SEC NEWS DIGEST

Commission Meetings

Open Meeting (Roundtable about Proxy Advisory Firms) on Thursday, December 5, 2013 at 9:30 a.m.

The Securities and Exchange Commission will hold an a roundtable about proxy advisory firms on December 5, 2013 from 9:30 a.m. to 1:30 p.m. The roundtable panel will be asked to discuss topics including the current state of proxy advisory firm use by investment advisers and institutional investors and potential changes that have been suggested by market participants. Panelists will also be invited to discuss any new ideas.

The roundtable discussion will be held at SEC headquarters at 100 F Street NE in Washington, D.C. The roundtable will be webcast on the Commission's website at www.sec.gov and will be archived for later viewing.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact the Office of the Secretary at (202) 551-5400.

Closed Meeting on Tuesday, November 26, 2013 at 2:00 p.m.

The subject matter of the Closed Meeting will be: settlement of injunctive actions; institution and settlement of administrative proceedings; and other matters relating to enforcement proceedings.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact the Office of the Secretary at (202) 551-5400.

Commission Charges another Tipper in Galleon Insider Trading Scheme

The Securities and Exchange Commission (Commission) today charged a former employee at a Silicon Valley-based semiconductor company for his role tipping nonpublic information used in connection with Raj Rajaratnam's massive insider trading scheme.

The SEC alleges that Sam Miri, who worked in the communications division at Marvell Technology Group, tipped confidential information about the company's financial performance to former Galleon Management portfolio manager Ali Far. He used the nonpublic information provided by Miri to trade Marvell securities on behalf of hedge funds that he founded after leaving Galleon. Far and Spherix Capital, who were among those earlier charged by the SEC in the Galleon matter, earned hundreds of thousands of dollars in illicit profits based on Miri's tips. In exchange for the illegal tips, Far arranged four quarterly payments to Miri totaling approximately $10,000.

Miri, who lives in Palo Alto, Calif., has agreed to settle the SEC's charges by paying more than $60,000 and being barred from serving as an officer or director of a public company.

"Miri finds himself playing the role of defendant because he chose to violate his duty to protect his employer's confidential information by selling it to a hedge fund manager in exchange for quarterly payments," said Sanjay Wadhwa, senior associate director for enforcement in the SEC's New York Regional Office. "A total of 35 firms and individuals have now been held accountable for their varying roles in the Galleon scheme."

According to the SEC's complaint filed in federal court in Manhattan, Miri tipped Far in May 2008 with inside information about Marvell's plans to announce a permanent chief financial officer after a string of interim chief financial officers. With an earnings announcement scheduled for later that month, Miri also revealed confidential information about Marvell's sales revenue and profitability as well as projections of future earnings potential. In the days leading up to the announcement, Spherix Capital hedge funds purchased approximately 300,000 shares of Marvell common stock. When the stock climbed more than 20 percent after Marvell announced its quarterly financial results and new CFO on May 29, Far's hedge funds reaped approximately $680,000 in ill-gotten gains.

The SEC's complaint charges Miri with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. Miri agreed to pay $10,000 in disgorgement, $1,842.90 in prejudgment interest, and a $50,000 penalty. Miri also agreed to be barred from serving as an officer or director of a public company for five years. Without admitting or denying the charges, Miri agreed to be permanently enjoined from future violations of these provisions of the federal securities laws. The settlement is subject to court approval.

The SEC's investigation, which is continuing, has been conducted by John Henderson, Diego Brucculeri, and James D'Avino of the New York Regional Office. The case has been supervised by Joseph Sansone of the Market Abuse Unit and Sanjay Wadhwa. The SEC appreciates the assistance of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation. (Press Rel. 2013-247; LR-22874)

Commission Charges Colorado Man in Scheme Targeting Elderly Investors

The Commission today charged a self-described institutional trader in Colorado with defrauding elderly investors into making purported investments in government-secured bonds as he used their money to pay his mortgage.

The SEC alleges that Gary C. Snisky of Longmont, Colo., primarily targeted retired annuity holders by using insurance agents to sell interests in his company Arete LLC, which posed as a safe and more profitable alternative to an annuity. Investors were told their funds would be used to purchase government-backed agency bonds at a discount, and Snisky as an institutional trader would use the bonds to engage in overnight banking sweeps. However, Snisky did not purchase bonds or conduct any such trading, and he misappropriated approximately $2.8 million of investor funds to pay commissions to his salespeople and make personal mortgage payments.

"With one hand Snisky ushered investors into a supposedly safe investment opportunity with guaranteed profits, and with the other hand he put investors' money into his own pocket," said Julie K. Lutz, director of the SEC's Denver Regional Office.

In a parallel action, the U.S. Attorney's Office for the District of Colorado today announced criminal charges against Snisky.

According to the SEC's complaint filed in federal court in Denver, Snisky raised at least $3.8 million from more than 40 investors in Colorado and several other states. Beginning in August 2011, Snisky recruited veteran insurance salespeople who could sell the Arete investment to their established client bases that owned annuities. The majority of investors in Arete used funds from IRAs or other retirement accounts.

The SEC alleges that Snisky described Arete as an "annuity-plus" investment in which, unlike typical annuities, investors could withdraw principal and earned interest with no penalty after 10 years while still enjoying annuity-like guaranteed annual returns of 6 to 7 percent. Snisky emphasized the safety of the investment, calling himself an institutional trader who could secure government-backed agency bonds at a discount and save middleman fees. Snisky's sales pitch was so convincing that even one of his salespeople personally invested retirement funds in Arete.

The SEC alleges that Snisky created and provided all of the written documents that the hired salespeople used as offering materials to solicit investors. Snisky also showed salespeople fraudulent investor account statements purporting to show earnings from Arete's investment activity. Following an initial influx of investors, Snisky organized at least two seminars where he met with investors and salespeople. He introduced himself as the institutional trader behind Arete's success, and encouraged investors to spread the word. Snisky hand-delivered fraudulent account statements to investors attending the seminars to mislead them into believing their investments were performing as promised.

The SEC's complaint against Snisky seeks a permanent injunction, disgorgement of ill-gotten gains plus prejudgment interest, and a financial penalty.

The SEC's investigation, which is continuing, has been conducted by John C. Martin, Kerry M. Matticks, and James A. Scoggins of the Denver office. The SEC's litigation will be led by Polly A. Atkinson. The SEC appreciates the assistance of the U.S. Attorney's Office for the District of Colorado, Internal Revenue Service, Federal Bureau of Investigation, and U.S. Postal Inspection Service. (Press Rel. 2013-248; LR- 22876)

Former Rochdale Securities Broker Sentenced to 30 Months' Imprisonment for Rogue Trades

The Commission announced today that on November 19, 2013, the Honorable Robert N. Chatigny of the United States District Court for the District of Connecticut sentenced David Miller, 41, of Rockville Center, New York, to 30 months imprisonment, followed by three years of supervised release, for his role in a fraudulent scheme to place a series of unauthorized purchases of more than 1.6 million shares of Apple, Inc. stock on October 25, 2012 while employed as an institutional sales trader for Rochdale Securities LLC (Rochdale) of Stamford, Connecticut. Judge Chatigny also ordered Miller to make full restitution to Rochdale, which suffered a loss of $5,292,202.50 and ceased all business operations as a result of Miller's actions. Miller was arrested on December 4, 2012, and on April 15, 2013 he pleaded guilty to one count of conspiracy to commit wire fraud and securities fraud, and one count of wire fraud.

On April 15, 2013, the Commission filed a partially settled civil injunctive action against Miller in federal court in Connecticut arising out of the same conduct. To settle the Commission's charges, Miller consented to be enjoined from future violations of the antifraud provisions of the federal securities laws. The amount of a civil monetary penalty will be determined at a later date. In related administrative proceedings that the Commission separately instituted on April 25, 2013, Miller consented to a Commission Order barring him from any future association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and barring him from participating in any offering of penny stock. [SEC v. David Miller, Civil Action No. 3:13-cv-00522 (D. Conn. April 15, 2013)] (LR-22872)

Court Enters Final Judgment by Consent against SEC Defendant Ribotsky

On November 14, 2013 the Honorable Joseph F. Bianco, United States District Court Judge for the Eastern District of New York, entered a final judgment by consent against Defendant Corey Ribotsky. In addition, Judge Bianco also dismissed all claims against Defendant The NIR Group, LLC at the SEC's request because that entity is defunct and has no assets.

Ribotsky consented to the final judgments without admitting or denying the allegations in the Commission's complaint. The final judgment against Ribotsky imposed permanent injunctions prohibiting Ribotsky from violating Section 17(a)(1), (2) and (3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1), 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder. Ribotsky has also agreed to pay $12,500,000 in disgorgement, $1,000,000 in prejudgment interest, and a $1,000,000 civil penalty.

To settle the Commission's related administrative proceedings that the Commission will separately institute, Ribotsky has consented to be barred from any future association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, with the right to reapply after four years. [SEC v. The NIR Group, LLC, et al., 11-CV-4723 (JFB) (Eastern District of New York)] (LR-22873)

Commission Alleges R. Gordon Jones, CPA Violated Commission Suspension Order

The Commission filed a complaint in U.S. District Court for the District of Utah against certified public accountant R. Gordon Jones. Jones is a resident of Farmington, Utah, and has been licensed as a certified public accountant by the State of Utah since June 1980.

The Commission alleged in its complaint that Jones violated a May 4, 2001 Commission Order issued under Rule 102(e)(1)(ii) and (iii) of the Commission's Rules of Practice (the "2001 Order") that suspended Jones from appearing or practicing before the Commission as an accountant. According to the complaint, beginning in 2001 through the present, Jones provided accounting and financial statement preparation work for public companies. The complaint alleges that Jones, through his company J&J Consultants, LLC, has, among other things, created, compiled, and edited financial statements, information and data incorporated into Forms 10-K, 10-Q and 8-K; drafted and edited footnotes to financial statements; drafted and edited Management Discussion and Analysis sections relating to financial information of public filings; drafted and edited responses to Commission comment letters relating to financial information on public filings; and provided issuers with accounting advice that was subsequently reflected in financial statements filed with the Commission. The complaint further alleges that Jones supervised the financial statement preparation work for public company clients performed by J&J employees, and was intrinsically involved in and had the final sign off on the work of the other J&J employees. Through these actions, Jones violated the 2001 Order.

The Commission's complaint seeks a district court order enforcing its 2001 Order suspending Jones from appearing or practicing before the Commission as an accountant, and asks that the court order him to pay disgorgement, representing illicit compensation gained as a result of his engaging in work that was proscribed by the 2001 Order, together with prejudgment interest. [SEC v. R. Gordon Jones, C.P.A., Civil Action No. 1:13-cv-00163-BSJ (D. Utah)] (LR-22875)

Orders of Deregistration Under the Investment Company Act of 1940

Orders have been issued under Section 8(f) of the Investment Company Act of 1940 declaring that each of the following has ceased to be an investment company: http://www.sec.gov/rules/icdereg.shtml

SEI Alpha Strategy Portfolios, LP [File No. 811-22112]

[Rel. No. IC-30792]

John Hancock Series Trust [File No. 811-3392]

[Rel. No. IC-30793]

Multi-Cap Growth Portfolio [File No. 811-8558]

[Rel. No. IC-30794]

Focused Growth Portfolio [File No. 811-10607]

[Rel. No. IC-30795]

Global Dividend Income Portfolio [File No. 811-21875]

[Rel. No. IC-30796]

Arden Macro Fund, L.L.C. [File No. 811-22702]

[Rel. No. IC-30797]

Arden Macro Master Fund, L.L.C. [File No. 811-22703]

[Rel. No. IC-30798]

Greater China Growth Portfolio [File No. 811-7264]

[Rel. No. IC-30799]

Empiric Funds, Inc. [File No. 811-9088]

[Rel. No. IC-307800]

UBS Juniper Crossover Fund, LLC [File No. 811-10113]

[Rel. No. IC-307801]

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by The NASDAQ Stock Market LLC to amend Rule 4120(c)(7)(C) to modify the parameters for releasing securities for trading upon the termination of a trading halt (SR-NASDAQ-2013-143) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70911)

A proposed rule change filed by the NYSE Arca, Inc. (SR-NYSEARCA-2013-128) to amend the NYSE Arca Equities Schedule of Fees and Charges for Exchange Services to specify the method of billing when more than one pricing tier could be applicable has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70912)

A proposed rule change filed by the New York Stock Exchange LLC (SR-NYSE-2013-74) to amend the New York Stock Exchange Price List related to co-location services has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70913)

A proposed rule change filed by NYSE MKT LLC (SR-NYSEMKT-2013-93) to amend the NYSE MKT Equities Price List and the NYSE Amex Options Fee Schedule related to co-location services has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70914)

A proposed rule change filed by The NASDAQ Stock Market LLC (SR-NASDAQ-2013-140) to modify NASDAQ connectivity options and fees has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected to be made in the Federal Register during the week of November 25, 2013. (Rel. 34-70915)

A proposed rule change filed by the NYSE Arca, Inc. (SR-NYSEARCA-2013-124) to amend the NYSE Arca Options Fee Schedule and the NYSE Arca Equities Schedule of Fees and Charges for Exchange Services related to co-location services has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70916)

Notice of Proposed Rule Change

New York Stock Exchange LLC filed a proposed rule change (SR-NYSE-2013-72) pursuant to Section 19(b)(1) of the Securities Exchange Act to establish an Institutional Liquidity Program on a one-year pilot basis. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70909)

NYSE MKT LLC filed a proposed rule change (SR-NYSEMKT-2013-91) pursuant to Section 19(b)(1) of the Securities Exchange Act to establish an Institutional Liquidity Program on a one-year pilot basis. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70910)

Chicago Mercantile Exchange Inc. filed a proposed rule change (File No. SR-CME-2013-24) under Section 19(b)(1) of the Securities Exchange Act of 1934 to designate a new primary backup data center. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70917)

Notice of Withdrawal

A proposed rule change filed by NYSE Arca, Inc. amending NYSE Arca Rule 6.72 to make the penny pilot program for options permanent (SR-NYSEArca-2013-42) has been withdrawn.  Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70918)

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.

S-1     Norwegian Cruise Line Holdings Ltd., 7665 CORPORATE DRIVE, MIAMI, FL, 
        33126, 305-436-4000 - 0 ($817,443,000.00) Equity, (File 333-192417 - 
        Nov. 20) (BR. 05B)

S-4     New Public Rangers, L.L.C., 333 W. SHERIDAN AVENUE, OKLAHOMA CITY, OK, 
        73102, (405) 235-3611 - 0 ($1,573,778,589.90) Equity, 
        (File 333-192419 - Nov. 20) (BR. 02)

S-1     SeaWorld Entertainment, Inc., 9205 SOUTH PARK CENTER LOOP, SUITE 400, 
        ORLANDO, FL, 32819, (407) 226-5011 - 0 ($543,720,000.00) Equity, 
        (File 333-192420 - Nov. 20) (BR. 05A)

S-4     HERITAGE OAKS BANCORP, 545 12TH ST, PASO ROBLES, CA, 93446, 
        8052395200 - 0 ($45,279,068.00) Equity, (File 333-192421 - Nov. 20) 
        (BR. 07B)

S-11    Altisource Residential Corp, 14A & 14C STRAND STREET, FREDERIKSTED, VI, 
        00840, 770-612-7007 - 0 ($100,000,000.00) Equity, (File 333-192422 - 
        Nov. 20) (BR. 08C)

S-8     STILLWATER MINING CO /DE/, 1321 DISCOVERY DRIVE, BILLINGS, MT, 59102, 
        406.373.8700 - 1,250,000 ($13,800,000.00) Equity, (File 333-192424 - 
        Nov. 20) (BR. 09A)

S-8     MAGICJACK VOCALTEC LTD, 12 BENNY GAON STREET, BUILDING 2B, 
        POLEG INDUSTRIAL AREA, NETANYA, L3, 42504, 561-771-2255 - 
        2,250,000 ($27,450,000.00) Equity, (File 333-192431 - Nov. 20) (BR. 11C)

S-8     LA-Z-BOY INC, 1284 N TELEGRAPH RD, MONROE, MI, 48162, 7342421444 - 
        4,100,000 ($98,277,000.00) Equity, (File 333-192435 - Nov. 20) (BR. 06B)

S-8     SONY CORP, 7-1, KONAN, 1-CHOME, MINATO-KU, TOKYO, M0, 108-0075, 
        0367482180 - 0 ($39,955,932.00) Equity, (File 333-192436 - Nov. 20) 
        (BR. 11A)

S-3ASR  GALLAGHER ARTHUR J & CO, TWO PIERCE PLACE, ITASCA, IL, 60143, 
        6307733800 - 0 ($0.00) Equity, (File 333-192437 - Nov. 20) (BR. 01B)

S-3ASR  TreeHouse Foods, Inc., 2021 SPRING ROAD, SUITE 600, OAK BROOK, IL, 
        60523, 7084831300 - 0 ($0.00) Unallocated (Universal) Shelf, 
        (File 333-192440 - Nov. 20) (BR. 04A)

S-8     Relypsa Inc, 700 SAGINAW DRIVE, REDWOOD CITY, CA, 94063, 650-421-9500 - 
        5,034,585 ($37,615,317.48) Equity, (File 333-192441 - Nov. 20) (BR. 01B)

S-3ASR  Forestar Group Inc., 6300 BEE CAVE ROAD, BUILDING TWO, SUITE 500, 
        AUSTIN, TX, 78746, 512-433-5200 - 
        0 ($0.00) Unallocated (Universal) Shelf, (File 333-192442 - Nov. 20) 
        (BR. 08C)

S-8     ON TRACK INNOVATIONS LTD, P O BOX 32, ZHR INDUSTRIAL ZONE, 
        ROSH PINAISRAEL, L3, 2126616500 - 2,500,000 ($4,748,716.00) Equity, 
        (File 333-192443 - Nov. 20) (BR. 10B)

F-1     FREESEAS INC., 10 ELEFTHERIOU VENIZELOU STREET, (PANEPISTIMIOU AVENUE), 
        ATHENS, J3, 10671, 011-30-210-452-8770 - 
        75,000,000 ($23,250,000.00) Equity, (File 333-192446 - Nov. 20) 
        (BR. 05B)

S-3ASR  ADT Corp, 1501 YAMATO ROAD, BOCA RATON, FL, 33431, 561-988-3600 - 
        0 ($0.00) Unallocated (Universal) Shelf, (File 333-192447 - Nov. 20) 
        (BR. 11A)

S-8     MORGAN STANLEY, 1585 BROADWAY, NEW YORK, NY, 10036, 212-761-4000 - 
        0 ($100,000,000.00) Other, (File 333-192448 - Nov. 20) (BR. 12A)

S-3     Cinedigm Corp., 902 BROADWAY, 9TH FLOOR, NEW YORK, NY, 10010, 
        212-206-8600 - 2,898,601 ($5,188,496.00) Equity, (File 333-192449 - 
        Nov. 20) (BR. 03A)

S-4     tw telecom holdings inc., 10475 PARK MEADOWS DRIVE, LITTLETON, CO, 
        80124, 303 566-1279 - 0 ($800,000,000.00) Debt, (File 333-192450 - 
        Nov. 20) (BR. 11C)

S-1     BROADWAY FINANCIAL CORP \DE\, 4800 WILSHIRE BLVD, LOS ANGELES, CA, 
        90010, 2136341700 - 0 ($21,727,607.00) Equity, (File 333-192451 - 
        Nov. 20) (BR. 07C)

S-8     MERITOR INC, 2135 W MAPLE ROAD, TROY, MI, 48084, 2484351000 - 
        0 ($34,323,000.00) Equity, (File 333-192458 - Nov. 20) (BR. 05A)

S-8     Surgical Care Affiliates, Inc., 520 LAKE COOK ROAD, SUITE 250, 
        DEERFIELD, IL, 60015, 847-236-0921 - 0 ($100,420,051.80) Equity, 
        (File 333-192459 - Nov. 20) (BR. 01B)

S-8     LGI Homes, Inc., 1450 LAKE ROBBINS DRIVE, SUITE 430, THE WOODLANDS, TX, 
        77380, (281) 362-8998 - 2,500,000 ($32,587,500.00) Equity, 
        (File 333-192460 - Nov. 20) (BR. 06A)
    

Form 8-K is used by companies to file current reports on the following events:

1.01	Entry into a Material Definitive Agreement
1.02	Termination of a Material Definitive Agreement
1.03	Bankruptcy or Receivership
2.01	Completion of Acquisition or Disposition of Assets
2.02	Results of Operations and Financial Condition
2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
2.04	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
2.05	Cost Associated with Exit or Disposal Activities
2.06	Material Impairments
3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
3.02	Unregistered Sales of Equity Securities
3.03	Material Modifications to Rights of Security Holders
4.01	Changes in Registrant's Certifying Accountant
4.02	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
5.01	Changes in Control of Registrant
5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
5.04	Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
5.05	Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
5.06	Change in Shell Company Status
6.01	ABS Informational and Computational Material.
6.02	Change of Servicer or Trustee.
6.03	Change in Credit Enhancement or Other External Support.
6.04	Failure to Make a Required Distribution.
6.05	Securities Act Updating Disclosure.
7.01	Regulation FD Disclosure
8.01	Other Events
9.01	Financial Statements and Exhibits