2026-03-27 sec-litreleases complaint 364 KB 58,070 chars

SEC v. BENJAMIN TAYLOR; DARINA WINDSOR; JOSEPH ABDUL NOOR EL-KHOURI; and GEORGE NIKAS, Southern District of New York (Mar. 27, 2026) — Complaint

raw: SEC v. BENJAMIN TAYLOR

SEC v. BENJAMIN TAYLOR (S.D.N.Y. Mar. 27, 2026)

Caption: Securities and Exchange Commission v. Benjamin Taylor, et al.

Enriched metadata

Scheme: insider-trading (99%)
Court: Southern District of New York
Victim loss: $1,100,000,000
Entity: Benjamin Taylor

Classified insider-trading(confidence 99%). EDGAR detection: forms 4/3/5/144· recall 81% / precision 19%. detection rule →

Extracted insights

Dollar amounts 39

$1.10B $1.1 billion ≥$1B
$13.14M $13,135,362 $10M–$100M
$8.18M $8,184,184 $1M–$10M
$6.13M $6,125,677 $1M–$10M
$5.14M $5,139,748 $1M–$10M
$4.60M $4,596,159 $1M–$10M
$3.30M $3.3 million $1M–$10M
$3.14M $3,142,246 $1M–$10M
$2.86M $2,862,038 $1M–$10M
$2.02M $2,018,235 $1M–$10M
$1.22M $1,218,789 $1M–$10M
$1.20M $1.2 million $1M–$10M

Entities 9

person benjamin taylor
person darina windsor
person George Nikas
organization Investment Bank 1
organization Investment Bank 2
person Joseph Abdul Noor El-Khouri
person Trader a
organization United States District Court Southern District Of New York
organization United States Securities And Exchange Commission

Triples 5

Taylor and Windsor participated in international insider trading scheme
Taylor obtained material nonpublic information about corporate transactions from Investment Bank 1
Taylor tipped material nonpublic information to Trader A
Trader A tipped material nonpublic information to Nikas
Nikas traded on material nonpublic information

PDF

SEC v. BENJAMIN TAYLOR · Source

Text layers

Extracted body text (58,070c)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,

Plaintiff,

BENJAMIN TAYLOR, DARINA WINDSOR,
JOSEPH ABDUL NOOR EL-KHOURI, and
GEORGE NIKAS,

Defendants.

Civil Action No. 19-09744 (LAP)

JURY TRIAL DEMANDED

FIRST AMENDED COMPLAINT

Plaintiff United States Securities and Exchange Commission (“the Commission”), for its

Complaint against Defendants Benjamin Taylor (“Taylor”), Darina Windsor (“Windsor”),

Joseph Abdul Noor El-Khouri (“El-Khouri”), and George Nikas (“Nikas”) alleges as follows:

SUMMARY OF THE ACTION

1. Between at least December 2012 and at least August 2015, while working as

investment bankers in London, England, Taylor and Windsor participated in an international

insider trading scheme that netted its participants tens of millions of dollars in illicit profits from

trading in the securities of U.S. companies. During that period, while engaged in a romantic

relationship, Taylor and Windsor carried out the scheme by misappropriating from their

respective employers material nonpublic information concerning impending corporate

transactions (such as mergers, acquisitions, and tender offers), tipping such commercially

sensitive information, through an intermediary, to other individuals who used it to trade

securities, and sharing in the resulting proceeds of the illegal securities transactions. Nikas1 and

El-Khouri were two of the individuals who received and profitably traded on the basis of

material nonpublic information tipped by Taylor and Windsor.2

2. Beginning in at least December 2012, Taylor obtained material nonpublic

information about corporate transactions from the investment bank at which he was employed

(“Investment Bank 1”) and on more than one occasion, through an intermediary, tipped this

information to a trader based in Switzerland (“Trader A”), for use in trading securities. Trader

A, in turn, tipped the material nonpublic information to his friend Nikas in exchange for a share

of the profits that Nikas generated trading on these tips.

3. Beginning in at least February 2013, Taylor, through an intermediary, also tipped

Trader A with material nonpublic information that Taylor obtained from his girlfriend Windsor,

who worked at a different investment bank (“Investment Bank 2”). Trader A used the tips to

place profitable trades and further provided those tips to Nikas in exchange for a share of the

profits that Nikas generated trading on these tips.

4. In addition, beginning in at least March 2015, Taylor, through an intermediary,

also tipped to El-Khouri the information that Taylor received from Windsor.

5. In providing these tips, Taylor and/or Windsor disregarded Investment Bank 1’s

and Investment Bank 2’s internal policies, which dictated that information related to corporate

transactions must be kept confidential. Windsor provided the information to Taylor with the

1 The Commission has filed a civil action alleging that Nikas also traded on material nonpublic information in a
second insider trading scheme involving former investment banker Bryan Cohen. See SEC v. Cohen and Nikas, 19-
cv-9645 (CM).

2 On March 3, 2020, the Commission filed a civil action against Dov Malnik (“Malnik”) and Tomer Feingold
(“Feingold”), alleging that the defendants also traded on material nonpublic information obtained by Taylor and/or
Windsor and tipped to Trader A, who tipped Malnik and Feingold. See SEC v. Feingold and Malnik, 20-cv-1881
(UA).

knowledge that he would tip the information to others who would use it to trade securities and/or

further tip the information to others who would place the trades.

6. Taylor and Windsor expected to, and in fact did, receive, directly or indirectly

from Trader A, Nikas, and El-Khouri, cash and other benefits in exchange for the insider tips

they provided.

7. Based on the tips that Windsor and Taylor provided, Trader A, Nikas, and El-

Khouri collectively realized millions in illicit gains from trading the securities of at least a dozen

different public companies in advance of news that these companies had been targeted for

acquisition in contemplated or agreed upon corporate deals. At all relevant times, each

company’s common stock was registered with the Commission under Section 12(b) of the

Exchange Act. At all relevant times, the securities of each company traded on United States

securities exchanges, including the New York Stock Exchange (“NYSE”) and the NASDAQ

Stock Market (“NASDAQ”). Both NYSE and NASDAQ are located in New York, New York.

8. By knowingly or recklessly engaging in the conduct described in this Complaint,

Defendants violated, and unless restrained and enjoined will continue to violate, Sections 10(b)

and 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78j(b),

78n(e)] and Rules 10b-5 and 14e-3 thereunder [17 C.F.R. §§ 240.10b-5, 240.14e-3].

NATURE OF PROCEEDING AND RELIEF SOUGHT

9. The Commission brings this action under Section 21(d) of the Exchange Act [15

U.S.C. § 78u(d)]. The Commission seeks permanent injunctions against the Defendants, to

enjoin them from engaging in the transactions, acts, practices, and courses of business alleged in

this Complaint; disgorgement of profits realized within the five-year statute of limitations from

the unlawful insider trading set forth herein, along with prejudgment interest; and civil monetary

penalties pursuant to Section 21A of the Exchange Act [15 U.S.C. § 78u-1], and such other relief

as the Court may deem just and appropriate.

JURISDICTION AND VENUE

10. This Court has jurisdiction over this action under Sections 21(d), 21(e), 21A, and

27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and 78aa]. Certain of the acts,

practices, transactions, and courses of business constituting the violations made use of a means

or instrumentality of interstate commerce, or of the mails, and/or of the facilities of national

securities exchanges.

11. Venue in this District is proper under Section 27 of the Exchange Act [15 U.S.C.

§ 78aa], because certain of the acts, practices, transactions, and courses of business constituting

the violations alleged in this Complaint occurred in the Southern District of New York.

DEFENDANTS

12. Taylor, age 36, resides in France. Between approximately February 2010 and

May 2014, Taylor worked in the London office of Investment Bank 1, whose global headquarters

are in New York City. Taylor worked for other investment banks before and after his

employment with Investment Bank 1.

13. Windsor, age 32, is a native of Thailand who resided in London from

approximately 2010 to 2016 and currently resides in Thailand. Windsor worked at Investment

Bank 1 from July 2010 through September 2012, where she met Taylor. From September 2012

through January 2016, Windsor worked as an investment banker at the London office of

Investment Bank 2, whose global headquarters are in New York City.

14. Nikas, age 54, is a Greek citizen who has a residence in New York, New York

and owns a restaurant chain, “GRK Fresh,” with restaurants in Manhattan. Nikas also has a

residence in Athens, Greece.

15. El-Khouri, age 52, is a Lebanese national who resides in Monaco and in London.

During the relevant time, El-Khouri had accounts at brokerage firms in London, England.

TYPES OF SECURITIES TRADED

16. In connection with the scheme to trade on material nonpublic information tipped

by Taylor and/or Windsor, Trader A, Nikas, and El-Khouri established “long” positions in

companies that were targeted for acquisition by purchasing shares of common stock, options and

other derivative financial instruments known as contracts-for-difference (“CFDs”) and/or spread

bets. CFDs and spread bets are not traded in the United States, but are traded based on securities

listed on U.S. exchanges, including NYSE and NASDAQ.

17. A CFD is an agreement between two parties to exchange the difference in value

of an underlying stock between the time the contract is opened and the time at which it is closed.

If the share price of the underlying stock increases, the seller pays the difference to the buyer;

however, if the share price declines, the buyer must pay the seller. A CFD thus mirrors the

movement and pricing of its underlying stock on a dollar-for-dollar basis, such that any

fluctuation in the market price of the underlying security is reflected in the unrealized gain or

loss of the CFD position. The purchase and sale prices of CFDs are identical to the prices quoted

for the shares on the public exchange on which the underlying common stock is listed.

18. An equity CFD purchaser typically initiates a long position in the same manner in

which he or she would purchase common stock, by submitting an order with a CFD provider to

buy a certain number of CFDs in a particular stock. The CFD provider ordinarily purchases a

corresponding number of shares of the underlying stock to hedge its position and writes the

CFDs to the client at the same price. As with stock transactions, the buyer is able to enter

market, limit or stop loss orders when initiating CFD positions.

19. Spread bets are another form of leveraged financial instrument that enable

investors to wager on the price movement of an underlying security, such as the common stock

of U.S. listed companies. In the United Kingdom, spread bet contracts may be purchased in

increments of a particular number of “pounds per point,” meaning that the purchaser profits that

number of British pounds for each one cent price change in the underlying security. As with

CFDs, the profit or loss associated with spread bet contracts, after deducting the costs and fees

charged by the firm, depend entirely on the price of the underlying stock as reflected in trades on

the national securities exchanges in the United States.

20. As set forth below, Trader A, Nikas, and El-Khouri purchased CFDs and/or made

spread bets on U.S. companies through foreign brokerage firms. These firms hedged their

exposure by purchasing shares of the underlying companies on U.S. exchanges through domestic

brokerage firms, or purchasing CFDs or spread bets through other foreign brokerage firms,

which in turn purchased the shares of the underlying companies on U.S. exchanges through

domestic brokerage firms.

FACTUAL ALLEGATIONS

A. Taylor’s and Windsor’s Access to Material Nonpublic Information and Duties to
Maintain Confidentiality

21. In or about 2010, Taylor and Windsor met while working together at Investment

Bank 1 in London, England. Both Taylor and Windsor worked on deal teams advising bank

clients on confidential corporate transactions, including transactions involving publicly traded

U.S. companies.

22. In or about September 2012, Windsor left Investment Bank 1 and began working

in a similar capacity in the London office of Investment Bank 2.

23. Thereafter, Taylor and Windsor continued to communicate and socialize

frequently via email, telephone, and in person. For most (if not all) of the relevant time period,

they also lived together.

24. Taylor knew that Windsor had access to confidential and commercially sensitive

information about publicly traded companies through her employment at Investment Bank 2, just

as Taylor had access to such information through his employment at Investment Bank 1.

25. In connection with their employment at the respective banks, both Taylor and

Windsor were subject to specific policies and procedures aimed at ensuring the confidentiality of

nonpublic information and preventing the misuse of such information for personal gain through

securities trading or other means. For example, in order to obtain the information supplied to

Trader A, Nikas, and El-Khouri, Windsor and Taylor repeatedly accessed internal electronic files

of their respective employers, including files for deals on which they were not staffed and for

which they had no business reason to review.

26. As set forth below, Taylor and Windsor repeatedly violated these policies.

B. Overview of the Insider Trading Scheme

27. By at least early 2013, if not earlier, Taylor and Windsor participated in a

fraudulent scheme to tip material nonpublic information to Trader A for use in trading securities.

28. Taylor and Windsor participated in the scheme because they expected to receive a

share of the profits that Trader A generated by placing the illegal trades. Indeed, in February or

March 2013, shortly after the scheme began, Windsor created an excel file, entitled Popsy (her

pet name for Taylor), that detailed how the profit would be split from an expected investment:

29. Among other things, the spreadsheet calculates the amount of specific US and

British currency, in denominations of hundred dollar bills and 50 pound notes respectively,

required to make the requisite cash payment of Windsor’s share of the trading proceeds.

30. Taylor and Windsor in fact received substantial cash payments and other benefits

(such as watches, clothing, other luxury items, and travel) in exchange for the insider trading tips

to Trader A.

31. Beginning in at least late 2012, in addition to using Taylor’s and/or Windsor’s tips

to trade securities, Trader A tipped the inside information obtained from Taylor and/or Windsor

to his friend Nikas in exchange for a share of the profits that Nikas generated trading on these

tips.

32. Nikas knew that Trader A was paying for the inside information that Trader A

tipped to Nikas.

33. Nikas and Trader A have known each other since at least early 2011, often

communicating with each other via email and/or phone. In or about May 2012, Trader A

traveled to New York City and stayed overnight at Nikas’s apartment for several days.

In addition, on at least two occasions in 2013, Nikas provided to Trader A illegal tips of material

nonpublic information about discussions between U.S.-based biotechnology company Ariad

Pharmaceuticals, Inc. (“Ariad”) and the U.S. Food and Drug Administration (“FDA”) concerning

the safety and efficacy of Ariad’s drug, Iclusig. Nikas received this highly confidential

information from a close friend whose father was a member of the Ariad board of directors.

USD GBP
Amount 2,000,000
% 20.0%

Profit 400,000
Swiss 200,000 50%
Mine 100,000 50% 66,667 1.5

100 50
Note 1000 1,333

Both Nikas and Trader A exploited this informational advantage to reap millions in profits by

placing well-timed securities trades ahead of Ariad’s public disclosures regarding clinical testing

and marketing of Iclusig on October 9 and December 20, 2013, respectively.

34. Starting in at least early 2015, Taylor and Windsor also participated in a

fraudulent scheme to directly or indirectly tip material nonpublic information to El-Khouri for

trading purposes and a share of the profits, which they in fact received in the form of cash and

other payments.

35. Based on the material nonpublic information that Taylor and Windsor directly or

indirectly provided, Trader A, Nikas, and El-Khouri generated substantial profits purchasing the

securities of companies that had been targeted for acquisition in advance of such inside

information being disclosed to the public.

C. Trader A and Nikas Trade on Tips of Inside Information From Taylor and Windsor
About Deals Advised by Investment Bank 1

36. On multiple occasions beginning in or about January 2013, Taylor, through an

intermediary, provided material nonpublic information to Trader A concerning deals advised by

his then-employer, Investment Bank 1, and Trader A in turn passed the information to Nikas.

Life Technologies

37. For example, in or about January 2013, Taylor, through an intermediary, tipped

Trader A about the potential acquisition of Life Technologies Corporation, a biomedical

laboratory equipment maker based in Carlsbad, California. Life Technologies’ common stock

traded on the NASDAQ under the ticker symbol LIFE.

38. In or about April 2011, Life Technologies executed a multi-year confidentiality

agreement with Investment Bank 1. Among other things, Investment Bank 1 was involved in the

process for evaluating the company’s strategic alternatives. Investment Bank 1 was formally

retained as a financial adviser to Life Technologies in or about October 2012.

39. Around November 10, 2012, the review of strategic alternatives was assigned the

code name “Project Liberty” to maintain its confidentiality. Life Technologies and Investment

Bank 1 also utilized other procedures to safeguard the confidentiality of Project Liberty,

including requiring potential buyers of Life Technologies to sign confidentiality agreements.

40. During November and December 2012, Life Technologies’ investment bankers,

including Investment Bank 1, contacted potential buyers. By the end of December 2012, six

potential buyers signed confidentiality agreements with the company in order engage in further

discussions regarding a potential transaction.

41. On January 1, 2013, these six potential acquirers were granted access to an online

data room to facilitate the confidential review of key documents and information regarding Life

Technologies.

42. Between at least January 7 and January 11, 2013, Taylor electronically accessed

dozens of internal documents relating to Project Liberty and Investment Bank 1’s work for Life

Technologies, even though Investment Bank 1 had not assigned Taylor to work on the project.

Among other documents, Taylor accessed the Project Liberty data room index, six

confidentiality agreements executed by potential buyers, as well as PowerPoint presentations

prepared for Life Technologies’ management and board of directors, which referenced potential

acquisition prices and other confidential, nonpublic information. Taylor, directly or indirectly,

tipped Trader A about the potential acquisition of Life Technologies and provided him with

confidential documents from the online data room.

43. On January 11, 2013, based on tips from Trader A, Nikas began building a

position in the securities of Life Technologies. That day, Nikas purchased 500 shares of Life

Technologies and 100 Life Technologies call options in a brokerage account that he maintained

in the United States (“Nikas U.S. Account 1”). On January 14, 2013, Nikas purchased 1,000

Life Technologies CFDs through a brokerage account held in his name in Denmark (“Nikas

Denmark Account 1”). On January 15, 2013, Nikas purchased 2,000 shares of Life Technologies

and 140 Life Technologies call options in the Nikas U.S. Account 1. On January 16, 2013 and

the morning of January 17, 2013, Nikas sold all 2,500 of his Life Technologies shares in the

Nikas U.S. Account 1 at a small loss. Later in the day on January 17, he purchased 7,000 Life

Technology shares in the Nikas U.S. Account 1, as well as 7,888 Life Technologies CFDs in the

Nikas Denmark Account 1.

44. On or about January 16 and 17, 2013, Trader A provided to a reporter at a

newspaper based in Canada confidential Life Technologies documents that Trader A had

obtained indirectly from Taylor. These documents included the Project Liberty data room index,

five of the six confidentiality agreements that Life Technologies entered into with potential

buyers, and select pages from the PowerPoint presentations that Taylor had accessed.

45. On January 17, 2013, Trader A also purchased 1,510 Life Technologies CFDs in

anticipation of the Canadian newspaper breaking the story of the potential Life Technologies

acquisition.

46. After the market closed on January 17, 2013, at approximately 5:45 p.m. EST, the

Canadian newspaper published an article reporting that Life Technologies was engaged in a sale

process and had hired financial advisors, including Investment Bank 1, to assist with the process.

Citing “materials seen by the [Canadian newspaper]” and “documents seen by this newspaper,”

the article specifically mentioned four of the potential buyers by name and noted that they had

signed confidentiality agreements which gave them access to a data room. The article further

disclosed the potential offering price range ($65-$75 per share) that was included in PowerPoint

presentations that Taylor had accessed and that were provided to the Canadian newspaper by

Trader A.

47. The next day, January 18, 2013, before the market opened, Life Technologies

issued a press release acknowledging in part what the Canadian newspaper had reported –

namely, that the corporation’s board had retained Investment Bank 1 and another firm to assist

with an annual strategic review. Life Technologies’ share price jumped in reaction to the news

article and the press release, opening at $61.23 on January 18, an increase of $6.26 per share, or

about 11%, from the prior day’s closing price on January 17. Volume of trading in the common

stock of Life Technologies increased from 2.79 million shares on January 17 to over 16.39

million shares on January 18 – an increase of about 487%.

48. On January 18, 2013, Trader A sold his Life Technologies CFD position for a

profit of approximately $1.2 million.

49. Also on January 18, 2013, Nikas sold his Life Technologies positions in the Nikas

U.S. Account 1 for a profit of approximately $130,000 and in the Nikas Denmark Account 1 for

a profit of approximately $56,000.

50. Taylor, working through an intermediary, also tipped Trader A with material

nonpublic information related to other companies that were advised by Investment Bank 1.

Metals USA

51. For example, beginning in at least December 2012, Taylor, working through an

intermediary, tipped Trader A with material nonpublic information about Metals USA Holdings

Corp. (“Metals USA”), a company that traded on the NYSE under the ticker symbol MUSA.

52. Between December 7 and 10, 2012, Taylor began to access electronic files related

to Investment Bank 1’s client, Reliance Steel & Aluminum Co. (“Reliance”); Investment Bank 1

had been retained as a financial advisor to Reliance in connection with the potential acquisition

of Metals USA. Taylor accessed these confidential files despite the fact that he was not assigned

to the Reliance deal team at Investment Bank 1.

53. Between December 17 and 20, 2012, Trader A purchased 400 Metals USA CFDs.

54. On December 26, 2012, Nikas purchased 5,000 shares of Metals USA through the

Nikas U.S. Account 1. Nikas continued to purchase Metals USA shares between January 4 and

7, 2013 through the Nikas U.S. Account 1.

55. On January 7, 2013, Taylor again accessed electronic files related to the potential

acquisition of Metals USA by Reliance.

56. On January 9, 2013, Trader A closed his Metals USA CFD position for a profit of

approximately $32,000.

57. On January 10 and 11, 2013, Nikas closed his Metals USA position at a small

loss.

58. On January 18, 2013, Trader A purchased 300 Metals USA CFDs, while Nikas

purchased 5,000 shares of Metals USA through the Nikas U.S. Account 1. Trader A added

another 320 Metals USA CFDs to his position on January 28 and 30, 2013.

59. On February 5, 2013, Taylor again accessed electronic files related to the

potential acquisition of Metals USA by Reliance.

60. The following day, February 6, 2013, Reliance announced that it would acquire

all outstanding shares of Metals USA for $20.65 per share in cash. Trader A and Nikas

subsequently liquidated their positions in Metals USA; Trader A generated approximately

$337,000 in illicit profits, while Nikas netted approximately $15,000 in illicit profits.

D. Trader A and Nikas Trade on Tips of Inside Information from Taylor and Windsor
About Deals Advised by Investment Bank 2

61. On multiple occasions beginning in or about February 2013 through in or about

August 2015, Taylor, through an intermediary, also tipped to Trader A material nonpublic

information that Taylor obtained from Windsor, who misappropriated the information from

Investment Bank 2. Trader A then tipped that material nonpublic information to Nikas.

AmerisourceBergen

62. For example, in or about February 2013, Taylor, through an intermediary, tipped

Trader A about a potential corporate transaction involving AmerisourceBergen Corp.

(“AmerisourceBergen”), a global drug distributor and health care services company

headquartered in Chesterbrook, Pennsylvania. AmerisourceBergen’s common stock trades on

the NYSE under the ticker symbol ABC.

63. Beginning in or about January 2013, Windsor was copied on confidential

communications regarding a potential corporate transaction involving AmerisourceBergen,

Walgreens and Alliance Boots (code named “Project Forest”). At all times relevant to the

Complaint, Investment Bank 2 served as the financial advisor to Alliance Boots. Windsor, who

was staffed on the Investment Bank 2 deal team, regularly sent and/or received internal

communications about confidential negotiations between these three companies to create a

partnership to broaden distribution of generic and branded pharmaceutical products.

64. On Thursday, February 7, 2013, Windsor received an email from another

employee of Investment Bank 2 that summarized the status of negotiations between

AmerisourceBergen and Alliance Boots, including the projected public announcement of the

transaction “around the third week of March [2013].” The following day, February 8, 2013,

Windsor received emails from her colleague about key documents in the Project Forest data

room and suggested that they catch up that afternoon. Also on February 8, 2013, Windsor

emailed Taylor with the subject line: “Urgent – Check BB [Blackberry.]”

65. Windsor tipped Taylor with information about the impending deal between

Walgreens, Alliance Boots, and AmerisourceBergen and Taylor, directly or indirectly, passed

this information to Trader A, who further tipped it to Nikas.

66. On Monday, February 11, 2013, Nikas, having been tipped by Trader A, began

purchasing AmerisourceBergen common stock in the Nikas U.S. Account 1, purchasing 5,000

shares between February 11 and 19, 2013.

67. Between February 11 and March 4, 2013, Nikas also bought (and subsequently

sold) a total of 350 AmerisourceBergen call options, and then purchased 45 AmerisourceBergen

call options on March 13, 2013 in the Nikas U.S. Account 1.

68. On March 14, 2013, Nikas began building a position in the Nikas Denmark

Account 1, purchasing 5,000 AmerisourceBergen CFDs, and between March 14 and 15, 2013,

Nikas bought an additional 5,000 shares of AmerisourceBergen and 300 AmerisourceBergen call

options through the Nikas U.S. Account 1.

69. On March 15, 2013, at approximately 7:49 a.m. EST, Windsor received an email

regarding the status of the Project Forest negotiations from a co-worker leading the deal team.

Among other things, the email indicated that the parties had made “good progress over night”

and most open items had been resolved.

70. Also on March 15, 2013, Trader A placed a long spread bet position in

AmerisourceBergen through a U.K.-based brokerage firm, buying 700 spread bets at a price of

approximately $3.3 million.

71. On March 18, 2013, Windsor received additional updates throughout the day

regarding the progress of the Project Forest negotiations, including that the companies’ boards of

directors were meeting to vote on the proposed transaction.

72. Also on March 18, 2013, Trader A bought another 700 AmerisourceBergen

spread bets for approximately $3.3 million, doubling the long position established on March 15,

2013.

73. That same day, Nikas purchased an additional 11,000 AmerisourceBergen CFDs

in his Nikas Denmark Account 1 and added 20,000 more AmerisourceBergen shares to his

position in the Nikas U.S. Account 1.

74. Before the U.S. markets opened on March 19, 2013, AmerisourceBergen,

Walgreens, and Alliance Boots made a joint public announcement that the three companies were

entering into a strategic relationship to streamline the distribution of pharmaceuticals to

Walgreens’ stores and to expand AmerisourceBergen’s relationship with Walgreens and Alliance

Boots, including increased access to generic drugs and a ten-year primary pharmaceutical

distribution contract with Walgreens.

75. After the public announcement of the deal, AmerisourceBergen’s stock price

increased 3.6% from a closing price of $48.30 on March 18, 2013 to a closing price of $50.06 on

March 19, 2013.

76. On March 19, 2013, after the announcement, Trader A sold his entire

AmerisourceBergen spread bet position, generating profits of approximately $347,000.

77. Nikas similarly began liquidating his AmersourceBergen position on March 19,

2013, and ultimately made at least $143,000 in profits in the Nikas U.S. Account 1 as well as

$34,000 in profits in the Nikas Denmark Account 1.

Omnicare

78. In May 2015, Nikas also traded timely and profitably in securities of Omnicare,

Inc. (“Omnicare”) in advance of the company’s acquisition, based on Trader A’s tips of material

nonpublic information originating from Windsor and Taylor. Omnicare was a U.S.-based

healthcare company that traded on the NYSE under the ticker symbol OCR.

79. In or about February 2015, Omnicare formally engaged Investment Bank 2 as a

financial advisor to the board of directors in connection with a review of strategic alternatives

including the potential sale of Omnicare. Representatives of Investment Bank 2 then met with

potential buyers over the following months.

80. On several occasions, beginning on March 25, 2015, Windsor accessed electronic

files maintained by Investment Bank 2, which included a presentation to the Omnicare board of

directors concerning the strategic rationales for the company to be acquired by several potential

buyers. Windsor was not staffed on the deal team at Investment Bank 2 that was working on the

potential sale of Omnicare. On April 13, 2015, Windsor accessed a draft slide deck prepared by

Investment Bank 2 in connection with the firm’s ongoing services as a financial adviser to

Omnicare.

81. From April 18, 2015 through April 28, 2015, Omnicare negotiated and executed

non-disclosure agreements with five potential buyers, including CVS Health Corp. (“CVS”).

Meanwhile, Windsor continued to access the electronic project folder Investment Bank 2

maintained concerning Omnicare’s strategic review.

82. On April 22, 2015, a news article reported that Omnicare was exploring a sale of

the company and was working with financial advisers; the same media outlet published a follow-

up article on April 30, 2015 that referenced Investment Bank 2 and identified potential Omnicare

buyers. The April 22 and 30, 2015 news articles did not provide information about the potential

sale price, and the companies did not confirm that such negotiations had taken place.

83. On May 1, 2015, on the basis of tips of inside information originating from

Windsor, Nikas purchased 3,000 shares of Omnicare in a second brokerage account held in his

name in the United States (“Nikas U.S. Account 2”), and added another 3,000 shares to that

position between May 4 and 6, 2015.

84. On May 8, 2015, the Omnicare board of directors met to discuss the review of

strategic alternatives; Investment Bank 2 participated in the meeting and provided the board with

an update regarding the work it had done. The Omnicare board also discussed the media

coverage of the process, and Omnicare’s outside counsel led a discussion in the importance of

exercising care to maintain the confidentiality of information relating to the strategic alternatives

review process.

85. Also on May 8, 2015, based on material nonpublic information provided by

Windsor, Trader A purchased 10,000 shares of Omnicare. Between May 11 and May 14, 2015,

Trader A purchased an additional 65,000 shares of Omnicare. Trader A then sold 20,000 shares

of Omnicare on May 18, and bought approximately 172,000 more shares the same day.

86. Similarly, on May 8, 2015, Nikas bought 2,000 shares of Omnicare in the Nikas

U.S. Account 2, and continued to add to his position over the following days. Between May 13

and May 19, 2015, Nikas bought 5,000 more Omnicare shares, for a total of 13,000 shares in the

Nikas U.S. Account 2. Also on May 19, 2015, Nikas purchased 1,000 Omnicare CFDs in the

Nikas Denmark Account 1.

87. On May 20, 2015, the Omnicare board of directors met – with representatives of

Investment Bank 2 in attendance – and voted to approve the proposed merger with CVS.

88. Also on May 20, 2015, during the course of the trading day and on the basis of

tips originating from Windsor, Nikas bought 30 Omnicare call options, and purchased an

additional 12,000 Omnicare shares, all in the Nikas U.S. Account 2. Also on May 20, 2015,

Nikas purchased another 14,000 Omnicare CFDs in the Nikas Denmark Account 1, and bought

22,000 Omnicare CFDs that day in a second account held in Denmark in the name of one of

Nikas’s family members (“Nikas Denmark Account 2”).

89. On May 20, 2015, after the U.S. markets closed, at approximately 5:59 pm, the

news media reported that CVS was in advanced talks to acquire Omnicare. The share price for

Omnicare climbed immediately in the wake of the article, increasing 2.5 percent in after-hours

trading. On May 21, 2015, before the U.S. markets opened, Omnicare and CVS issued a joint

press release, announcing the execution of the merger agreement.

90. Beginning on May 21, 2015, Nikas sold the Omnicare positions he had amassed.

Nikas’s illicit profits in the Nikas U.S. Account 2 totaled approximately $92,303, while his illicit

profits in the Nikas Denmark Accounts 1 and 2 totaled approximately $42,432, for overall

realized profits of $134,735.

91. Similarly, on May 21, 2015, Trader A also sold his Omnicare position and

generated more than $889,000 in illicit profits.

92. Furthermore, Taylor and Windsor directly or indirectly tipped Trader A, in the

same or similar manner described above, about at least ten other impending deals advised by

Investment Bank 2, and Trader A then traded profitably on those tips. In many such instances,

Trader A further tipped this information to Nikas, who also traded. While in possession of and

based on material nonpublic information so misappropriated from Investment Bank 2, Trader A

and/or Nikas placed additional timely and profitable trades as summarized in the chart below:

Company/Ticker Announcement/News Profits
Heidrick & Struggles
International, Inc. (“HSII”)

On June 3, 2013, a media outlet
reported that HSII received two
acquisition offers.

Trader A profited approximately
$264,683 from trading CFDs from
April to June 2013.

Onyx Pharmaceuticals, Inc.
(“ONXX”)

On June 28, 2013, a media outlet
reported that Amgen Inc. had made
an offer to purchase ONXX for $120
per share.

Trader A profited approximately
$8,184,184 from trading in CFDs
and options in June and July 2013.
Nikas profited approximately
$3,142,246 from trading equities
and options in June and July 2013.

Idenix Pharmaceuticals, Inc.
(“IDIX”)

On June 9, 2014, during the trading
day, IDIX announced that it had
agreed to be acquired by Merck &
Co.

Trader A profited approximately
$13,135,362 from trading in CFDs
and equities in May and June 2014.
Nikas profited approximately
$1,218,789 from trading equities in
May and June 2014.

InterMune, Inc. (“ITMN”) Before the market opened on August
25, 2014, ITMN announced it had
entered into an agreement to merge
with Roche Holdings at a price of
$74 per share.

Trader A profited approximately
$5,139,748 from trading in CFDs
and equities in August 2014.
Nikas profited approximately
$210,779 from trading equities in
August 2014.

Avanir Pharmaceuticals, Inc.
(“AVNR”)

On December 2, 2014, AVNR
announced that it had agreed to be
acquired by Otsuka Holdings Co.,
Ltd. for $17 per share pursuant to a
tender offer.

Trader A profited approximately
$41,113 from trading in CFDs in
November and December 2014.
Nikas profited approximately
$56,730 from trading equities in
November and December 2014.

Pharmacyclics, Inc. (“PCYC”) After the market closed on March 4,
2015, PCYC announced that it would
be acquired by AbbVie, Inc. for
$261.25 per share.

Trader A profited approximately
$6,125,677 from trading CFDs and
options in March 2015.

Hyperion Therapeutics, Inc.
(“HPTX”)

On March 30, 2015, before the U.S.
markets opened, HPTX announced
that it had agreed to be acquired by
Horizon Pharma plc for $46.00 per
share.

Trader A profited approximately
$2,018,235 from trading CFDs in
March 2015.

Receptos, Inc. (“RCPT”) On the afternoon of April 1, 2015, a
media outlet reported that RCPT was
considering offers to be acquired.

Trader A profited approximately
$4,596,159 from trading in CFDs
in March and April 2015. Nikas
profited approximately $85,416
from trading equities in April
2015.

Thoratec Corporation (“THOR”) On July 22, 2015, THOR announced
that it had agreed to be acquired by
St. Jude Medical, Inc.

Trader A profited approximately
$2,862,038 from trading CFDs in
July 2015.

Solera Holdings, Inc. (“SLH”) On September 13, 2015, SLH
announced that it had agreed to be
acquired by Vista Equity Partners,
for $55.85 per share.

Trader A profited approximately
$764,567 from trading CFDs and
options in September 2015. Nikas
profited approximately $400,871
from trading CFDs and equities in
September 2015.

93. The above-referenced acquisitions of Onyx Pharmaceuticals and Avanir

Pharmaceuticals contemplated an acquisition through means of a tender offer.

94. At the time Windsor and/or Taylor tipped Trader A, and Trader A further tipped

Nikas, regarding these tender offers, a substantial step or steps to commence each of the offers –

including (depending on the specifics of the tender offer) negotiations, board meetings, the

arrangement of financing, the hiring of advisors, and/or proposals – had been taken.

E. Taylor and Windsor Directly or Indirectly Tipped El-Khouri About Pharmacyclics,
Hyperion and 4 Other Deals Advised by Investment Bank 2

95. On multiple occasions beginning in or about March 2015 through August 2015,

Taylor, through an intermediary, tipped El-Khouri with material nonpublic information that

Taylor obtained from Windsor, who misappropriated the information from Investment Bank 2.

96. El-Khouri paid the intermediary for Taylor’s tips, including hundreds of

thousands in cash as well as funding luxury travel, such as boutique hotel stays and the charter of

a yacht. The intermediary, in turn, provided a portion of the funds from El-Khouri to Taylor.

Pharmacyclics

97. In early 2015, Taylor, through an intermediary, tipped material nonpublic

information to El-Khouri in connection with the March 4, 2015 announcement that AbbVie, Inc.

had agreed to acquire Pharmacyclics, Inc. (“Pharmacyclics”), a biopharmaceutical company

headquartered in California that traded on the NASDAQ under the ticker symbol PCYC.

98. On February 19, 2015, Windsor—who was not staffed on the deal team at

Investment Bank 2 regarding the Pharmacyclics acquisition—obtained access to an Investment

Bank 2 presentation concerning the nonpublic merger discussions between Pharmacyclics and

three potential acquirors. The confidential document indicated that the three companies were

actively engaged in due diligence and were working to provide an indication of interest in

acquiring Pharmacyclics by March 3, 2015.

99. On or before March 4, 2015, Windsor tipped information about the potential

acquisition to Taylor, who, through an intermediary, tipped that information to El-Khouri.

100. On March 4, 2015, based on material nonpublic information misappropriated by

Windsor, El-Khouri bought 5,000 Pharmacyclics CFDs through a brokerage account in London

(the “El-Khouri London Account”).

101. On March 4, 2015, after the markets closed, Pharmacyclics and AbbVie

announced that they had reached a merger agreement, whereby AbbVie would acquire all of the

shares of Pharmacyclics for $261.25 per share, causing Pharmacyclics’ share price to increase by

approximately 10%.

102. On March 5, 2015, El-Khouri sold the 5,000 CFDs he acquired the previous day,

earning a profit of approximately $141,750.

Hyperion

103. Similarly, in or about March 2015, Taylor obtained from Windsor and, through an

intermediary, tipped to El-Khouri material nonpublic information about a potential corporate

transaction involving Hyperion Therapeutics, Inc. (“Hyperion”), a Brisbane, California-based

pharmaceutical company that traded on the NASDAQ under the ticker symbol HPTX.

104. In mid-December 2014, Investment Bank 2 made a presentation at a Hyperion

board of directors meeting, after which the Hyperion board agreed to work with Investment Bank

2 to further develop and refine the company’s financial model and business plan.

105. On January 9, 2015, Investment Bank 2 representatives attended a meeting of the

Hyperion board of directors, during which Investment Bank 2 presented information about a

potential transaction in which Hyperion would be acquired.

106. Although Windsor was not assigned to work on Investment Bank 2’s discussions

with or provision of advice to Hyperion, she repeatedly accessed documents about Hyperion on

Investment Bank 2’s computer network from at least January 10 through February 9, 2015.

107. On February 11, 2015, the CEO and CFO of Hyperion met with representatives of

Horizon Pharma plc (“Horizon”) in New York City. During the meeting, the Horizon attendees

expressed the company’s interest in acquiring Hyperion.

108. On March 3, 2015, Hyperion’s CEO met with the CEO of a different

pharmaceutical company that expressed interest in a possible corporate transaction with

Hyperion. Later that evening, Windsor accessed documents relating to Hyperion through

Investment Bank 2’s computer network, and did so again in the evening hours of Sunday, March

8, 2015 and Monday, March 9, 2015. Among the documents accessed by Windsor between

March 8 and March 9, 2015 was a list of potential buyers for Hyperion.

109. On March 14, 2015 (a Saturday), Hyperion’s CEO spoke with Horizon’s CEO.

Among other things, Hyperion’s CEO confirmed that the board of directors was scheduled to

meet on March 19, 2015 to consider Horizon’s acquisition proposal, and that Hyperion intended

to formally retain Investment Bank 2 as its financial advisor with regard to the proposed

transaction.

110. Also on March 14, 2015, Windsor accessed documents relating to Hyperion on

Investment Bank 2’s computer network.

111. On or before Monday, March 16, 2015, Windsor tipped Taylor about the potential

acquisition of Hyperion and Taylor, in turn, arranged to provide the information to El-Khouri.

112. On March 16, 2015, on the basis of material nonpublic information

misappropriated by Windsor, El-Khouri purchased 10,000 Hyperion CFDs in the El-Khouri

London Account.

113. On March 17, 2015, Hyperion executed a formal engagement letter with

Investment Bank 2. Also on March 17, 2015, Windsor accessed documents relating to Hyperion

on Investment Bank 2’s computer network.

114. On March 19, 2015, as scheduled, Hyperion held a board meeting, which was also

attended by representatives of Investment Bank 2. Later that day, Hyperion provided Horizon

and its legal and financial advisors access to an electronic data room.

115. Again, despite not being assigned to work on Hyperion-related matters in any

capacity, Windsor continued to access documents related to Hyperion at Investment Bank 2,

including in the late evening hours of March 18, 2015, and then again on March 20, March 21,

March 25, and March 26, 2015.

116. Between March 17 and March 27, 2015, El-Khouri purchased and sold Hyperion

CFDs, acquiring a total of 23,000 Hyperion CFDs in the El-Khouri London Account.

117. On Sunday, March 29, 2015, Hyperion’s board unanimously approved the merger

transaction with Horizon. On March 30, 2015, before the U.S. markets opened, Horizon and

Hyperion announced that they had entered into a definitive agreement under which Horizon

would acquire all of the shares of Hyperion’s common stock via tender offer for $46.00 per share

in cash (or approximately $1.1 billion on a fully diluted basis).

118. On Monday, March 30, 2015, El-Khouri sold all 23,000 of his Hyperion CFDs for

illicit profits of approximately $149,642.

119. In addition, Taylor and Windsor directly or indirectly tipped El-Khouri, in the

same or similar manner described above, about at least four other corporate transactions advised

by Investment Bank 2. While in possession of and based on material nonpublic information so

misappropriated from Investment Bank 2, El-Khouri placed highly profitable trades as

summarized in the chart below:

Company/Ticker Announcement/News Profits
Omnicare, Inc. (“OCR”) On May 20, 2015 after the market

closed, a media outlet reported
that CVS was in advanced talks to
buy OCR.

El-Khouri made a profit of
approximately $295,580 from
trading CFDs in April and May
2015.

Receptos, Inc. (“RCPT”) On the afternoon of April 1, 2015,
a media outlet reported that RCPT
was considering offers to be
acquired.

El-Khouri acquired CFDs in
March 2015. On the day after
the news report, he had an
unrealized profit of
approximately $653,119.

Solera Holdings, Inc. (“SLH”) On September 13, 2015, SLH
announced that it had agreed to be
acquired by Vista Equity Partners,
for $55.85 per share.

El-Khouri made a profit of
approximately $563,681 from
trading CFDs in August and
September 2015.

EnerSys (“ENS”) On October 6, 2015, a media
outlet reported that Johnson
Controls International plc was in
early discussions to acquire ENS.

El-Khouri made a profit of
approximately $568,457 from
trading CFDs in September and
October 2015.

120. The above-referenced bids for Pharmacyclics and Hyperion Therapeutics

contemplated an acquisition through means of a tender offer.

121. At the time Taylor tipped an intermediary, and the intermediary further tipped El-

Khouri, regarding these tender offers, a substantial step or steps to commence each of the offers

– including (depending on the specifics of the tender offer) negotiations, board meetings, the

arrangement of financing, the hiring of advisors, and/or proposals – had been taken.

FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder

(Taylor and Windsor)

122. The Commission re-alleges and incorporates by reference Paragraphs 1 through

121 above as if they were fully set forth herein.

123. Windsor and Taylor provided, or caused to be provided, material nonpublic

information to one or more tippees, including Trader A, Nikas and/or El-Khouri, knowing or

having a reasonable expectation or recklessly disregarding that the tippee(s) would trade and/or

tip others to trade on the basis of that information. In each such instance, a reasonable investor

would have viewed the information as being important to his or her investment decision.

124. Taylor and Windsor had a duty to maintain the confidentiality of the material

nonpublic information they tipped to others by virtue of their employment with Investment Bank

1 and Investment Bank 2 respectively. Windsor and Taylor breached those duties by providing

such material nonpublic information to others for use in connection with securities trading and in

exchange for personal benefits or with the expectation of receiving a benefit.

125. Taylor knew, was reckless in not knowing, should have known, or consciously

avoided knowing that the material nonpublic information he obtained from Windsor was

disclosed or misappropriated in breach of a fiduciary duty or obligation arising from a similar

relationship of trust or confidence. Taylor knew, should have known or recklessly disregarded

that Windsor communicated such information to Taylor for, and with the expectation of

receiving, a benefit.

126. By engaging in the conduct described above, Taylor and Windsor, directly or

indirectly, in connection with the purchase or sale of securities, by the use of means or

instrumentalities of interstate commerce, or of the mails, with scienter:

(a) employed devices, schemes, or artifices to defraud;

(b) made untrue statements of material fact or omitted to state material facts

necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; and

(c) engaged in acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons, including purchasers and sellers of
securities.

127. By reason of the actions alleged herein, Taylor and Windsor violated and, unless

restrained and enjoined, will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. §

78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

SECOND CLAIM FOR RELIEF
Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder

(Taylor and Windsor)

128. The Commission re-alleges and incorporates by reference Paragraphs 1 through

121 above as if they were fully set forth herein.

129. By engaging in the conduct described above, Taylor and Windsor, prior to the

public announcement of tender offers by companies including Onyx Pharmaceuticals and Avanir

Pharmaceuticals, and after a substantial step or steps to commence each of the tender offers had

been taken, while in possession of material information relating to each of the tender offers,

which information they knew or had reason to know was nonpublic and had been acquired

directly or indirectly from the offering company, the issuer, or any officer, director, partner, or

employee, or other person acting on behalf of the offering company or issuer, communicated

material nonpublic information relating to each of the tender offers under circumstances in which

it was reasonably foreseeable that the communication was likely to result in the purchase and

sale of the securities sought or to be sought by such tender offers.

130. By reason of the actions alleged herein, Taylor and Windsor violated and, unless

restrained and enjoined, will continue to violate Section 14(e) of the Exchange Act [15 U.S.C. §

78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].

THIRD CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder

(Nikas)

131. The Commission re-alleges and incorporates by reference Paragraphs 1 through

121 above as if they were fully set forth herein.

132. Nikas traded securities while in possession, and on the basis, of material

nonpublic information about the deals advised by Investment Bank 1 and Investment Bank 2 and

provided by Trader A, including but not limited to: Life Technologies, Metals USA,

AmerisourceBergen, Onyx Pharmaceuticals, Idenix Pharmaceuticals, InterMune, Avanir

Pharmaceuticals, Omnicare, Receptos, and Solera Holdings. In each such instance, Nikas knew

or recklessly disregarded that the information provided was material and nonpublic. Nikas also

knew, recklessly disregarded, should have known, or consciously avoided knowing that such

material nonpublic information had been conveyed or obtained in breach of a fiduciary duty or

obligation arising from a similar relationship of trust or confidence.

133. By engaging in the conduct described above, Nikas, directly or indirectly, in

connection with the purchase or sale of securities, by the use of means or instrumentalities of

interstate commerce, or of the mails, with scienter:

(a) employed devices, schemes, or artifices to defraud;

(b) made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; and

(c) engaged in acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons, including purchasers and sellers of
securities.

134. By reason of the actions alleged herein, Nikas violated and, unless restrained and

enjoined, will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

FOURTH CLAIM FOR RELIEF
Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder

(Nikas)

135. The Commission re-alleges and incorporates by reference Paragraphs 1 through

121 above as if they were fully set forth herein.

136. By engaging in the conduct described above, Nikas, prior to the public

announcement of tender offers, including Onyx Pharmaceuticals and Avanir Pharmaceuticals,

and after a substantial step or steps to commence each of the tender offers had been taken, while

in possession of material information relating to the tender offers, which information he knew or

had reason to know was nonpublic and had been acquired directly or indirectly from the offering

company, the issuer, or any officer, director, partner, or employee, or other person acting on

behalf of the offering company or issuer, purchased or caused to be purchased or sold or caused

to be sold the securities sought or to be sought by such tender offers.

137. By reason of the actions alleged herein, Nikas violated and, unless restrained and

enjoined, will continue to violate Section 14(e) of the Exchange Act [15 U.S.C. § 78n(e)] and

Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].

FIFTH CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder

(El-Khouri)

138. The Commission re-alleges and incorporates by reference Paragraphs 1 through

121 above as if they were fully set forth herein.

139. El-Khouri traded securities while in possession, and on the basis, of material

nonpublic information provided directly or indirectly by Taylor and Windsor, including but not

limited to Pharmacyclics, Hyperion Therapeutics, Omnicare, Receptos, Solera Holdings, and

EnerSys. El-Khouri also knew, recklessly disregarded, should have known, or consciously

avoided knowing that such material nonpublic information had been obtained or conveyed in

breach of a fiduciary duty or obligation arising from a similar relationship of trust or confidence.

140. By engaging in the conduct described above, El-Khouri, directly or indirectly, in

connection with the purchase or sale of securities, by the use of means or instrumentalities of

interstate commerce, or of the mails, with scienter:

(d) employed devices, schemes, or artifices to defraud;

(e) made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; and

(f) engaged in acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons, including purchasers and sellers of
securities.

141. By reason of the actions alleged herein, El-Khouri violated and, unless restrained

and enjoined, will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

SIXTH CLAIM FOR RELIEF
Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder

(El-Khouri)

142. The Commission re-alleges and incorporates by reference Paragraphs 1 through

121 above as if they were fully set forth herein.

143. By engaging in the conduct described above, El-Khouri, prior to the public

announcement of tender offers, including Pharmacyclics and Hyperion Therapeutics, and after a

substantial step or steps to commence each of the tender offers had been taken, while in

possession of material information relating to the tender offers, which information he knew or

had reason to know was nonpublic and had been acquired directly or indirectly from the offering

company, the issuer, or any officer, director, partner, or employee, or other person acting on

behalf of the offering company or issuer, purchased or caused to be purchased or sold or caused

to be sold the securities sought or to be sought by such tender offers.

144. By reason of the actions alleged herein, El-Khouri violated and, unless restrained

and enjoined, will continue to violate Section 14(e) of the Exchange Act [15 U.S.C. § 78n(e)]

and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court enter a judgment:

Finding that Defendants Taylor, Windsor, Nikas, and El-Khouri violated Sections 10(b)

and 14(e) of the Exchange Act [15 U.S.C. §§ 78j(b), 78n(e)] and Rules 10b-5 and 14e-3

thereunder [17 C.F.R. §§ 240.10b-5, 240.14e-3];

II.

Permanently restraining and enjoining Defendants from violating Sections 10(b) and

14(e) of the Exchange Act [15 U.S.C. §§ 78j(b), 78(n)(e)] and Rules 10b-5 and 14e-3 thereunder

[17 C.F.R. §§ 240.10b-5, 240.14e-3];

III.

Ordering Taylor, Windsor, Nikas, and El-Khouri to disgorge, with prejudgment interest,

all illicit trading profits or other ill-gotten gains received as a result of the actions alleged herein

and within the relevant statute of limitations;

IV.

Ordering Taylor, Windsor, Nikas, and El-Khouri to pay civil penalties pursuant to

Section 21A of the Exchange Act [15 U.S.C. § 78u-l]; and

Granting such other and further relief as this Court may determine to be just and

appropriate.

Dated: March 27, 2020

By: /s/ Rua M. Kelly
Joseph G. Sansone
Assunta Vivolo
Caitlyn Campbell
Michael D. Foster*
Rua M. Kelly*
U.S. Securities and Exchange Commission
New York Regional Office
200 Vesey Street, Suite 400
New York, New York 10281-1022
(617) 573-8941
[email protected]

*Admitted pro hac vice in the S.D.N.Y.

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