UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SEC ADMIN RELEASE 34-72010/IA RELEASE 3823/APRIL 23, 2014: THE SECURITIES AND EXCHANGE COMMISSION (COMMISSION) DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED PURSUANT TO SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF 1934 (EXCHANGE ACT) AND SECTION 203(F) OF THE INVESTMENT ADVISERS ACT OF 1940 (ADVISERS ACT) AGAINST JANE E. O'BRIEN. ON DECEMBER 21, 2012, O'BRIEN PLED GUILTY TO ONE COUNT OF SECURITIES FRAUD IN VIOLATION OF SECTION 10(B) OF THE EXCHANGE ACT AND RULE 10B-5 THEREUNDER BEFORE THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, [UNITED STATES V. JANE E. O'BRIEN, CASE NUMBER 12-CR-10351]. ON JUNE 4, 2013, A JUDGMENT OF CRIMINAL CONVICTION WAS ENTERED AGAINST O'BRIEN. SHE WAS SENTENCED TO A PRISON TERM OF 33 MONTHS, FOLLOWED BY 24 MONTHS OF SUPERVISED RELEASE AND ORDERED TO MAKE RESTITUTION IN THE AMOUNT OF $240,000 AND FORFEITURE IN THE AMOUNT OF $240,000.

Order

Bar (Permanent)

SEE COMMENTS

Indefinite

4/23/2014

SECURITIES FRAUD

Pled guilty

FINRA

SECTION 10(B) OF THE SECURITIES EXCHANGE ACT (EXCHANGE ACT) OF 1934, RULE 10B-5 THEREUNDER; FINRA RULES 2010, 2020, 3240, AND 8210, NASD RULES 2110, 2330, AND 2370: O'BRIEN BORROWED ABOUT $3 MILLION FROM SIX OF HER CLIENTS. SOME OF THE LOANS WERE DOCUMENTED BY O'BRIEN THROUGH PROMISSORY NOTES SIGNED BY O'BRIEN. THESE NOTES WERE NEVER SHOWN TO TWO DIFFERENT FINRA MEMBER FIRMS WHERE O'BRIEN WAS REGISTERED. O'BRIEN DID NOT PROVIDE NOTICE TO, NOR RECEIVE PERMISSION FROM HIS FIRMS TO BORROW FROM CUSTOMERS. TO DATE, THE MAJORITY OF THE LOANS HAVE NOT BEEN PAID BACK TO HER FORMER CLIENTS. O'BRIEN RECOMMENDED THAT A CUSTOMER INVEST IN A PRIVATE PLACEMENT. THE CUSTOMER WROTE TWO SEPARATE CHECKS, ONE FOR $50,000 AND ONE FOR $190,000, TO PURPORTEDLY INVEST IN THE PRIVATE PLACEMENT. IN RETURN, O'BRIEN GAVE THE CUSTOMER A "SECURED SENIOR CONVERTIBLE PROMISSORY NOTE" THAT SHE REPRESENTED WAS FROM THE ISSUER. O'BRIEN SIGNED THE NAME OF THE ISSUER'S CHIEF EXECUTIVE OFFICER (CEO) TO THE NOTE WITHOUT THE CEO'S KNOWLEDGE OR CONSENT. O'BRIEN NEVER MADE ANY INVESTMENTS IN THE PRIVATE PLACEMENT WITH THE CUSTOMER'S FUNDS. INSTEAD, WITHOUT THE CUSTOMER'S KNOWLEDGE OR CONSENT, O'BRIEN CONVERTED THE FUNDS FOR HER OWN PERSONAL USE. BY ENGAGING IN SECURITIES FRAUD AND CONVERSION, O'BRIEN WILLFULLY VIOLATED SECTION 10(B) OF THE EXCHANGE ACT, RULE 10B-5 THEREUNDER. O'BRIEN FAILED TO PROVIDE FINRA ON-THE-RECORD TESTIMONY.

Acceptance, Waiver & Consent(AWC)

Bar (Permanent)

All Capacities

Indefinite

11/16/2012

WITHOUT ADMITTING OR DENYING THE FINDINGS, O'BRIEN CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS, THEREFORE HE IS BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY. O'BRIEN UNDERSTANDS THAT THIS SETTLEMENT INCLUDES A FINDING THAT HE WILLFULLY VIOLATED SECTION 10(B) OF THE EXCHANGE ACT AND RULE 10B-5 THEREUNDER, AND THAT UNDER ARTICLE III, SECTION 4 OF FINRA'S BY-LAWS, THIS MAKE HIM SUBJECT TO A STATUTORY DISQUALIFICATION WITH RESPECT TO ASSOCIATION WITH A MEMBER.