Chechele v. Sperling 1

12-1769-cv
Chechele v. Sperling
1
UNITED STATES COURT OF APPEALS 1
FOR THE SECOND CIRCUIT 2
August Term 2012 3
(Argued: March 12, 2013 Decided: July 11, 2014) 4
Docket No. 12-1769-cv 5
-----------------------------------------------------x 6
DONNA ANN GABRIELE CHECHELE, 7
8
Plaintiff-Appellant, 9
10
-- v. –- 11
12
JOHN G. SPERLING, PETER V. SPERLING, 13
14
Defendants-Appellees, 15
16
APOLLO GROUP, INC., 17
18
Nominal Defendant-Appellee. 19
20
-----------------------------------------------------x 21
B e f o r e : WALKER, WESLEY, and HALL, Circuit Judges. 22
Plaintiff-Appellant Donna Ann Gabriele Chechele appeals from 23
the judgment of the United States District Court for the Southern 24
District of New York (Paul A. Crotty, Judge) granting Defendants- 25
Appellees’ motion to dismiss. Specifically, the district court 26
found that the requirements of a claim under section 16(b) of the 27
Securities Exchange Act of 1934, mandating disgorgement of short- 28
swing profits by statutory insiders, had not been satisfied. 29
AFFIRMED. 30
31

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12-1769-cv
Chechele v. Sperling
2
JAMES A. HUNTER, Hunter & Kmiec, New 1
York, NY, for Plaintiff-Appellant. 2
3
DENNIS H. TRACEY, III (Nathaniel E. 4
Marmon, on the brief), Hogan Lovells 5
US LLP, New York, NY, for 6
Defendants-Appellees. 7
8
9
JOHN M. WALKER, JR., Circuit Judge: 10
Plaintiff-Appellant Donna Ann Gabriele Chechele appeals from 11
the judgment of the United States District Court for the Southern 12
District of New York (Paul A. Crotty, Judge) granting insider 13
Defendants-Appellees’ motion to dismiss her short-swing trading 14
complaint. Specifically, the district court found that the 15
requirements of a claim under section 16(b) of the Securities 16
Exchange Act of 1934 (“Exchange Act”), mandating disgorgement of 17
short-swing profits by statutory insiders, had not been satisfied. 18
We agree and affirm the district court’s judgment. 19
BACKGROUND 20
Appellant Chechele is a shareholder of Apollo Group, Inc. 21
(“Apollo”). Appellees John and Peter Sperling, father and son, are 22
the Executive Chairman and Vice Chairman of Apollo’s Board of 23
Directors, respectively. Chechele sued the Sperlings under section 24
16(b) of the Exchange Act, 15 U.S.C. § 78p(b), seeking disgorgement 25
of alleged short-swing profits. Short-swing profits are realized 26
under section 16(b) when an insider buys and sells stock of his 27
company within a six-month period. It is undisputed that the 28
Sperlings are insiders for the purposes of section 16(b). 29

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12-1769-cv
Chechele v. Sperling
3
As insiders, John and Peter Sperling had considerable holdings 1
of Apollo stock. In order to convert some of their shares of Apollo 2
Class A common stock into cash, in 2006 and 2007, John Sperling 3
entered into two prepaid variable forward contracts (“PVFCs”) and 4
Peter Sperling entered into three PVFCs. The terms of each PVFC 5
were contained in three documents: (1) a Master Agreement, (2) a 6
Pledge Agreement, and (3) a Transaction Confirmation. 7
The Master Agreements provided the general framework for the 8
PVFC transactions.1 On the “Payment Date,” the banks would pay John 9
and Peter an agreed-upon amount of cash. In exchange, the Sperlings 10
promised to deliver to the banks, on a pre-determined “Settlement 11
Date,” some number of Apollo shares, or their cash equivalent. The 12
number of shares to be delivered varied with the market closing 13
price of Apollo stock three days prior to the Settlement Date 14
according to a formula provided in each agreement. 15
Additionally, on the Payment Date, the Sperlings pledged as 16
collateral the maximum number of shares that could be delivered 17
under the agreement to secure the banks’ interest in the shares. 18
In the meantime, however, the Sperlings retained ownership of the 19
shares until delivery on the Settlement Date; they continued to 20
1 John and Peter Sperling each signed a “master stock purchase
agreement” with Bank of America. Peter also signed an equivalent
agreement with Deutsche Bank, labelled the “forward purchase
contract,” which along with the master stock purchase agreements
are collectively referred to as the “Master Agreements.”

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12-1769-cv
Chechele v. Sperling
4
have the right to exercise the shares’ voting rights and receive 1
cash dividends. 2
The particulars of each PVFC transaction, including the 3
Payment Date, upfront cash payment amount, number of pledged 4
shares, Settlement Date, and settlement formula, were all set forth 5
in the Transaction Confirmation. For example, John Sperling’s July 6
11, 2007 Transaction Confirmation called for him to pledge one 7
million shares on July 16, 2007 (the Payment Date) in return for 8
approximately $52.4 million from Bank of America. The Settlement 9
Date occurred approximately eighteen months later, on January 12, 10
2009. 11
Under the settlement formula in this transaction, if the share 12
price three trading days prior to settlement (the “Maturity Date”) 13
fell below $60.2235 (the “floor price”), John was required to 14
deliver all of the pledged shares or a cash equivalent. The floor 15
price protected John from a decline in the stock price because he 16
was required to deliver one million shares (or the cash equivalent) 17
regardless of how much below the floor price the share price fell. 18
But if the share price at the Maturity Date was between the 19
floor price and $78.2906 (the “ceiling price”), the number of 20
shares to be delivered would decline as the share price rose above 21
the floor price according to a formula that maintained a constant 22
cash equivalent value. John would keep any undelivered shares. 23

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12-1769-cv
Chechele v. Sperling
5
If the share price at the Maturity Date was above the ceiling 1
price, however, the number of shares to be delivered would increase 2
according to a formula under which John had to deliver more shares 3
as the stock price rose. But, no matter how high the stock price 4
climbed, John never had to deliver more than the one million 5
originally pledged shares. 2
6
The transaction could be viewed as a bet on whether the share 7
price would be above the ceiling price (bank’s bet) or below the 8
floor price (John’s bet) on the Maturity Date. John would “win the 9
bet” if the settlement price was below the floor, because he would 10
be satisfying his obligation to the bank with relatively 11
inexpensive shares. The bank would “win the bet” if the settlement 12
price was above the ceiling, because it would receive an increasing 13
number of shares of increasing value. For settlement prices in 14
between the floor and ceiling, the transaction resembled a loan; 15
John borrowed $52.4 million from the bank on the Payment Date and 16
was obligated to pay the bank back approximately $62 million (the 17
$52.4 million he borrowed plus the implied financing cost of the 18
loan). 19
2 We have represented this PVFC’s formula graphically at the end of
this opinion. As one can see, the value John delivered to the bank
rises steadily as the share price rises, until it reaches the floor
price. The value then remains constant, until the share price
reaches ceiling price, at which point the value delivered rises
again.

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12-1769-cv
Chechele v. Sperling
6
On January 9, 2009, the share price was $85.3300—above the 1
ceiling—so the bank “won” the bet and John had to deliver some, but 2
not all, of the pledged shares on January 12. 3
All five PVFC transactions were settled by delivery of shares 4
rather than the cash equivalent. The following charts summarize 5
their terms. 6
John Sperling 7
Trade
Date
Maturity
Date
Pledged
Shares
Floor
Price
Ceiling
Price
Settlement
Price
Delivered
Shares
Undelivered
Shares
7/11/07 1/9/09 1,000,000 60.2235 78.2906 85.3300 788,300 211,700
4/24/06 4/24/09 500,000 53.3780 80.0670 61.1450 436,500 63,500
8
Peter Sperling 9
Trade
Date
Maturity
Date
Pledged
Shares
Floor
Price
Ceiling
Price
Settlement
Price
Delivered
Shares
Undelivered
Shares
7/11/07 1/9/09 1,000,000 60.2235 78.2906 85.3300 788,300 211,700
4/24/06 4/24/09 500,000 53.3780 80.0670 61.1450 436,500 63,500
1/19/06 1/20/09 315,000 55.3064 71.8983 86.5400 254,606 60,394
10
THE CLAIM IN THE DISTRICT COURT 11
Within six months of the settlement of the PVFC transactions 12
at issue, the Sperlings sold some of their Apollo stock on the open 13
market. Chechele alleges that those sales, in light of the PVFC 14
settlement, violated section 16(b). According to her theory of the 15
case, the Sperlings sold the shares they pledged to the banks on 16
the Payment Dates of the PVFCs, but then “repurchased” the 17
undelivered shares on the Settlement Dates. She claims that their 18
subsequent sales of company stock on the open market – less than 19

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12-1769-cv
Chechele v. Sperling
7
six months after the PVFC’s settled - can be matched to the 1
“purchase” that occurred at settlement. If she is correct, any 2
profits made from the later sales must be disgorged as short-swing 3
profits under section 16(b) . 4
The district court concluded that because the “Sperlings’ 5
rights ‘became fixed and irrevocable’ at the time they entered into 6
the [PVFCs] . . . the repurchases of the [Sperlings’] retained 7
shares on the settlement date did not constitute a ‘purchase’ under 8
Section 16(b).” Chechele v. Sperling, No. 11 Civ. 0146, 2012 WL 9
1038653, at *5 (S.D.N.Y. Mar. 29, 2012). 10
DISCUSSION 11
Chechele raises only one issue on appeal: whether the 12
Sperlings’ retention of a portion of the shares that were pledged 13
but not delivered to the banks constituted a “purchase” of company 14
stock within the meaning of section 16(b) of the Securities 15
Exchange Act. We review de novo the district court’s grant of a 16
motion to dismiss under Federal Rule of Procedure 12(b)(6), 17
Anschutz Corp. v. Merrill Lynch & Co., 690 F.3d 98, 107 (2d Cir. 18
2012), and conclude that the Sperlings’ ultimate retention of 19
shares pledged to the banks in the various PVFC transactions did 20
not constitute “purchases” under section 16(b). 21
In relevant part, section 16(b) states: 22
[A]ny profit realized by [a corporate insider] 23
from any purchase and sale, or any sale and 24
purchase, of any equity security. . . within 25
any period of less than six months . . . shall 26

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12-1769-cv
Chechele v. Sperling
8
inure to and be recoverable by the issuer, 1
irrespective of any intention on the part of 2
[the insider]. 3
4
15 U.S.C. § 78p(b). We have explained that “liability under Section 5
16(b) does not attach unless the plaintiff proves that there was 6
(1) a purchase and (2) a sale of securities (3) by an [insider] 7
(4) within a six-month period.” Gwozdzinsky v. Zell/Chilmark Fund, 8
L.P., 156 F.3d 305, 308 (2d Cir. 1998). 3 The only element at issue 9
here is element one: whether a “purchase” occurred when the PVFCs 10
settled and the Sperlings retained some of their pledged shares. 4
11
12
A. PVFCs are a form of complex derivatives 13
The PVFCs at issue here are complex derivatives. 5 On the day 14
the contracts were written, the Sperlings obtained the equivalent 15
of a right to sell a maximum number of shares to the banks, which 16
they would exercise if the share price fell below a floor. Because 17
the value of the Sperlings’ right to sell shares would increase as 18
3 For the purposes of section 16(b) an insider is “ an officer or
director of the issuer or . . . a shareholder who owns more than
ten percent of any one class of the issuer’s securities[.]”
Gwozdzinsky, 156 F.3d at 308.
4 We and the parties refer to the transactions here as “PVFCs.” This
label is useful as far as this transaction goes. We must be
cautious, however, not to rely too heavily on labels because the
creativity of Wall Street lawyers and bankers is boundless. A
future instrument that resembles today’s PVFC may contain a
heretofore unthought-of contractual term that fundamentally changes
the analysis.
5 Derivatives include, among other things, options to buy or sell
securities at particular prices in the future. 17 C.F.R. § 240.16a–
1(c).

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12-1769-cv
Chechele v. Sperling
9
the price of the stock decreased, the right is a “put equivalent 1
position.” 17 C.F.R. § 240.16a-1(h). 6 In exchange for this put 2
equivalent position, the Sperlings granted the banks a right to 3
receive additional shares as the Apollo stock price rose above the 4
PVFC ceiling price. Because the value of the banks’ right to 5
receive the pledged shares would increase as the stock price 6
increased, the right is a “call equivalent position.” 17 C.F.R. § 7
240.16a-1(b).7
8
For purposes of our analysis, the initial pledge of shares as 9
collateral is irrelevant; the pledge agreement merely protected the 10
bank against the sale or encumbrance of the shares at risk in the 11
PVFC until the settlement date. And the fact that the transaction 12
6 A “put option” is a contract giving one party the right to sell,
and obligating one party to buy, a stock or commodity at a given
price, known as a “strike price,” on a particular date. If the
market price on that date is below the strike price, then the
option becomes valuable because one could purchase the stock in the
market and immediately resell it for a profit. See Michael S.
Knoll, Put-Call Parity and the Law, 24 Cardozo L. Rev. 61, 70
(2002). We are further convinced that this transaction was a put
equivalent by the fact that the potential loss to the bank here if
the transaction settled below the floor, and the potential loss to
the writer of a traditional put option are nearly identical.
Intrigued readers are encouraged to compare our graph of this
transaction with Knoll’s profit/loss graph of a put option. Id.
7 A “call option” is a standardized contract giving one party the
right to buy, and obligating one party to sell, a stock or
commodity at a given price, again a “strike price,” on a particular
date. If the market price of the stock rises above the strike
price, the option becomes valuable because one could exercise the
option and immediately sell the purchased shares on the open market
at a profit. See Knoll, supra, at 70. Again, comparing our graph of
the profit to the bank if this transaction settled above the
ceiling with a graph of the profit to the holder of a traditional
call option reveals just how much like a call option this
transaction was. See id.

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12-1769-cv
Chechele v. Sperling
10
resembled a loan at settlement prices between the floor and the 1
ceiling is also irrelevant. Even though no shares changed hands on 2
the Payment Date, rights to an equity security were still bought 3
and sold at the time of the contract. 8
4
Were we to confine our focus to the loan aspects of the PVFC, 5
to the exclusion of its option-equivalent elements, we would not 6
only contravene the SEC rules, but also create a new vehicle for 7
insider trading. Suppose an insider anticipated a temporary dip in 8
his company’s stock price. The insider could enter into a PVFC with 9
a settlement date during the expected price dip. The insider could 10
then settle in cash, paying the price of the now devalued shares, 11
but retaining the shares themselves for the anticipated upswing in 12
the stock price. When the stock price returned to normal, the 13
insider would have kept his shares and profited by the difference 14
between the up-front payment (based on the normal stock value) and 15
the settlement price (based on the stock value during the market 16
8 Furthermore, the view that PVFCs are derivatives – not loans –
is consistent with every authority revealed by research. First,
the SEC treats PVFCs as derivatives. See Exchange Act Release
No. 47809, 68 Fed. Reg. 25,788, 25,789 (May 13, 2003) (“In
particular, section 16(a) requires insiders to report all security-
based swap agreements and transactions involving derivative
securities, including . . . forwards . . . .”). Second, two
separate district courts have now analyzed PVFCs as derivatives.
See Chechele, 2012 WL 1038653; Donoghue v. Centillium Commc’ns
Inc., No. 05 Civ. 4082, 2006 WL 775122 (S.D.N.Y. Mar. 28, 2006).
Moreover, leading treatises treat PVFCs as derivatives with
potential insider-trading implications. See Peter J. Romeo & Alan
L. Dye, Section 16 Treatise and Reporting Guide §§ 3.03[2][h],
10.05[3] (4th ed. 2012). Finally, both parties to this litigation
go to great lengths to analyze the contracts as transactions in
derivative securities.

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Chechele v. Sperling
11
dip). 1
In this hypothetical, if the PVFC is treated as a loan, 2
section 16(b) was not violated. No shares changed hands, and there 3
was no “purchase” or “sale” to trigger section 16(b). Viewing the 4
PVFC as a derivative, however, the potential for abuse becomes 5
clear: the insider offered the PVFC “call option” as consideration 6
for the “put option,” knowing that the call option would never be 7
exercised. In other words, he used his informational advantage to 8
sell something he knew to be worthless. 9
Precisely to prevent what would happen in our hypothetical, we 10
have held that “for purposes of Section 16(b), the expiration of a 11
call option within six months of its writing is to be deemed a 12
‘purchase’ by the option writer to be matched against the ‘sale’ 13
deemed to occur when that option was written.” Roth v. Goldman 14
Sachs Grp., Inc., 740 F.3d 865, 872 (2d Cir. 2014); see also 17 15
C.F.R. § 240.16b-6(d). This rule prevents an insider from profiting 16
by selling call options with expiration dates within six months, 17
while knowing, by virtue of his inside information, that the stock 18
price would not rise above the strike price and the option would 19
never be exercised. We think this rule should apply here as well. 20
We therefore hold that a PVFC is akin to the “sale” of a call 21
option (and purchase of a put) by the insider, and this sale should 22
be matched to a “purchase” at the settlement date, should the call 23
option expire. Thus for purposes of section 16 liability, the 24

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12-1769-cv
Chechele v. Sperling
12
Sperlings “sold” call options to the banks on the day they signed 1
the contract, and any matching “purchases” would occur – if at all 2
– on the settlement date if these options went unexercised. 3
Viewing the instant transactions in this manner, it becomes 4
clear why the Sperlings did not violate section 16(b). First, for 5
the transactions that settled above the ceiling, nothing of 6
significance occurred on the settlement date. The bank merely 7
exercised its call options, which is neither a purchase nor a sale 8
under section 16(b). The exercise of a traditional derivative 9
security (as opposed to its expiration) is a “non-event” for 10
section 16(b) purposes. Magma Power Co. v. Dow Chem. Co., 136 F.3d 11
316, 322 (2d Cir. 1998). Second, even if the banks’ call options 12
had expired - as they did in several cases – the expiration of an 13
option can only be matched to its own writing for section 16 14
purposes, not to another unrelated sale of stock. Allaire Corp. v. 15
Okumus, 433 F.3d 248, 254 (2d Cir. 2006). Since the Sperlings’ 16
subsequent stock purchases were not part of the PFVC derivative 17
transaction, the two could never have been matched. 18
B. PVFCs are not “hybrid deriviatives” 19
Although Chechele would agree with our conclusion that the 20
PVFCs at issue here are a species of derivative, she attempts to 21
analyze these contracts under our emerging “hybrid derivatives” 22
case law governing options without a fixed exercise price. This is 23
the incorrect mode of analysis. 24

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Chechele v. Sperling
13
In Analytical Surveys, Inc. v. Tonga Partners, L.P., 684 F.3d 1
36, 49-50 (2d Cir. 2012), we held that a hybrid derivative — a 2
derivative without a fixed exercise price — is not “purchased” 3
until the price becomes fixed because only then is “the extent of 4
the profit opportunity defined[.]” 9 Our hybrid derivative cases, 5
however, have all dealt with contracts where one of the parties 6
controlled the timing, and thus the price, at which the option 7
would be exercised. See Analytical Surveys, 684 F.3d at 41; At Home 8
Corp. v. Cox Commc’ns Inc., 446 F.3d 403, 405 (2d Cir. 2006); Magma 9
Power, 136 F.3d at 319. This is critical. 10
Because one of the parties controls the timing of the 11
exercise, hybrids present two opportunities to use inside 12
information, once at the writing of the contract and again at their 13
exercise. In Analytical Surveys, we emphasized that the “insider’s 14
additional opportunity to rely on inside information to time the 15
date of exercise” presented an additional danger. 684 F.3d at 50. 16
This is why we held that the “purchase” for section 16(b) purposes 17
occurs when the price is fixed. The time the price is fixed is when 18
the last opportunity to use inside information occurs, and when the 19
six-month clock for a matching sale should start. See id. at 49-50. 20
The PVFCs at issue here, however, do not present the same risk 21
of manipulation at the time of their settlement that hybrids do at 22
9 This is in keeping with SEC regulations, which exclude from the
definition of a traditional derivative “[r]ights with an exercise
or conversion privilege at a price that is not fixed[.]” 17 C.F.R.
§ 240.16a-1(c)(6).

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Chechele v. Sperling
14
the time of their exercise. It is true that with these PVFCs, as 1
with the securities in our hybrid cases, the number of shares that 2
may be called and the price of those shares is not known at the 3
time the contract is written. Nonetheless, with these PVFCs the 4
price was set by a predetermined formula. There is thus no 5
opportunity for additional manipulation after the contract is 6
signed.10 Because the parties are bound to the formula and dates 7
from the time of contracting, the prices of these PVFC options were 8
fixed at the time they entered the contract even if they are not 9
known. 10
Viewing these PVFCs as traditional rather than hybrid 11
derivatives also comports with SEC regulations. A related SEC rule 12
provides: 13
[I]f [an insider’s] increase or decrease [in a derivative 14
position] occurs as a result of the fixing of the 15
exercise price of a right initially issued without a 16
fixed price, where the date the price is fixed is not 17
known in advance and is outside the control of the 18
recipient, the increase or decrease shall be exempt from 19
section 16(b)[.] 20
21
17 C.F.R. § 240.16b-6(a). The purpose of this regulation is to 22
avoid “the unfairness of subjecting insiders to liability under 23
10 As one district court put it, insiders writing PVFCs are
powerless to manipulate the settlement [to their]
advantage. [They are] obligated to settle [on the
contractual date], regardless of whether the stock price
[is] favorable . . . . While the ultimate number of
shares to be transferred [is] not [known], that number
[is] dictated by financial formulae and criteria set
forth in the [PVFC] and, . . . [can]not be modified[.]
Donoghue, 2006 WL 775122, at *5 (internal quotation marks omitted).

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Chechele v. Sperling
15
Section 16(b) who engage in a purchase or sale and then have an 1
offsetting sale or purchase thrust upon them thereafter by events 2
‘not known in advance’ and ‘outside the[ir] control.’” Magma Power, 3
136 F.3d at 322. 4
Still, because there is some risk of manipulation, as we 5
discussed above, PVFCs do not — and should not — get the benefit of 6
a total section 16(b) exemption. Nonetheless, treating PVFCs as 7
hybrid derivatives could produce the same “unfairness” that 8
prompted the issuance of 17 C.F.R. § 240.16b-6(a). If the 9
“purchase” or “sale” of the derivative does not occur until the 10
price is “fixed” in the sense of being determined, every PVFC could 11
subject the insider to section 16(b) liability. This is because 12
under a hybrid derivative analysis a “sale” will always occur 13
shortly before settlement, when the value to be delivered is 14
determined. Because, under Roth, an expiration of the bank’s call 15
option is a “purchase” (by the insider) to be matched with this 16
“sale,” section 16 liability would result whenever a PVFC settles 17
below the floor and the bank’s call option expires. This does not 18
make sense. 19
Viewing the PVFCs as traditional derivatives, however, avoids 20
this odd result. The transactions to be matched are not the 21
“fixing” of the price shortly before settlement and the settlement 22
itself, but the writing of the contract and the settlement. As long 23

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Chechele v. Sperling
16
as the settlement date is set at least six months out from the 1
contract date, there is no risk of any short-swing profit. 2
3
*** 4
In short, the Sperlings did not violate section 16(b). First, 5
nothing of significance occurred on the Settlement Dates. The banks 6
simply exercised their call options, which is neither a purchase 7
nor a sale under section 16(b). The exercise of a traditional 8
derivative security is a “non-event” for section 16(b) purposes. 9
Magma Power, 136 F.3d at 322. Therefore the Sperlings’ subsequent 10
sale of stock after settlement did not trigger liability. Second, 11
even if the banks’ call options had expired, under SEC Rule 16b— 12
6(a) “the expiration of an option, when matched against any 13
transaction other than its own writing, is not [a transaction].” 14
Allaire Corp., 433 F.3d at 254. Furthermore, as mentioned earlier, 15
the expiration of the banks’ call options is “deemed a ‘purchase’ 16
by the option writer to be matched against the ‘sale’ deemed to 17
occur when that option was written.” Roth, 740 F.3d at 872. And 18
third, the PVFC transaction was a sale of stock; both the rights 19
the Sperlings granted and received are “put equivalent positions” 20
deemed to be “sale[s] of the underlying securities for purposes of 21
section 16(b)[.]” 17 C.F.R. § 240.16b-6(a). To trigger section 22
16(b) liability there must be both a purchase and a sale, not two 23
sales. See Roth, 740 F.3d at 870. 24

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12-1769-cv
Chechele v. Sperling
17
To sum up, the PVFCs in this case are properly analyzed under 1
traditional, and not hybrid, derivatives analysis. When that is 2
done, it becomes evident that no “purchase” occurred against which 3
a “sale” could be matched for section 16(b) purposes. 4
CONCLUSION 5
For the foregoing reasons, the district court’s judgment is 6
AFFIRMED. 7
8
9
0
200000
400000
600000
800000
1000000
1200000
$35.00
$37.00
$39.00
$41.00
$43.00
$45.00
$47.00
$49.00
$51.00
$53.00
$55.00
$57.00
$59.00
$61.00
$63.00
$65.00
$67.00
$69.00
$71.00
$73.00
$75.00
$77.00
$79.00
$81.00
$83.00
$85.00
$87.00
$89.00
$91.00
$93.00
$95.00
$97.00
$99.00
Number of Shares Delivered
Share Price
Number of Shares Delivered

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12-1769-cv
Chechele v. Sperling
18
1
40
45
50
55
60
65
70
75
80
85
$35.00
$37.00
$39.00
$41.00
$43.00
$45.00
$47.00
$49.00
$51.00
$53.00
$55.00
$57.00
$59.00
$61.00
$63.00
$65.00
$67.00
$69.00
$71.00
$73.00
$75.00
$77.00
$79.00
$81.00
$83.00
$85.00
$87.00
$89.00
$91.00
$93.00
$95.00
$97.00
$99.00
Value of Shares Delivered in Millions
Share Price
Value of Shares Delivered

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