UNITED STATES SECURITIES AND EXCHANGE COMMISSION

The Securities and Exchange Commission ("Commission") deems it necessary and in the interest of the public to accept the Offer of Settlement (the "Offer") submitted by Patrick N. Thayer ("Respondent" or "Thayer"), for the purpose of settlement of these proceedings instituted against Respondent. Respondent has submitted an Offer of Settlement (the "Offer"), which the Commission has determined to accept. The Commission finds that Thayer between November 2013 until August 2022, Thayer sold mutual funds in a brokerage customer's account and transferred the funds to an account he established in the customer's name which he then used for his personal benefit, all without the customer's permission or knowledge. On June 13, 2023, the Commission filed a complaint against Thayer. Thayer agreed to a bifurcated settlement. On July 19, 2023, the court imposed permanent injunctive relief against Thayer, enjoining him from violating Section 17(a) 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) and 206(2) of the Investment Advisers Act of 1940. In June 2023, Thayer was indicted by a state grand jury in a criminal proceeding styled State of Ohio v. Patrick Noel Thayer, Case No. 23CR40675 (Warren County, Ohio), which was based on the same underlying conduct as the Commission's complaint. On August 4, 2023, Thayer pled guilty to three counts of the criminal indictment: unlawful securities practices (Count 2); aggravated theft (Count 3); and identity theft (Count 5). On October 2, 2023, Thayer was sentenced to a term of incarceration of 5-7 and a half years on Count 2, 5 years on Count 3 and 5 years on Count 5, with each period of incarceration to be served consecutively, for a total period of incarceration of 15 years minimum and 17 and a half years maximum. Thayer was also ordered to pay restitution of $1,310,605.81 to the brokerage customer, with a credit for $285,370.68 previously paid, leaving a balance of $1,025,235.13.

Order

Bar (Permanent)

Association with a broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent or NRSRO

Indefinite

11/1/2023

participating in any offering of a penny stock

Indefinite

11/1/2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

On Jun 13, 2023, the U.S. District Court for the Southern District of Ohio Western Division issued this Complaint for Injunctive and Other Relief against Defendant Patrick N. Thayer ("Defendant" or "Thayer"). The U.S. Securities and Exchange Commission ("Plaintiff" or "Commission") alleges as follows: From approximately November 2013 through August 2022, Thayer, acting individually and through Broadway Financial Solutions ("Broadway Financial"), Defendant's tax preparation and investment advisory services business, misappropriated approximately $1.3 million in assets from a single client ("Client") for his personal benefit. While perpetrating this fraud, Defendant was a registered representative of various broker dealers and managed the Client's account and those firms. During some of the fraud, Defendant was also an associated person of an investment adviser and served as the Client's investment adviser. Defendant perpetrated the fraud by establishing a bank account under the Client's name in November 2013 without the Client's knowledge or permission ("the Bank Account"). In setting up the Bank Account, Defendant forged the Client's signature on the account opening documents and used his Broadway Financial office address instead of the Client's home address. He also set up the account so that he could access and transfer funds from it. Thereafter, on nearly a monthly basis from approximately November 2013 through August 2022, Defendant (i) sold assets in the Client's brokerage account, (ii) transferred the proceeds from those sales to the Bank Account, and (iii) withdrew the funds from that account, either by electronic transfer or drafting checks drawn on the account payable to himself and others. For the checks, Defendant forged the Client's signatures. The Client was not aware of and did not consent to any of the transfers that Defendant made from her brokerage account to the Bank Account, or transfers that Defendant made from the Bank Account to himself or others. Through his conduct, Defendant has engaged in acts, practices, schemes, and courses of business that violated Sections 17(a)(1) and (2) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 ("Advisers Act").

Judgment Rendered

Disgorgement

$1,310,605.81

Injunction

Unlawful Securities Practices in Violation of O.R.C. 1707.44(M)(1)(b)

Pled guilty

Aggravated Theft in violation of O.R.C. 2913.02(A)(2)

Pled guilty

Identity Fraud in violation of O.R.C. 2913.49(B)

Pled guilty

Client alleges advisor misappropriated funds from her account in 2014 - 2020.

$1,300,000.00

$650,000.00

FINRA

Respondent Thayer failed to respond to FINRA requests for information.

Letter

Bar (Permanent)

All Capacities

Indefinite

2/21/2023

Pursuant to FINRA Rule 9552(h) and in accordance with FINRA's Notice of Suspension and Suspension from Association letters dated November 18, 2022 and December 12, 2022, respectively, on February 21, 2023, Thayer is barred from association with any FINRA member in all capacities. Thayer failed to request termination of his suspension within three months of the date of the Notice of Suspension; therefore, he is automatically barred from association with any FINRA member in all capacities.

Client alleges advisor misappropriated funds from her account. 01/02/2019-9/28/2022

$45,250.00

$45,250.00