fund.

6

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Administrator to Potential Claimants as well as on the Fair Fund’s
website;
(f)

establish and maintain a toll-free telephone number for Potential
Claimants to call and speak to a live representative of the Fund
Administrator during its regular business hours or, outside of such hours,
to hear pre-recorded information about the Fair Fund; and

(g)

publish the Summary Notice approved by Commission staff.

52.
The Commission staff retains the right to review and approve any
communications with Potential Claimants, including material posted on the Fair Fund’s website,
the Summary Notice and Plan Notice, and any scripts used in connection with communication
with Potential Claimants.
53.
The Fund Administrator will promptly provide a Claims Packet to any Potential
Claimant upon request made via mail, phone, or email prior to the Claims Bar Date.
54.
The Fund Administrator will mail a Claims Packet to the Fund Administrator’s
list of banks, brokers, and other nominees, as well as any other institutions identified that may
have records of SMC shareholders and holdings at relevant times. The Fund Administrator will
request that these entities, to the extent that they were record holders for beneficial owners of the
Security:
(a)

within seven (7) calendar days of receipt of the Claims Packet, request
from the Fund Administrator sufficient copies of the Claims Packet to
forward to all such beneficial owners, and within seven (7) calendar days
of receipt of those Claims Packets, forward them to all such beneficial
owners so that beneficial owners may timely file a claim; and/or

(b)

provide to the Fund Administrator within fourteen (14) days of receipt of
the Claims Packet a list of last known names and addresses for all
beneficial owners for whom the record holders purchased the Security
during the Relevant Period so that the Fund Administrator can
communicate with them directly.

55.
Before commencing any mailing, the Fund Administrator shall run a National
Change of Address search to retrieve updated U.S. addresses for all Potential Claimants recorded
in the database.
56.
The Fund Administrator shall attempt to locate anyone whose Claims Packet has
been returned by the United States Postal Service (“USPS”) as undeliverable. The Fund
Administrator shall promptly re-mail any returned undelivered mail for which the USPS has
provided a forwarding address.

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57.
The Fund Administrator, with Commission staff approval, may engage a thirdparty search firm to conduct more rigorous searches for persons whose Claims Packet is returned
as undeliverable. The Fund Administrator will utilize all means reasonably available, including
LexisNexis, 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 Potential Claimants
whose Claims Packets have been returned as “undeliverable” due to incorrect addresses and for
which the Fund Administrator has been unable to locate current addresses.
B.

Claims Process and Handling of Disputes

58.
In all materials that refer to the Claims Bar Date deadline, the submission
deadline will be clearly identified with the date, which is one hundred twenty (120) days from
the commencement of the Claims Packet mailing.
59.
To avoid being barred from asserting a claim, on or before the Claims Bar Date,
each Potential Claimant must submit to the Fund Administrator a properly completed Claim
Form reflecting such Potential Claimant’s claim, and it must be accompanied by such
documentary evidence as the Fund Administrator 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, as well as holdings of the Security, at relevant dates.
60.
The burden to prove timely receipt of a claim by the Fund Administrator will be
upon the Potential Claimant; therefore Potential Claimants will be instructed to submit their
Claim Forms in a manner that will enable them to prove timely receipt of the Claim Form by the
Fund Administrator. A Claim Form that is postmarked, or otherwise received by the Fund
Administrator, 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.
61.
The Fund Administrator shall review each claim and determine the eligibility of
each Potential Claimant to participate in the Fair Fund by reviewing claim data and supporting
documentation (or lack thereof), verifying the claim, and calculating each Potential Claimant’s
loss pursuant to the Plan.
62.
Each Potential Clamant will have the burden of proof to establish the validity and
amount of his or her claim, and that they qualify as an Eligible Claimant, including the burden to
certify that they are not an Excluded Party. The Fund Administrator will have the right to
request, and the Potential Claimant will have the burden to promptly provide to the Fund
Administrator, any additional information and/or documentation deemed relevant by the Fund
Administrator.
63.
All claims and supporting documentation necessary to determine a Potential
Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of the Plan
must be verified by a declaration executed by the Potential Claimant under penalty of perjury
under the laws of the United States. The declaration must be executed by the Potential Claimant,
unless the Fund Administrator accepts such declaration from someone authorized to act on the
12

Potential Claimant’s behalf, whose authority is supported by such documentary evidence as the
Fund Administrator deems necessary.
64.
Electronic claims submission is encouraged; the Claims Packet will include
instructions on how Potential Claimants can submit their claims electronically via the Fair Fund
website. If using the web-based claim filing option, a Potential Claimant must submit their claim
to the Fund Administrator by 11:59 p.m. Eastern Standard Time on the Claims Bar Date. The
Claims Packet will also include instructions for submission of claims if the Potential Claimant is
unable to submit their claim electronically. All claims must be received by the Fund
Administrator on or before the Claims Bar Date.
65.
Claims containing (a) one hundred (100) or more transactions or (b) claims
submitted by an intermediary on behalf of twenty (20) or more accounts must be submitted
electronically using the format provided by the Fund Administrator. The electronic filing
template will be made available on the Fair Fund’s website. Files that do not comply with the
format provided by the Fund Administrator may be rejected.
66.
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 for this matter.
Files 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(s).
67.
Each Third-Party Filer must establish the validity and amount of each claim in its
submission. Like all other Potential Claimants, 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 Potential 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. Documentation generated by the Third-Party Filer as well as affidavits in lieu of
supporting documentation, will not be accepted unless, for good cause, the Fund Administrator
determines it acceptable. The Fund Administrator will have the right to request, and the ThirdParty 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 on the Final Determination Notice, is final and within the discretion of the Fund
Administrator and is not appealable.
68.
Distribution Payments must be made by check or electronic payment payable to
the Eligible Claimant (beneficial account owner). The Third-Party Filer shall not be the payee of
13

any Distribution Payment check or electronic Distribution Payment. Subject to ¶ 92 below
(ERISA Plans), any other payment arrangement must be discussed with the Fund Administrator
in consultation with the Commission staff and must be authorized by the Potential Claimant.
Compensation to the Third-Party Filer for its services may not be paid or deducted from the
Distribution Payment.
69.
If, after discussion with the Fund Administrator in consultation with the
Commission, and authorization by the Eligible Claimant(s), a Distribution Payment is to be made
to a Third-Party Filer to distribute to the Eligible Claimant(s), the Third-Party Filer will be
required to complete the certification on the Claim Form, which will require them, at a
minimum, to attest that any distribution to the custodian, trustee, or investment professional
representing multiple potentially eligible beneficial owners, will be allocated for the benefit of
current or former pooled investors and not for the benefit of management. The certification, as
part of the Claim Form, will be available on the Fair Fund website and upon request from the
Fund Administrator. All such Third-Party Filers must have an auditable mechanism available to
the Fund Administrator and the Commission staff to confirm that each Potential Claimant, if
determined an Eligible Claimant, received the Distribution Payment directed to them.
70.
The receipt of the Security by gift, inheritance, devise, or by 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 the Security unless specifically so provided in the instrument of
inheritance. However, 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
multiple claims are filed by the donor and donee, the donee claim will be honored, assuming it is
supported by proper documentation.
71.
The Fund Administrator will provide a Determination Notice within one hundred
thirty-five (135) days from the Claims Bar Date to each Potential Claimant who has filed a Claim
Form with the Fund Administrator, setting forth the Fund Administrator's conclusions concerning
such claim. The Determination Notice will provide to each Potential 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). The Determination Notice will also notify the Potential
Claimant of the opportunity to cure such deficiency, and provide instructions regarding what is
required to do so.
72.
Any Potential Claimant with a deficient claim will have thirty (30) days from the
date of the Determination Notice to cure any deficiencies identified in the Determination Notice.
73.
In the event the claim is denied, in whole or in part, the Determination Notice will
state the reason for such denial. Any Potential Claimant seeking reconsideration of a rejected
claim must advise the Fund Administrator in writing within thirty (30) days of the date of the
Determination Notice. All requests for reconsideration must include the necessary
documentation to substantiate the basis upon which the Potential Claimant is requesting
reconsideration of their claim.
14

74.
The Fund Administrator will send, as appropriate, a Final Determination Notice to
all Potential Claimants who responded to the Determination Notice in an effort to cure a
deficiency or to seek reconsideration of a rejected claim. The Fund Administrator will send such
Final Determination Notices no later than sixty (60) days following receipt of documentation or
information in response to the Determination Notice, or such longer time as the Fund
Administrator determines is necessary for a proper determination concerning the claim.
75.
The Fund Administrator may consider disputes of any nature presented by
Potential Claimants, and will consult Commission staff as appropriate. The Fund Administrator
will have the authority to waive technical claim deficiencies and approve claims on a case-bycase basis, or in groups of claims. All determinations made by the Fund Administrator in
accordance with the Plan in any dispute, request for reconsideration, or request to cure a
deficient claim will be final and not subject to appeal.
76.
Any Eligible Claimant who relocates or otherwise changes contact information
after receipt of the Claims Packet must promptly communicate any change in address or contact
information to the Fund Administrator.
77.
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 methodology.
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.
C.

Procedures for Distribution of the Net Available Fair Fund

78.
The Fund Administrator shall distribute the Net Available Fair Fund to all
Eligible Claimants only after all timely submitted Claim Forms have been processed; all
Potential Claimants whose claims have been rejected or disallowed, in whole or in part, have
been notified and provided the opportunity to cure pursuant to the procedures set forth above;
and the independent third-party review described in ¶ 77, above, has been completed and any
appropriate remedial steps taken.
79.
The Fund Administrator, in consultation with the Tax Administrator and the
Commission staff, shall determine the Net Available Fair Fund by retaining a prudent reserve to
pay tax obligations and any BFS fees. After all distributions and payment of all tax obligations,
any remaining amounts in the reserve will become part of the residual described in ¶ 99.
80.
Within seventy-five (75) days following the date of the Final Determination
Notices described above, ¶ 74, the Fund Administrator shall compile the payee information,
including the names, addresses, and Distribution Payments of all Eligible Claimants (“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
15

Plan; (b) is accurate as to Eligible Claimants’ names, address, and Eligible Loss Amount; and (c)
provides all information necessary to make a payment equal to the amount of the applicable
Distribution Payment for such Eligible Claimant.
81.
Upon receipt and review of the validated Payee List and Reasonable Assurances
Letter, 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 the Net
Available Fair Fund.
82.
Upon issuance of an order to disburse by the Commission, the Commission staff
will direct the transfer of funds to the Escrow Account (defined below). The Fund Administrator
shall then use its best efforts to commence mailing Distribution Payment checks or effect wire
transfers within twenty (20) business days of the transfer 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.
83.
Prior to the disbursement of the Net Available Fair Fund, the Fund Administrator
will establish account(s) described in the following paragraph at a United States commercial
bank (the “Bank”), not unacceptable to the Commission staff.
84.
The Fund Administrator shall establish an escrow account (“Escrow Account”)
pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by Commission staff,
in the name of and bearing the Employer Identification Number of the QSF. The Fund
Administrator shall also establish with the Bank a separate deposit account (the “Deposit
Account”) (e.g. controlled distribution account, managed distribution account, linked checking
and investment account) for the purpose of funding Distribution Payments to be distributed to
Eligible Claimants by the Fund Administrator pursuant to the Plan. The name of each account
shall be in the following form: SMC Fair Fund (EIN XX-XXXXXXX), as custodian for the
benefit of investors allocated a distribution pursuant to the Plan in Super Micro Computer, Inc.,
Administrative Proceeding File No. 3-19927.
85.
During the term of the Escrow Agreement, if invested, the Escrow Account 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, of a type and term necessary to
meet the cash liquidity requirements for payments to Eligible Claimants and tax obligations,
including investment or reinvestment in a bank account insured by the Federal Deposit Insurance
Corporation (“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.
86.
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.

16

87.
The Fund Administrator shall deposit or invest funds in the Escrow and Deposit
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 the Deposit Accounts.
88.
All interest earned will accrue for the benefit of the Fair Fund and all costs
associated with the Escrow and Deposit Accounts will be paid by the Fair Fund.
89.
All funds shall remain in the Escrow Account, separate from bank assets, pursuant
to the Escrow Agreement until needed to satisfy a presented check. All Distribution Payment
checks presented for payment or electronic transfer will be subject to “positive pay” controls
before being honored by the Bank, at which time funds will be transferred from the Escrow
Account to the Deposit Account to pay the approved checks.
90.
All checks issued to Eligible Claimants by the Fund Administrator shall bear a
stale date of ninety (90) days. Checks that are not negotiated before the stale date shall be
voided and the issuing financial institution shall be instructed to stop payment on those checks.
Such Eligible Claimant’s claim is extinguished as of the stale date and the funds will remain in
the Net Available Fair Fund. If a check reissue has been requested before the stale date, such
request is governed by the following section.
91.
Electronic or wire transfers may be utilized at the discretion of the Fund
Administrator to transfer approved Distribution Payments, including through PayPal or Zelle if
acceptable to the Eligible Claimant. For any electronic payment, the exact amount necessary to
make a payment shall be transferred from the Escrow Account directly to the payee bank account
in accordance with written instruction provided to the Escrow Bank by the Fund Administrator.
All 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 authorization by two
members of the Fund Administrator’s senior staff.
92.
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 issue 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. With respect to any retirement
plan that has been closed prior to the Fund Administrator’s identification of Potential Claimants,
the Fund Administrator will endeavor to distribute funds directly to the beneficial accountholders
of such retirement plans if the information required for such a distribution is known to or
provided to the Fund Administrator.
93.
All Distribution Payments shall be preceded or accompanied by a communication
that will include, as appropriate: (a) a statement characterizing the distribution; (b) a statement
from the Tax Administrator regarding the tax consequences of Distribution Payments and
17

informing Eligible Claimants that the tax treatment of the distribution is the responsibility of
each recipient and that the recipient should consult their tax advisor for advice regarding the tax
treatment of the distribution; (c) a statement that checks will be void after ninety days (90) days;
and (d) providing contact information for the Fund Administrator, to be used in the event of any
questions regarding the distribution. All such communications shall be submitted to the
Commission staff and the Tax Administrator for review and approval. Distribution Payments on
their face or the accompanying mailbag, shall clearly indicate that the money is being distributed
from a Fair Fund established by the Commission for the benefit of investors for harm as a result
of securities law violations.
D.

Uncashed Checks and Reissues

94.
The Fund Administrator will work with the Bank and maintain information about
uncashed checks, returned payments, any returned items due to non-delivery, insufficient
addresses, and/or other deficiencies. The Fund Administrator is responsible for researching and
reconciling errors and reissuing payments when possible and for maintaining a record of such
efforts. The Fund Administrator is also responsible for accounting for all payments. The
amount of all uncashed payments will continue to be held in the Fair Fund.
95.
The Fund Administrator shall use its best efforts to make use of reasonable
commercially available resources and other reasonably appropriate means to locate all Eligible
Claimants whose checks are returned to the Fund Administrator as undeliverable by the USPS.
96.
Where new address information becomes available, the Fund Administrator shall
reissue the Distribution Payment check and send it to the new address. Where new address
information is not available after a diligent search (and in no event later than ninety (90) days
after the initial mailing of the original check) or if the Distribution Payment check is returned
again, the check shall be voided and the Fund Administrator shall instruct the issuing financial
institution to stop payment on such check. If the Fund Administrator, despite best practicable
efforts, is unable to find an Eligible Claimant’s correct address, the Fund Administrator, in its
discretion, may remove such Eligible Claimant from the distribution and the allocated
Distribution Payment will remain in the Fair Fund for distribution, if practicable, to the
remaining Eligible Claimants.
97.
The Fund Administrator will re-issue new checks to Eligible Claimants upon the
receipt of a valid, written request from the Eligible Claimants prior to the initial stale date. Such
reissued checks will be void if not negotiated by the later of ninety (90) days from issuance of
the original check or sixty (60) days from the reissuance.
98.
In cases where an Eligible Claimant is unable to endorse a Distribution Payment
(e.g., as the result of a name change because of marriage or divorce, or as the result of death),
any request by an Eligible Claimant or a lawful representative for reissuance of a Distribution
Payment in a different name must be documented to the satisfaction of the Fund Administrator.
If, in the sole discretion of the Fund Administrator, such change is properly documented, the
Fund Administrator will issue an appropriately redrawn Distribution Payment, subject to the time
limits detailed herein.
18

E.

Residual and Disposition of Undistributed Funds

99.
A residual within the Fair Fund will be established for any amounts remaining
after all assets have been disbursed (the “Residual”). The Residual may include, among other
things, funds reserved for future taxes and for post-distribution contingencies, amounts from
Distribution Payment checks that have not been cashed, amounts from Distribution Payment
checks that were not delivered or accepted upon delivery, or that were returned, and tax refunds.
100. The Fund Administrator, in consultation with Commission staff, may distribute
the Residual to Eligible Claimants, if any, who filed claims with the Fund Administrator after the
Claims Bar Date or who were late in curing a deficient claim, with Commission approval if and
as appropriate under the Commission’s Rules. Subject to the Minimum Distribution Amount of
$10.00, the otherwise Eligible Claimants will receive a Distribution Payment up to the Eligible
Loss Amount that would have been received if their claim had been filed on time.
101. If any funds remain after the payment of claims that were filed late or cured after
the Claims Bar Date, or if no such claims exist, the Fund Administrator, in consultation with
Commission staff, and with Commission approval if and as appropriate under the Commission’s
Rules, may distribute the remaining residual funds on a pro rata basis to all Eligible Claimants
that negotiated the checks issued in the immediately preceding distribution or that received
electronic payments, subject to the Minimum Distribution Amount of $10.00, and provided that
their aggregate Distribution Payments combined with their Prior Recovery do not exceed their
Eligible Loss Amount plus, if applicable, Reasonable Interest.
102. All funds remaining in the Residual that are infeasible to distribute to investors
will be returned to the Commission and transferred to the U.S. Treasury, subject to Section
21F(g)(3) of the Exchange Act, after the final accounting is approved by the Commission.
Returning such money to the Respondents would be inconsistent with the equitable principle that
no person should profit from his wrongdoing. Therefore, in these circumstances, distributing
disgorged funds to the U.S. Treasury is the most equitable alternative.
F.

Accountings and Termination of the Fair Fund

103. Pursuant to Rule 1105(f) of the Commission’s Rules, 17 C.F.R. § 201.1105(f),
once the Fair Fund has been transferred from BFS to the Bank, the Fund Administrator will
provide an accounting to the Commission during the first ten (10) days of each calendar quarter
in a format acceptable to the Commission staff. Each accounting shall detail all monies earned
or received and all monies spent in connection with the administration of the Plan during the
reporting period.
104. Upon completion of all distributions pursuant to the Plan, the Fund Administrator
shall make arrangements for the payment of all Administrative Costs, transfer all remaining
funds to the Commission and submit to the Commission staff a final fund accounting for
Commission approval on the standardized accounting form provided by the Commission staff.
The Fund Administrator also shall submit a final report to the Commission staff summarizing the
distribution, including disbursed amounts, returned or un-negotiated payments, outreach efforts
19

and costs, final distributions statistics regarding distributions to individuals and entities, and such
other information requested by the Commission staff.
105. The Fund Administrator will shut down the toll-free number, website, P.O. Box,
and any electronic mail address established specifically for the administration of the Fair Fund
upon the transfer of any remaining monies to the Commission.
106. 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 Commission staff, has been submitted by the Fund
Administrator, and has been approved by the Commission; (b) all Administrative Costs have
been paid; and (c) any amount remaining in the Residual has been received by the Commission
for transfer to Treasury. Once the Commission has approved the final accounting, the
Commission staff shall seek an order from the Commission terminating the Fair Fund, canceling
the Fund Administrator’s bond, discharging the Fund Administrator, and transferring any amount
remaining in the Fair Fund, and any amounts returned to it in the future, to the general fund of
the Treasury, subject to Section 21F(g)(3) of the Exchange Act.
107. Once the Fair Fund has been terminated, no further claims will be allowed and no
additional payments will be made whatsoever.
G.

Miscellaneous

108. All Administrative Costs will be paid by the Fair Fund, first from interest and
then from the corpus of the Fair Fund.
109. The Fund Administrator is authorized to enter into agreements with financial
institutions, (“Institutions”) as may be appropriate or necessary in the administration of the Fair
Fund, provided such Institutions are not excluded pursuant to other provisions of this Plan. In
connection with such agreements, the Institutions shall be deemed to be agents of the Fund
Administrator under this Plan.
110. The Fund Administrator, and/or each of its designees, agents and assistants, shall
be entitled to rely on all outstanding rules of law; and any orders issued by the Commission, the
Secretary by delegated authority or an Administrative Law Judge; and/or any investor
information provided by Commission staff.
111. The Fund Administrator will retain all documents in any media for a period of six
(6) years after approval of the final accounting. Pursuant to Commission staff’s direction, the
Fund Administrator will either turn over to the Commission or destroy all documents six (6)
years after approval of the final accounting.
112. The Fund Administrator shall take reasonable and appropriate steps to distribute
the Net Available Fair Fund according to the Plan. The Fund Administrator will inform
Commission staff of any changes needed to the Plan. Upon approval by the Commission staff,
the Fund Administrator may implement immaterial changes to this Plan to effectuate its general
20

purposes. If a change is deemed to be material by Commission staff, Commission approval is
required prior to implementation by amending the Plan.
113. The Fund Administrator may extend any of the procedural deadlines set forth in
the Plan for good cause shown, if agreed upon by the Commission staff.
VII.

Notice and Comment Period

114. The Notice of the Proposed Plan of Distribution and Opportunity for Comment
(the “Notice”) shall be published on the Commission’s website
http://www.sec.gov/litigation/fairfundlist.htm. Any person wishing to comment on the Plan must
do so in writing by submitting their comments within thirty (30) days of the date of the Notice
(a) to the Office of the Secretary, United States Securities and Exchange Commission, 100 F
Street, N.E., Washington, D.C. 20549-1090; (b) by using the Commission’s Internet comment
form (www.sec.gov/litigation/admin.shtml); or (c) by sending an e-mail to rulecomments@sec.gov. Comments submitted by e-mail 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 only submit comments that they
wish to make publicly available.

21

Table A: Super Micro Computer Inc. Common Stock Inflation Schedule
Date Range
Inflation per
Share
October 22, 2014 – November 10, 2015
$4.51
November 11, 2015 – January 30, 2018
$1.73
On or after January 31, 2018
$0.00
Table B: Super Micro Computer Inc. Average Closing Price, January 31, 2018 – April 30,
2018
Average
Average
Average
Closing
Closing
Closing
Price from
Price from
Price from
Jan 31,
Jan 31,
Jan 31,
2018 to
2018 to
2018 to
Date
Date Shown
Date
Date Shown
Date
Date Shown
1/31/2018
$22.83
3/2/2018
$19.23
4/3/2018
$18.81
2/1/2018
$22.70
3/5/2018
$19.21
4/4/2018
$18.76
2/2/2018
$22.00
3/6/2018
$19.22
4/5/2018
$18.72
2/5/2018
$21.33
3/7/2018
$19.23
4/6/2018
$18.67
2/6/2018
$20.97
3/8/2018
$19.24
4/9/2018
$18.62
2/7/2018
$20.78
3/9/2018
$19.26
4/10/2018
$18.59
2/8/2018
$20.46
3/12/2018
$19.27
4/11/2018
$18.56
2/9/2018
$20.26
3/13/2018
$19.28
4/12/2018
$18.54
2/12/2018
$20.10
3/14/2018
$19.29
4/13/2018
$18.52
2/13/2018
$19.93
3/15/2018
$19.30
4/16/2018
$18.50
2/14/2018
$19.87
3/16/2018
$19.31
4/17/2018
$18.50
2/15/2018
$19.84
3/19/2018
$19.29
4/18/2018
$18.49
2/16/2018
$19.78
3/20/2018
$19.27
4/19/2018
$18.48
2/20/2018
$19.72
3/21/2018
$19.25
4/20/2018
$18.46
2/21/2018
$19.61
3/22/2018
$19.20
4/23/2018
$18.44
2/22/2018
$19.53
3/23/2018
$19.15
4/24/2018
$18.42
2/23/2018
$19.47
3/26/2018
$19.10
4/25/2018
$18.41
2/26/2018
$19.44
3/27/2018
$19.03
4/26/2018
$18.40
2/27/2018
$19.40
3/28/2018
$18.97
4/27/2018
$18.39
2/28/2018
$19.33
3/29/2018
$18.93
4/30/2018
$18.38
3/1/2018
$19.27
4/2/2018
$18.86

22

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3Aa4172b2cef504f58. Public record. Not legal advice.