UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ____________

No. 18-3549 ____________

UNITED STATES OF AMERICA

v.

STEVEN FISHOFF, Appellant

On Appeal from the United States District Court for the District of New Jersey (D. C. Criminal No. 3-15-cr-00586-001) District Judge: Honorable Michael A. Shipp

Submitted under Third Circuit LAR 34.1(a) on July 8, 2019

Before: MCKEE, ROTH and RENDELL, Circuit Judges

(Opinion filed: January 30, 2020) Daniel T. Brown Murphy & McGonigle 1001 G Street, NW Seventh Floor Washington, DC 20001

Counsel for Appellant

Mark E. Coyne John F. Romano Office of United States Attorney 970 Broad Street Room 700 Newark, NJ 07102

Counsel for Appellee

O P I N I ON

ROTH, Circuit Judge:

Under Section 32 of the Securities Exchange Act, a defendant who violates a Security and Exchange Commission (SEC) rule or regulation but prove