UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 95261 / July 12, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-19541

In the Matter of

FCA US LLC and Fiat Chrysler

Automobiles N.V. ,

Respondents.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On September 27, 2019, the Commission issued an Order Instituting Cease-and-Desist

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

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

(the “Order”)1 against FCA US LLC (“FCA US”) and Fiat Chrysler Automobiles N.V.

(collectively, the “Respondents”). In the Order, the Commission found that from at least August

2012 to July 2016, FCA US, an automotive company, fraudulently misled investors about the

number of new vehicles that it and its dealers sold each month to customers. The Commission

similarly found that beginning in September 2013, FCA US or its predecessor falsely touted that

it continued to increase new vehicle sales every month on a year-over-year basis by reporting

what it called a “streak” of uninterrupted sales growth. According to the Order, FCA US inflated

monthly vehicle sales to customers by paying dealers to report fake sales and used other

measures in order to make vehicles sales appear better than they were. The Commission

1

Securities Act Rel. No. 10706 (Sept. 27, 2019).

determined that by their conduct, Respondents violated the antifraud provisions of the Securities

Act of 1933 and the Securities Exchange Act of 1934 (“Exchange Act”), as well as the reporting,

books and records, and internal accounting controls provisions of the Exchange Act. The

Commission ordered the Respondents to pay a $40,000,000.00 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 paid can be distributed to harmed investors (the

“Fair Fund”).

The Fair Fund includes the $40,000,000.00 paid by the Respondents. The assets of the

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

Fund and has been deposited in an interest-bearing account at the U.S. Department of the

Treasury’s Bureau of the Fiscal Service, and any interest accrued will be added to the Fair Fund.

On May 19, 2022, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),2

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”);3 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to

Sondra Panahi, United States Securities and Exchange Commission, 801 Brickell Avenue,

Miami, Florida 33131.

The Notice also advised that all persons desiring to comment on the Proposed Plan could

submit their comments, in writing, within 30 days of the Notice. The Commission received no

comments on the Proposed Plan during the comment period.

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Exchange Act Rel. No. 94948 (May 19, 2022).

17 C.F.R. § 201.1103.

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The Proposed Plan provides for the distribution of the Net Available Fair Fund4 to

investors based on their losses on shares of FCA N.V. common stock traded on the NYSE under

the ticker symbol FCAU purchased or otherwise acquired between October 13, 2014 and July 26,

2016, inclusive, due to the misconduct of the Respondents.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,5

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary

4

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

Plan.

5

17 C.F.R. § 201.1104.

6

17 C.F.R. § 200.30-4(a)(21)(iv).

3