SEC Sustains FINRA’s Findings That William Joseph Kielczewski of Huntington Investment Company Operated an Undisclosed Hedge Fund and Solicited Firm Customers to Invest More Than $10 Million
If you are a former customer of William Joseph Kielczewski at Huntington Investment Company or invested in Mariemont Capital Partners, L.P., you should know that the Securities and Exchange Commission on December 9, 2025 sustained FINRA’s findings that Kielczewski engaged in undisclosed private securities transactions, made false statements to his employer, and willfully filed misleading Form U4 documents in connection with Mariemont Capital Partners, L.P., a hedge fund he helped organize and manage, into which he solicited firm customers to invest more than $10 million.
William Joseph Kielczewski (CRD# 4034356), former registered representative at Huntington Investment Company in Ohio.
From a FINRA complaint filed May 21, 2019, through a Hearing Panel decision issued May 15, 2020 and a NAC decision issued September 30, 2021, the SEC on December 9, 2025 sustained FINRA’s findings of violations and the sanctions imposed. According to BrokerCheck, on January 8, 2026, Kielczewski appealed the SEC decision to the United States Court of Appeals for the District of Columbia Circuit, case #26-1006; that appeal is pending.
According to the NAC decision, the NAC found that Kielczewski engaged in undisclosed private securities transactions, made false statements to his member firm, and willfully filed misleading Form U4 documents. According to the NAC decision, Kielczewski and four others formed Mariemont Capital LLC — the fund’s investment manager — on August 26, 2013, and then formed the hedge fund itself, Mariemont Capital Partners, L.P., on October 2, 2013. Kielczewski was a manager of Mariemont Capital LLC and of MCP GP, LLC — the Fund’s general partner — with the power to conduct, direct, and exercise full control over both entities’ activities, and on January 10, 2014 he personally invested $400,000 in the Fund. According to the NAC decision, Kielczewski did not accurately disclose the nature of his involvement with Mariemont Capital to his employer, Huntington Investment Company — he described himself to the firm as a passive silent minority partner — and did not provide the prior written notice required by FINRA Rule 3280 for his participation in the private securities transactions. According to the NAC decision, in December 2015 and August 2016, a Huntington customer identified as HGI invested a total of $3 million in Mariemont Capital. According to the NAC decision, in January and March 2014, a customer identified as SCCI invested a total of $6 million in the fund. According to the NAC decision, in January and February 2014, a married couple identified as WI and RI invested approximately $2.24 million. According to the NAC decision, in May and June 2016, a construction company identified as K&R invested $1 million in the fund, and KK, the founder of K&R, separately invested $3 million. According to the NAC decision, Kielczewski’s participation in these private securities transactions was not disclosed to and was not approved by his employer, Huntington Investment Company. According to the NAC decision, the NAC also found that Kielczewski made false statements to Huntington when asked about his outside activities and willfully submitted misleading initial and amended Form U4 filings that failed to disclose his participation in the private securities transactions.
Private Securities Transactions, Form U4 Obligations, and Your Rights
FINRA Rule 3280 (the Private Securities Transactions rule) prohibits a registered representative from participating in any private securities transaction outside the scope of their employment without providing prior written notice to their member firm. If the firm approves the activity, the firm must supervise the representative’s participation. If the activity involves customer investments, the representative is required to disclose that to the firm and obtain written approval before any customer investment is solicited or accepted. The rule exists to ensure firms can detect and prevent conflicts of interest between a broker’s outside activities and the interests of the firm’s customers.
Form U4 is the Uniform Application for Securities Industry Registration or Transfer. Associated persons are required to truthfully and completely answer all questions on the Form U4 and promptly update it to reflect material changes, including outside business activities, private securities transactions, and any material changes to prior disclosures. Willfully filing a false Form U4 is itself a violation of FINRA’s rules, separate from any underlying conduct.
FINRA Rule 2010 requires associated persons to observe high standards of commercial honor and just and equitable principles of trade. Participating in undisclosed private securities transactions and making false statements to a member firm violate Rule 2010.
FINRA Rule 12206 governs eligibility for arbitration claims. Investors who believe they were harmed by a broker’s undisclosed outside investment activities should consult with a securities arbitration attorney to evaluate whether their situation falls within the applicable timeframe.
Watch for These Red Flags
If you invested through a registered representative who also managed or held an ownership interest in an outside investment fund, watch for these patterns:
- A broker who recommended that you invest in a limited partnership, hedge fund, or private offering organized or co-managed by the broker
- A broker whose outside investment activities were not reflected in the firm’s account statements or disclosed in writing
- Solicitations for investments in private funds that were made outside the normal course of the firm’s advisory or brokerage relationship
- A broker who did not disclose conflicts of interest, including their own personal investment in the same fund they recommended to you
- Regulatory disclosures on BrokerCheck reflecting findings related to undisclosed outside activities, false statements to a firm, or misleading regulatory filings
If any of these patterns apply to your experience, a free consultation with a securities law attorney can help you understand whether you have a potential claim for damages.
Sanctions
According to the NAC decision, the NAC affirmed the Hearing Panel’s 18-month suspension from association with any FINRA member in any capacity, a $50,000 fine, and a requirement to requalify by examination before resuming activities requiring registration. According to the NAC decision, the NAC eliminated the Hearing Panel’s one-year heightened-supervision requirement, concluding that because Kielczewski is statutorily disqualified based on the determination that he willfully caused his firm to file misleading Forms U4, any heightened-supervision plan would more appropriately come from the Membership Continuance Application (MC-400) process should he reapply for association with a member firm. According to the NAC decision, Kielczewski was also ordered to pay hearing costs of $11,308.60. According to BrokerCheck, the original Hearing Panel decision specified an 18-month suspension from July 6, 2020 through January 5, 2022, but the sanctions have been stayed throughout the appeals process and, per BrokerCheck, are not currently in effect pending Kielczewski’s D.C. Circuit appeal. According to BrokerCheck, the SEC on December 9, 2025 sustained FINRA’s findings of violations and the sanctions imposed. According to BrokerCheck, on January 8, 2026, Kielczewski filed an appeal with the United States Court of Appeals for the District of Columbia Circuit, case #26-1006; that appeal is pending.
Steps to Take Right Now
- Gather your account statements, trade confirmations, and any correspondence with your broker or firm, including emails, texts, and written materials about the investments.
- Look up your broker on FINRA BrokerCheck at brokercheck.finra.org to review their full disclosure record.
- Contact a securities arbitration attorney for a consultation to evaluate your options.
Rosenberger + Kawabata represents investors in FINRA arbitration proceedings involving undisclosed private securities transactions, conflicts of interest, and broker misconduct. Contact Rosenberger + Kawabata online for a free and confidential consultation, or call (310) 894-6921.
The information in this post comes from FINRA’s public records and BrokerCheck database. You can view the full detailed report (CRD# 4034356) here.
You can view the NAC decision here.
You can view the full March 2026 FINRA disciplinary actions report here.