Philadelphia Financial Management Of San Francisco, Llc

Allegations: IN 2009, PHILADELPHIA FINANCIAL CAUSED INVESTMENT FUNDS IT MANAGES TO BUY SHARES IN TWO FOLLOW-ON PUBLIC OFFERING AFTER HAVING SOLD SHORT THE ISSUER'S STOCK DURING THE OFFERING'S RESTRICTED PERIODS, IN VIOLATION OF SECURITIES EXCHANGE ACT RULE 105'S STRICT-LIABILITY PROHIBITION. Status: Final Sanction Detail: DISGORGEMENT OF $137,524.38, INTEREST OF $16,919.26, AND CIVIL MONEY PENALTY OF $65,000, ALL PAID SEPTEMBER, 18, 2013. Summary: THE SEC ALLEGED THAT IN 2009, PHILADELPHIA FINANCIAL CAUSED INVESTMENT FUNDS IT MANAGES TO BUY SHARES IN TWO FOLLOW-ON PUBLIC OFFERING AFTER HAVING SOLD SHORT THE ISSUER'S STOCK DURING THE OFFERINGS' RESTRICTED PERIODS, IN VIOLATION OF SECURITIES EXCHANGE ACT RULE 105. RULE 105 IS A STRICT-LIABILITY, PROPHYLACTIC RULE THAT PROHIBITS BUYING IN A SECONDARY OFFERING AFTER HAVING SHORTED DURING A (GENERALLY) 5-DAY RESTRICTED PERIOD. THE PROHIBITION APPLIES EVEN WHERE THE SHORT SELLER DOES NOT INTEND TO VIOLATE THE RULE OR AFFECT SECURITIES PRICES. ON SEPTEMBER 16, 2013, WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS (EXCEPT AS TO JURISDICTION), REGISTRANT VOLUNTARILY CONSENTED TO THE SEC'S ENTRY OF AN ORDER THAT INCLUDED FINDINGS, A CEASE AND DESIST ORDER, A REQUIREMENT TO PAY $154,443.60 IN DISGORGEMENT AND INTEREST, AND A $65,000 CIVIL PENALTY. REGISTRANT HAS COMPLIED WITH THE ORDER.