                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 16-1515


SECURITIES AND EXCHANGE COMMISSION,

                Plaintiff - Appellee,

          and

UNITED STATES OF AMERICA,

                Intervenor/Plaintiff,

          v.

ERIC I. TSAO,

                Defendant - Appellant.



Appeal from the United States District Court for the District of
Maryland, at Greenbelt. Roger W. Titus, Senior District Judge.
(8:03-cv-01596-RWT)


Submitted:   November 7, 2016             Decided:   December 15, 2016


Before SHEDD, AGEE, and KEENAN, Circuit Judges.


Affirmed by unpublished per curiam opinion.


Stephen J. Crimmins, Brian M. Walsh, MURPHY & MCGONIGLE, P.C.,
Washington, D.C., for Appellant. Jeff Rosenblum, Deputy General
Counsel, Richard M. Humes, Associate General Counsel, Timothy N.
McGarey, Special Trial Counsel, U.S. SECURITIES & EXCHANGE
COMMISSION, Washington, D.C., for Appellee.
Unpublished opinions are not binding precedent in this circuit.




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PER CURIAM:

     In 2004, Eric I. Tsao entered into a consent decree with

the Securities and Exchange Commission (SEC).                Tsao appeals the

district court’s order denying his motion to reopen the case and

modify    the   portion    of   the    consent    decree    barring    him   from

serving as an officer or director of a public company (“O/D

bar”).    Finding no error, we affirm.

     We review the denial of a Rule 60(b) motion for abuse of

discretion.       Aikens v. Ingram, 652 F.3d 496, 501 (4th Cir. 2011)

(en banc).        “Under Rule 60(b)(5), a court may relieve a party

from an order if it is no longer equitable that the judgment

should have prospective application.”             Thompson v. U.S. Dep’t of

Hous. & Urban Dev., 404 F.3d 821, 826 (4th Cir. 2005) (internal

quotation marks omitted).         Rule 60(b)(5) encompasses a district

court’s inherent authority to modify a consent decree. *               Id.

     To support a motion to modify a consent decree, the moving

party    “bears    the   burden   of   establishing     that     a   significant

change    in    circumstances     warrants       revision   of   the    decree.”

Thompson, 404 F.3d at 827 (quoting Rufo v. Inmates of Suffolk



     * Because a district court may modify a consent decree under
Rule 60(b)(5), Tsao’s contention that the decree may also be
modified under Rule 60(b)(6) fails — Rule 60(b)(6) “may be
invoked in only extraordinary circumstances when the reason for
relief from judgment does not fall within the list of enumerated
reasons given in Rule 60(b)(1)-(5).” Aikens, 652 F.3d at 500.



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Cty. Jail, 502 U.S. 367, 383 (1992)).                        “A significant change

either in factual conditions or in law can support a requested

modification.”      Id. (internal quotation marks omitted).

     A significant change in the factual conditions can
     support a modification if the changed conditions make
     compliance with the decree substantially more onerous,
     if the decree proves to be unworkable because of
     unforeseen obstacles, or if enforcement of the decree
     without the modification would be detrimental to the
     public interest.    Ordinarily, however, modification
     should not be granted where a party relies upon events
     that actually were anticipated at the time it entered
     into a decree.

Id. (citations and internal quotation marks omitted).

     We    conclude    that    the      district       court    did    not    abuse      its

discretion    in    declining      to    modify       the    consent    decree.          The

district    court    considered         the       relevant   factors        and   did   not

consider any erroneous facts.                 While we agree with the district

court’s    description        of     Tsao’s          postconviction          conduct      as

laudable, Tsao has been able to achieve great success in his

profession despite the O/D bar.                     Tsao’s current employer was

aware of the O/D bar when it hired him, and thus any difficulty

it faces in becoming a public company with him as an officer was

foreseeable.          Moreover,         Tsao       demonstrates        no     more      than

speculation that his employer’s interests would be harmed in the

future.    And while Tsao’s work in public health does benefit the

public interest, this fact fails to overcome the public interest

in the finality of judgments.                     To the extent that Tsao argues


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the   SEC   has    not    sought     lifetime    O/D    bars       in   other     insider

trading cases, we note that the cited cases are distinguishable,

and that the SEC has sought such sanctions in appropriate cases.

See, e.g., Sec. & Exch. Comm’n v. Resnick, 604 F. Supp. 2d 773,

783 (D. Md. 2009); see also Rufo, 502 U.S. at 389 (noting that

not every “clarification in the law automatically opens the door

for   relitigation        of   the    merits     of    every       affected       consent

decree”).

      Accordingly,        we   affirm    the    district      court’s      order.      We

dispense    with        oral   argument    because          the    facts    and     legal

contentions       are    adequately     presented      in    the   materials       before

this court and argument would not aid the decisional process.



                                                                                AFFIRMED




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