SEC v. Andre Wong, No. 1:24-cv-04231, Southern District of New York (June 4, 2024) — Complaint

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Joseph G. Sansone
Preethi Krishnamurthy
Lindsay S. Moilanen
Sushila Rao Pentapati
Joshua R. Geller
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-0410 (Rao Pentapati)
Email:  [email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

ANDRE WONG,

                                             Defendant.

COMPLAINT

1:24-cv-04231 (       )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against
Defendant Andre Wong (“Wong”), alleges as follows:
SUMMARY
1. Wong unlawfully used inside information to trade the securities of NeoPhotonics
Corporation (“NeoPhotonics”) ahead of an announcement by his employer, Lumentum Holdings
Inc. (“Lumentum”), of its agreement to acquire NeoPhotonics.
2. At the time, Wong was a vice president of product line management at
Lumentum, a designer and manufacturer of photonics products, i.e., devices and systems that

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generate, manipulate, or detect light.  Wong obtained material nonpublic information about
Lumentum’s confidential plans to acquire NeoPhotonics, another company in the photonics
industry, from his colleague and close friend at Lumentum (“Colleague 1”), who was assigned to
help with due diligence on the deal.
3. On October 28, 2021, on the basis of that information, Wong purchased 10,000
shares of NeoPhotonics.
4. Before October 28, 2021, Wong had never traded NeoPhotonics securities—or the
securities of any other company in the more than $100 billion United States photonics market,
except for his employer Lumentum.
5. Following Lumentum’s announcement of its acquisition on November 4, 2021,
NeoPhotonics’s stock price rose by approximately 39%, and Wong’s NeoPhotonics stock was
worth $62,500 more than when he had bought the stock, measured by the closing price of the
shares that day.
6. In 2022, after being confronted about his NeoPhotonics trading by agents of the
Federal Bureau of Investigation (“FBI”), Wong sought to conceal the illegal nature of his
trading.  He denied his awareness of Lumentum’s plans to acquire NeoPhotonics to the FBI
agents and created false texts to conceal his in-person meeting with Colleague 1 soon after the
FBI agents had approached him.
VIOLATIONS
7. By virtue of the foregoing conduct and as alleged further herein, Wong violated
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

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8. Unless Defendant is restrained and enjoined, he will engage in the acts, practices,
transactions, and courses of business set forth in this Complaint or in acts, practices, transactions,
and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
9. The Commission brings this action pursuant to the authority conferred upon it by
Exchange Act Sections 21(d) [15 U.S.C. § 78u(d)] and 21A(a) [15 U.S.C. § 78u-1(a)].
10. The Commission seeks a final judgment: (a) permanently enjoining Wong from
violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering
Wong to disgorge any ill-gotten gains he received as a result of the violations alleged here and to
pay prejudgment interest thereon pursuant to Exchange Act Sections 21(d)(3), 21(d)(5) and
21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) & 78u(d)(7)]; (c) ordering Wong to pay civil money
penalties pursuant to Exchange Act Section 21A [15 U.S.C. § 78u-1]; (d) prohibiting Wong from
serving as an officer or director of any company that has a class of securities registered under
Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act
Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)]; and (e) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Exchange Act Section 27
[15 U.S.C. § 78aa].
12. Wong, directly and indirectly, has made use of the means or instrumentalities of
interstate commerce or of the mails in connection with the transactions, acts, practices, and
courses of business alleged herein.

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13. Venue lies in this District under Exchange Act Section 27(a) [15 U.S.C.
§ 78aa(a)].  Certain of the acts, practices, transactions, and courses of business alleged in this
Complaint occurred within this District, including execution and clearing of the relevant
securities transaction through a broker-dealer located in this District, and involve securities listed
on a stock exchange located within this District.
DEFENDANT
14. Wong, age 53, resides in San Jose, California, and was employed by Lumentum
or its predecessor entity from November 2000 until December 2022.
RELEVANT ENTITIES
15. Lumentum is a Delaware-incorporated provider of optical and photonic products
that is headquartered in San Jose, California.  Lumentum’s common stock is listed on the
NASDAQ Global Select Market stock exchange and trades under the symbol “LITE.”
16. From at least October 2018 until approximately August 2022, NeoPhotonics was
a Delaware-incorporated developer of silicon photonics and advanced hybrid photonic integrated
circuit-based lasers, modules, and subsystems for communications networks, and was
headquartered in San Jose, California.  Until NeoPhotonics’s delisting in August 2022 following
its acquisition by Lumentum, NeoPhotonics was an SEC-reporting issuer whose common stock
was listed on the New York Stock Exchange and traded under the symbol “NPTN.”  Prior to its
acquisition, NeoPhotonics was a key competitor of Lumentum in the communications sector of
the photonics industry.

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FACTS
I. Background:  Wong’s and Colleague 1’s Roles at Lumentum
17. Wong began working at Lumentum in August 2015.
18. Prior to August 2015, Wong was an employee of JDS Uniphase Corporation
(“JDSU”), Lumentum’s predecessor entity.
19. From at least October 2018 through December 9, 2022 (the “Relevant Period”),
Wong was employed, through a wholly-owned indirect subsidiary of Lumentum, as a vice
president at Lumentum.
20. Between October 2018 and June 2022, Wong was a vice president of product line
management for 3-D sensing at Lumentum.
21. Between June and December 2022, Wong was a vice president for strategic
marketing at Lumentum.
22. During the Relevant Period, Colleague 1 was a product line manager for
Lumentum’s telecom transport business.
23. In this role, Colleague 1’s product line at Lumentum directly overlapped and
competed with NeoPhotonics’s products.
II. Background:  Wong and Colleague 1’s Friendship
24. By 2021, Wong and Colleague 1 had been colleagues at Lumentum and its
predecessor entity for approximately 20 years.
25. For several years prior to the Relevant Period, Wong and Colleague 1 had
reported to the same manager.
26. During the Relevant Period, as product line managers for similar products, Wong
and Colleague 1 were peers.

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27. During the Relevant Period, Wong and Colleague 1 had regular “one-on-one”
meetings to sync up on key developments in their business units.
28. Wong was aware that Colleague 1 was an internal subject-matter expert on the
Lumentum business line that competed with NeoPhotonics’s products.
29. As Wong has testified, he therefore understood that Colleague 1 would know
about and be involved in any potential plan by Lumentum to acquire NeoPhotonics.
30. Wong and Colleague 1 communicated regularly via phone calls, texts, and emails.
31. In addition, as Wong has testified, Colleague 1 was one of Wong’s “good
friends.”
32. Wong and Colleague 1 regularly had dinners together, and discussed their
families and personal lives.
33. In 2021, when Lumentum’s offices were closed due to the COVID-19 pandemic,
Wong and Colleague 1 had dinner together on multiple occasions.
III. Lumentum’s Policies Prohibiting Insider Trading
34. Throughout the Relevant Period, Colleague 1 and Wong knew they were subject
to Lumentum’s policies and procedures, including policies relating to insider trading and
safeguarding material nonpublic information described below in Sections III.A and III.B.
35. As Wong has testified, he was aware that information about potential mergers or
acquisitions would be considered material while he was working at Lumentum.
A. Lumentum’s 2019 Code of Business Conduct
36. Lumentum’s Code of Business Conduct, dated November 2019, expressly applied
to “all directors, employees, agents and contractors” of Lumentum during the Relevant Period.

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37. The Code of Business Conduct contained a section entitled “Respecting privacy
and confidentiality.”  This section provided (with emphasis added):
You must maintain the confidentiality of information entrusted to you by
Lumentum. . . . Confidential information includes all non-public
information. . . .  Examples of confidential information include . . .
information about potential acquisitions. . . .  You must not disclose . . .
confidential information about Lumentum . . . to anyone who is not
authorized to receive it or has no need to know the information (even
other Lumentum employees).
38. This section of the Code of Business Conduct also included the following
question-and-answer section:
Q: I know that Lumentum is about to acquire a small company with
interesting product offerings that a current customer I am talking to might
want to hear about. Can I discuss the imminent acquisition in order to lay
the foundation for future sales?
A: No. This is Lumentum confidential information that should not be
disclosed unless you have received authorization from the [ ] legal
department or until the acquisition has been completed and publicly
announced.
39. The Code of Business Conduct also contained a section entitled “Insider
Trading.”  This section stated:
You should never trade securities on the basis of confidential information
acquired through your employment . . . with Lumentum. . . .  You must . . .
refrain from trading in the stock of other publicly held companies, such as
existing or potential customers or suppliers, on the basis of material
confidential information obtained in the course of your employment. . . .
It is also illegal to recommend a stock to (i.e., ‘tip’) someone else on the
basis of such information.
40. Lumentum provided online annual training on its Code of Business Conduct to all
employees, including Colleague 1 and Wong.
41. On April 28, 2021, Colleague 1 completed the annual training on the Lumentum
Code of Business Conduct.

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42. On May 10, 2021, Wong completed the annual training on the Lumentum Code of
Business Conduct.
43. The 2021 annual training on the Code of Business Conduct explained that inside
information is both nonpublic and material and could include nonpublic information about
“upcoming mergers or acquisitions.”
44. The 2021 annual training elaborated:
Inside information is any material, nonpublic information that you come
across as a result of your job – which means it does not have to be about
our organization.  It can include material, nonpublic information you learn
about through relationships with vendors, suppliers, clients and other third
parties you interact with in the course of your work.
B. Lumentum’s Fiscal Year 2022 (“FY22”) Confidentiality Acknowledgement
45. Lumentum required its employees to complete a “Confidentiality
Acknowledgement” on a regular basis.
46. Lumentum’s Confidentiality Acknowledgment defined “Lumentum” to include
all affiliate and subsidiary companies owned or controlled by Lumentum.
47. On July 26, 2021, Colleague 1 completed Lumentum’s FY22 Confidentiality
Acknowledgement.
48. On July 29, 2021, Wong completed Lumentum’s FY22 Confidentiality
Acknowledgement.
49. The FY22 Confidentiality Acknowledgment began as follows:  “While at
Lumentum, I may have access to confidential and proprietary information about the company, its
employees, customers, suppliers, partners, or other parties (all such confidential and proprietary
information being referred to as ‘Confidential Information’ [in this Acknowledgment]).”
50. The FY22 Confidentiality Acknowledgement included, in relevant part, the
following affirmations:

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I know that Confidential Information includes any non-public information,
whether related to Lumentum, its customers, suppliers or its employees.
Inventions, trade secrets, information about potential acquisitions,
financial information, customer product information, supplier
manufacturing processes, and employee information are just some of the
many examples of information which must be kept confidential.
I must not directly or indirectly disclose Confidential Information to
anyone who is not authorized to receive it or has no ‘need to know’ the
information (including other Lumentum employees).  As an employee of
Lumentum, I have a duty to hold all such Confidential Information in
strict confidence.
. . .
I acknowledge that I have a duty to maintain Confidential Information in
strict confidence, and that I will abide by my employment/engagement
agreement with Lumentum respecting confidentiality, and will adhere to
Lumentum’s confidentiality and proprietary information policies and
procedures, including the relevant sections of Lumentum’s Code of
Business Conduct.
IV. Lumentum and NeoPhotonics Begin Discussing a Potential Acquisition
51. Lumentum and NeoPhotonics first discussed a potential acquisition of
NeoPhotonics by Lumentum in September 2020, overlapping with Lumentum’s parallel
negotiations with another potential target company.
52. Lumentum took steps to protect the confidentiality of this potential transaction,
including, for example, by using the code name “Project Neptune” for its potential acquisition of
NeoPhotonics, and instructing employees not to forward Project Neptune meeting invitations.
53. In or around November 2020, Colleague 1 began participating in Lumentum’s due
diligence concerning its acquisition discussions with NeoPhotonics.
54. Colleague 1 was entrusted with a shared digital document folder and data room
containing Project Neptune deal-related information.
55. Colleague 1 also attended Project Neptune due diligence meetings with
NeoPhotonics employees.

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56. In or around January 2021, Lumentum’s discussions to acquire NeoPhotonics
were suspended to enable Lumentum to prioritize negotiations with the other potential target.
57. In March 2021, Lumentum and the other potential target terminated their
negotiations.
V. Lumentum and NeoPhotonics Resume Negotiations and Strike a Deal

58. On June 1, 2021, Lumentum contacted NeoPhotonics to determine whether
NeoPhotonics would be interested in resuming its acquisition discussions with Lumentum.
59. Between June and September 2021, Lumentum and NeoPhotonics exchanged
several offers and counteroffers.
60. On September 30, 2021, Lumentum offered to acquire NeoPhotonics for $16.00
per share.
61. On October 5, 2021, NeoPhotonics’s Board of Directors voted to accept
Lumentum’s September 30 offer.
62. From October 10 to November 3, 2021, Lumentum and NeoPhotonics negotiated
the terms of the acquisition agreement and engaged in due diligence discussions.
VI. Wong Initially Tries to Obtain Confidential Information About a Lumentum
Acquisition But Does Not Succeed
63. Beginning by at least August 2021, Wong began seeking information from
colleagues about a potential acquisition by Lumentum, including as alleged below.
64. On August 31, 2021, Wong texted a Lumentum colleague who was responsible
for Lumentum’s California laser fabrication plant (“Colleague 2”) about an upcoming “all
hands” meeting, and whether it related to an acquisition:
Wong:  We have an all hands meeting on [September] 13. Any thoughts?
Colleague 2:  I don’t know.  I was thinking about that.
Wong:  Must be acquisition?
Colleague 2:  We will find out in next director meeting.

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65. On the same day, Wong texted a Lumentum colleague who worked in the
company’s finance department (“Colleague 3”), again seeking information about whether the
upcoming meeting related to acquisition activity:
Wong:  What’s the rumor on the all hands? Reorg[anization] or
              acquisition?
Colleague 3: I’m trying to get that info.

66. The next day, September 1, 2021, Wong continued to pry for details from
Colleague 3:
Wong:  Have u heard anything?
Colleague 3: No[,] you know my source and she is getting the Heisman.

67. As Wong has testified, he knew that Colleague 3’s “source” was Colleague 3’s
supervisor at Lumentum.
68. As Wong has also testified, he understood “getting the Heisman” in this context to
mean that Colleague 3’s supervisor’s efforts to obtain information about Lumentum’s planned
acquisitions were being rebuffed.
69. On September 2, 2021, Colleague 3 reported back to Wong:
Colleague 3:  Still radio silence.
Wong:  Ok thanks! Let’s keep digging[.]

70. On October 8, 2021, Wong and Colleague 1 met in person over dinner in a
restaurant in San Jose, California.
71. As Wong has testified, Wong and Colleague 1 discussed Lumentum’s upcoming
acquisition and its three likely targets, including NeoPhotonics, during their dinner.
72. Around the time of this dinner meeting on October 8, 2021, Wong sent a text
message to Colleague 1, which Wong subsequently deleted.

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73. On October 18, 2021, Wong told Colleague 3 in a text that one could obtain
information on mergers and acquisitions (often called “M&A”) by looking through Lumentum’s
internal email distribution groups to find out which people were working on M&A negotiations:
Wong:  [A]nother way to see about M&A is to see which email groups
             people are added to. Look up any person on [O]utlook and right
             click to see the email groups.

74. As Wong has testified, he understood that Lumentum used code names for M&A
projects and related email distribution groups to mask the identity of potential deals and targets
in order to safeguard the confidentiality of information regarding its M&A activity.
75. As Wong has testified, he understood that Lumentum was doing this to protect its
information from being misused and to prevent leaks about its potential M&A activity.
76. On October 21, 2021, Wong and Colleague 2 texted about the possibility that
Lumentum would imminently announce an acquisition.  Wong suggested to Colleague 2 that
NeoPhotonics might be Lumentum’s acquisition target:
Colleague 2:  Something would be announced within two weeks. Do you
                      know?
Wong:  No
Colleague 2:  M&A
Wong:  ?.
Colleague 2:  Likely
Wong:  Maybe [I]nfinera? [another company in the photonics industry]
...
Wong:  Or [NeoPhotonics]?
...
Colleague 2:  Two weeks is earning time and it should be then[.]
Wong:  Or [NeoPhotonics]?
Colleague 2:  I don’t know[.]
Wong:  Really?
Colleague 2:  Within two weeks something would happen[.]

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VII. Wong Obtains Material Nonpublic Information About Lumentum’s Acquisition of
NeoPhotonics from Colleague 1 and Buys NeoPhotonics Stock

A. Colleague 1’s Supervisor Informs Her of the Planned NeoPhotonics
Acquisition
77. On approximately October 12, 2021—about a week after NeoPhotonics’s Board
of Directors confidentially approved Lumentum’s offer to acquire NeoPhotonics at $16.00 per
share, as alleged above in paragraph 61—Colleague 1’s supervisor informed her that Lumentum
and NeoPhotonics had resumed their acquisition discussions and that Colleague 1 could be asked
to participate in the due diligence process again in the near future.
78. On October 13, 2021, Colleague 1 purchased 350 shares of NeoPhotonics in her
personal brokerage account at the price of $9.12 per share.
79. On October 14, 2021, Colleague 1’s supervisor confirmed to senior members of
Lumentum’s deal team by email that Colleague 1 was “in the know” on Lumentum’s discussions
with NeoPhotonics and would support other team members on the NeoPhotonics deal.
80. Between October 15 and November 1, 2021, Colleague 1 purchased 11,730
additional shares of NeoPhotonics in her personal brokerage account at an average price of $9.80
per share.
B. Wong Obtains Material Nonpublic Information about Lumentum’s Plans to
Acquire NeoPhotonics and Trades on the Information

81. On October 27, 2021, at 12:28 p.m., Wong and Colleague 1 spoke on the phone
for approximately eight minutes.
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82. The next day, on October 28, 2021, Wong purchased 10,000 shares of
NeoPhotonics’s stock at approximately $9.73 per share in his self-directed brokerage account.
83. Before October 28, 2021, Wong had never traded NeoPhotonics’s securities.

1
  All times alleged herein are in Pacific Time.

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84. Before October 28, 2021, Wong had never traded the securities of any other
company in the photonics industry except Lumentum, his employer.
85. On October 29, 2021, Wong texted Colleague 2 that Lumentum was going to
acquire NeoPhotonics:
Wong:  It seems like [Lumentum’s] acquisition of Neo is concern.
Colleague 2:  Do you mean go or not go?
Wong:  Go.
Colleague 2:  Ok[.]
. . .
Wong:  They cancelled the sales training on Monday.  I think
             announcement will come out Monday [November 1, 2021].

VIII. Lumentum Announces Its Acquisition of NeoPhotonics

86. On November 3, 2021, the day before Lumentum made its announcement, the
price of NeoPhotonics stock closed at $11.52 per share.
87. On the morning of November 4, 2021, before the market opened, Lumentum
issued a press release announcing that it had entered into a definitive agreement to acquire
NeoPhotonics for $16.00 per share in cash—in other words, holders of NeoPhotonics stock on
the date that the acquisition closed would receive $16.00 per share.
88. On November 4, 2021, following Lumentum’s announcement, the price of
NeoPhotonics stock closed at $15.99 per share, an increase of approximately 38.8% from its
closing price on the previous day.
89. That day, as measured by the closing price of the stock, the NeoPhotonics stock
Wong had purchased on October 28, 2021, was worth $62,573.73 more than the price he had
paid to purchase the shares.
90. Later, Wong asked Colleague 2, who was on the NeoPhotonics deal’s transition
team, more than once for information about when the NeoPhotonics deal was likely to close.

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IX. Wong Takes Steps to Conceal His Insider Trading

91. On the morning of March 31, 2022, FBI agents approached Wong at his
residence.
92. The FBI agents questioned Wong about his trading in NeoPhotonics and his
communications with Colleague 1.
93. Wong falsely claimed to the FBI agents that the timing of his trading in
NeoPhotonics just days before Lumentum announced its acquisition of NeoPhotonics was
coincidental and that he did not know about Lumentum’s planned acquisition of NeoPhotonics
before the public announcement.
94. Later that same morning, between 11:24 a.m. and 11:37 a.m., Wong texted
Colleague 1 and asked to meet her in person that day at a Starbucks coffee shop:
Wong:  Can u meet today?
Wong:  Maybe at 1:30?
Colleague 1:  Where to meet? [. . .]
Wong:  Near my place – maybe near rose orchard?
Colleague 1:  Okey [sic] pls let me know the address.  I will rush in[.]
Colleague 1:  It is just for us pls[?]
Wong:  Yes[.]
Wong:  Starbucks
       In River View Apartment Homes
       0.5 mi 55 River Oaks Pl
Wong:  Can we meet there at 12:45 PM?
Wong:  Is that ok?
Colleague 1:  Okey [sic] see you soon[.]

95. As Wong has testified, he and Colleague 1 met as planned at approximately 12:45
p.m. that day.
96. As Wong has testified, at this meeting, he and Colleague 1 discussed the FBI
approach and Lumentum’s ongoing investigation into Colleague 1’s trading in NeoPhotonics
securities.

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97.  As Wong has testified, he and Colleague 1 then sent text messages to each other
falsely indicating that they had not met, as alleged in paragraphs 98 and 99 below, in an “attempt
to kind of cover [their] tracks.”
98. On March 31, 2022, at 1:30 p.m.—minutes after their in-person meeting—Wong
sent the following false text messages to Colleague 1:
Wong:  Sorry I couldn’t find you[.]
Wong:  I have to leave now.

99. A few minutes later, at 1:48 p.m., Colleague 1 falsely replied: “Okey [sic] never
mind.  We can always plan when you are in the town.”
100. Subsequently, in April 2022, Wong and Colleague 1 continued communicating
about the ongoing investigations into their trading in NeoPhotonics but looked for alternative
communication channels, including WeChat, to evade detection and surveillance.
101. On April 2, 2022, Wong and Colleague 1 had the following text message
exchange:
Wong:  Hi [Colleague 1] – can you call me [ ] at my home number this
                               afternoon. If this is ok, I’ll provide[.]
Colleague 1:  Sure, we can talk. As a head[s]up, [d]ue to my current leave
     situation, I can only talk non-work related and other general
     stuff, thanks for your understanding[.]
Wong:  Sure[,] absolutely. I just want to discuss general aspects[.]
             [Please] let me know the number and appropriate time slot to
             phone you[,]
Colleague 1:  Oh, you are in Canada. It will be international call. Maybe
                       better go with WeChat to save money:)
Wong:  Actually I may be on the road – can you call me on WeChat?
Wong:  Oh yes!

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102. As he has testified, Wong’s suggestion to communicate via WeChat was an
attempt to evade detection; he and Colleague 1 did not want to speak on a line that might be
recorded.
103. As Wong has further testified, he and Colleague 1 subsequently communicated
via WeChat on the subject of Wong hiring an attorney in connection with the law enforcement
investigation into his trading.
X. Lumentum Closes Its Acquisition of NeoPhotonics
104. On August 3, 2022, Lumentum announced the completion of its acquisition of
NeoPhotonics, which became a wholly-owned subsidiary of Lumentum.
105. On August 4, 2022, NeoPhotonics shareholders, including Wong, received $16.00
per share from Lumentum.
106. Following the acquisition, NeoPhotonics stock ceased trading and was delisted
from the New York Stock Exchange.
107. Wong’s employment at Lumentum ended on or around December 9, 2022.
CLAIM FOR RELIEF

Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder

108. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 107.
109. By engaging in the conduct described above, Wong, directly or indirectly, in
connection with the purchase or sale of securities and by the use of means or instrumentalities of
interstate commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly has (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one
or more untrue statements of a material fact or omitted to state one or more material facts

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necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
110. By reason of the foregoing, Wong, directly or indirectly, has violated and, unless
enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
PRAYER FOR RELIEF

 WHEREFORE, the Commission respectfully requests that this Court enter a Final
Judgment:
I.

            Permanently            restraining            and enjoining Wong and his agents, servants, employees and
attorneys and all persons in active concert or participation with any of them from violating,
directly or indirectly, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5];
II.
 Ordering Wong to disgorge all ill-gotten gains he received directly or indirectly, with pre-
judgment interest thereon, as a result of the alleged violations pursuant to Exchange Act Sections
21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)];
III.
 Ordering Wong to pay civil monetary penalties under Exchange Act Section 21A [15
U.S.C. § 78u-1];
IV.
 Prohibiting Wong from serving as an officer or director of any company that has a class

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of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to
file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act
Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];
and
V.
 Granting any other and further relief this Court may deem just and proper.

Dated:  New York, New York
June 3, 2024

/s/ Sushila Rao Pentapati
Joseph G. Sansone
Preethi Krishnamurthy
Lindsay S. Moilanen
Sushila Rao Pentapati
Joshua R. Geller
Securities and Exchange Commission
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-0410 (Rao Pentapati)
Email:  [email protected]

Attorneys for Plaintiff

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Joseph G. Sansone 
Preethi Krishnamurthy 
Lindsay S. Moilanen 
Sushila Rao Pentapati 
Joshua R. Geller 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-0410 (Rao Pentapati) 
Email:  [email protected] 
 
UNITED STATES DISTRICT COURT  
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
ANDRE WONG, 
  
                                             Defendant. 

 
 
 
 
 
 
 
COMPLAINT 

   
1:24-cv-04231 (       ) 

 
   

JURY TRIAL DEMANDED 
  

          
 
 

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against 

Defendant Andre Wong (“Wong”), alleges as follows:  

SUMMARY  

1. Wong unlawfully used inside information to trade the securities of NeoPhotonics 

Corporation (“NeoPhotonics”) ahead of an announcement by his employer, Lumentum Holdings 

Inc. (“Lumentum”), of its agreement to acquire NeoPhotonics.   

2. At the time, Wong was a vice president of product line management at 

Lumentum, a designer and manufacturer of photonics products, i.e., devices and systems that 

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generate, manipulate, or detect light.  Wong obtained material nonpublic information about 

Lumentum’s confidential plans to acquire NeoPhotonics, another company in the photonics 

industry, from his colleague and close friend at Lumentum (“Colleague 1”), who was assigned to 

help with due diligence on the deal.   

3. On October 28, 2021, on the basis of that information, Wong purchased 10,000 

shares of NeoPhotonics.    

4. Before October 28, 2021, Wong had never traded NeoPhotonics securities—or the 

securities of any other company in the more than $100 billion United States photonics market, 

except for his employer Lumentum.  

5. Following Lumentum’s announcement of its acquisition on November 4, 2021, 

NeoPhotonics’s stock price rose by approximately 39%, and Wong’s NeoPhotonics stock was 

worth $62,500 more than when he had bought the stock, measured by the closing price of the 

shares that day.    

6. In 2022, after being confronted about his NeoPhotonics trading by agents of the 

Federal Bureau of Investigation (“FBI”), Wong sought to conceal the illegal nature of his 

trading.  He denied his awareness of Lumentum’s plans to acquire NeoPhotonics to the FBI 

agents and created false texts to conceal his in-person meeting with Colleague 1 soon after the 

FBI agents had approached him. 

VIOLATIONS 

7. By virtue of the foregoing conduct and as alleged further herein, Wong violated 

Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and 

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

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8. Unless Defendant is restrained and enjoined, he will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, 

and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

9. The Commission brings this action pursuant to the authority conferred upon it by 

Exchange Act Sections 21(d) [15 U.S.C. § 78u(d)] and 21A(a) [15 U.S.C. § 78u-1(a)]. 

10. The Commission seeks a final judgment: (a) permanently enjoining Wong from 

violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering 

Wong to disgorge any ill-gotten gains he received as a result of the violations alleged here and to 

pay prejudgment interest thereon pursuant to Exchange Act Sections 21(d)(3), 21(d)(5) and 

21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) & 78u(d)(7)]; (c) ordering Wong to pay civil money 

penalties pursuant to Exchange Act Section 21A [15 U.S.C. § 78u-1]; (d) prohibiting Wong from 

serving as an officer or director of any company that has a class of securities registered under 

Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act 

Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]; and (e) ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Exchange Act Section 27 

[15 U.S.C. § 78aa].   

12. Wong, directly and indirectly, has made use of the means or instrumentalities of 

interstate commerce or of the mails in connection with the transactions, acts, practices, and 

courses of business alleged herein. 

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13. Venue lies in this District under Exchange Act Section 27(a) [15 U.S.C. 

§ 78aa(a)].  Certain of the acts, practices, transactions, and courses of business alleged in this 

Complaint occurred within this District, including execution and clearing of the relevant 

securities transaction through a broker-dealer located in this District, and involve securities listed 

on a stock exchange located within this District. 

DEFENDANT 

14. Wong, age 53, resides in San Jose, California, and was employed by Lumentum 

or its predecessor entity from November 2000 until December 2022.     

RELEVANT ENTITIES 

15. Lumentum is a Delaware-incorporated provider of optical and photonic products 

that is headquartered in San Jose, California.  Lumentum’s common stock is listed on the 

NASDAQ Global Select Market stock exchange and trades under the symbol “LITE.”  

16. From at least October 2018 until approximately August 2022, NeoPhotonics was 

a Delaware-incorporated developer of silicon photonics and advanced hybrid photonic integrated 

circuit-based lasers, modules, and subsystems for communications networks, and was 

headquartered in San Jose, California.  Until NeoPhotonics’s delisting in August 2022 following 

its acquisition by Lumentum, NeoPhotonics was an SEC-reporting issuer whose common stock 

was listed on the New York Stock Exchange and traded under the symbol “NPTN.”  Prior to its 

acquisition, NeoPhotonics was a key competitor of Lumentum in the communications sector of 

the photonics industry.   

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FACTS 

I. Background:  Wong’s and Colleague 1’s Roles at Lumentum  

17. Wong began working at Lumentum in August 2015.  

18. Prior to August 2015, Wong was an employee of JDS Uniphase Corporation 

(“JDSU”), Lumentum’s predecessor entity. 

19. From at least October 2018 through December 9, 2022 (the “Relevant Period”), 

Wong was employed, through a wholly-owned indirect subsidiary of Lumentum, as a vice 

president at Lumentum.  

20. Between October 2018 and June 2022, Wong was a vice president of product line 

management for 3-D sensing at Lumentum.   

21. Between June and December 2022, Wong was a vice president for strategic 

marketing at Lumentum.   

22. During the Relevant Period, Colleague 1 was a product line manager for 

Lumentum’s telecom transport business.   

23. In this role, Colleague 1’s product line at Lumentum directly overlapped and 

competed with NeoPhotonics’s products. 

II. Background:  Wong and Colleague 1’s Friendship        

24. By 2021, Wong and Colleague 1 had been colleagues at Lumentum and its 

predecessor entity for approximately 20 years.   

25. For several years prior to the Relevant Period, Wong and Colleague 1 had 

reported to the same manager. 

26. During the Relevant Period, as product line managers for similar products, Wong 

and Colleague 1 were peers. 

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27. During the Relevant Period, Wong and Colleague 1 had regular “one-on-one” 

meetings to sync up on key developments in their business units.   

28. Wong was aware that Colleague 1 was an internal subject-matter expert on the 

Lumentum business line that competed with NeoPhotonics’s products.   

29. As Wong has testified, he therefore understood that Colleague 1 would know 

about and be involved in any potential plan by Lumentum to acquire NeoPhotonics.   

30. Wong and Colleague 1 communicated regularly via phone calls, texts, and emails.   

31. In addition, as Wong has testified, Colleague 1 was one of Wong’s “good 

friends.”   

32. Wong and Colleague 1 regularly had dinners together, and discussed their 

families and personal lives.   

33. In 2021, when Lumentum’s offices were closed due to the COVID-19 pandemic, 

Wong and Colleague 1 had dinner together on multiple occasions. 

III. Lumentum’s Policies Prohibiting Insider Trading  

34. Throughout the Relevant Period, Colleague 1 and Wong knew they were subject 

to Lumentum’s policies and procedures, including policies relating to insider trading and 

safeguarding material nonpublic information described below in Sections III.A and III.B.  

35. As Wong has testified, he was aware that information about potential mergers or 

acquisitions would be considered material while he was working at Lumentum.   

A. Lumentum’s 2019 Code of Business Conduct 

36. Lumentum’s Code of Business Conduct, dated November 2019, expressly applied 

to “all directors, employees, agents and contractors” of Lumentum during the Relevant Period. 

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37. The Code of Business Conduct contained a section entitled “Respecting privacy 

and confidentiality.”  This section provided (with emphasis added):   

You must maintain the confidentiality of information entrusted to you by 
Lumentum. . . . Confidential information includes all non-public 
information. . . .  Examples of confidential information include . . . 
information about potential acquisitions. . . .  You must not disclose . . . 
confidential information about Lumentum . . . to anyone who is not 
authorized to receive it or has no need to know the information (even 
other Lumentum employees). 

38. This section of the Code of Business Conduct also included the following 

question-and-answer section:  

Q: I know that Lumentum is about to acquire a small company with 
interesting product offerings that a current customer I am talking to might 
want to hear about. Can I discuss the imminent acquisition in order to lay 
the foundation for future sales? 

A: No. This is Lumentum confidential information that should not be 
disclosed unless you have received authorization from the [ ] legal 
department or until the acquisition has been completed and publicly 
announced. 

39. The Code of Business Conduct also contained a section entitled “Insider 

Trading.”  This section stated:   

You should never trade securities on the basis of confidential information 
acquired through your employment . . . with Lumentum. . . .  You must . . . 
refrain from trading in the stock of other publicly held companies, such as 
existing or potential customers or suppliers, on the basis of material 
confidential information obtained in the course of your employment. . . .  
It is also illegal to recommend a stock to (i.e., ‘tip’) someone else on the 
basis of such information. 

40. Lumentum provided online annual training on its Code of Business Conduct to all 

employees, including Colleague 1 and Wong.   

41. On April 28, 2021, Colleague 1 completed the annual training on the Lumentum 

Code of Business Conduct. 

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42. On May 10, 2021, Wong completed the annual training on the Lumentum Code of 

Business Conduct.   

43. The 2021 annual training on the Code of Business Conduct explained that inside 

information is both nonpublic and material and could include nonpublic information about 

“upcoming mergers or acquisitions.”   

44. The 2021 annual training elaborated:   

Inside information is any material, nonpublic information that you come 
across as a result of your job – which means it does not have to be about 
our organization.  It can include material, nonpublic information you learn 
about through relationships with vendors, suppliers, clients and other third 
parties you interact with in the course of your work. 

B. Lumentum’s Fiscal Year 2022 (“FY22”) Confidentiality Acknowledgement 

45. Lumentum required its employees to complete a “Confidentiality 

Acknowledgement” on a regular basis.   

46. Lumentum’s Confidentiality Acknowledgment defined “Lumentum” to include 

all affiliate and subsidiary companies owned or controlled by Lumentum.  

47. On July 26, 2021, Colleague 1 completed Lumentum’s FY22 Confidentiality 

Acknowledgement.   

48. On July 29, 2021, Wong completed Lumentum’s FY22 Confidentiality 

Acknowledgement.  

49. The FY22 Confidentiality Acknowledgment began as follows:  “While at 

Lumentum, I may have access to confidential and proprietary information about the company, its 

employees, customers, suppliers, partners, or other parties (all such confidential and proprietary 

information being referred to as ‘Confidential Information’ [in this Acknowledgment]).” 

50. The FY22 Confidentiality Acknowledgement included, in relevant part, the 

following affirmations:   

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I know that Confidential Information includes any non-public information, 
whether related to Lumentum, its customers, suppliers or its employees.  
Inventions, trade secrets, information about potential acquisitions, 
financial information, customer product information, supplier 
manufacturing processes, and employee information are just some of the 
many examples of information which must be kept confidential. 

I must not directly or indirectly disclose Confidential Information to 
anyone who is not authorized to receive it or has no ‘need to know’ the 
information (including other Lumentum employees).  As an employee of 
Lumentum, I have a duty to hold all such Confidential Information in 
strict confidence. 

. . .  

I acknowledge that I have a duty to maintain Confidential Information in 
strict confidence, and that I will abide by my employment/engagement 
agreement with Lumentum respecting confidentiality, and will adhere to 
Lumentum’s confidentiality and proprietary information policies and 
procedures, including the relevant sections of Lumentum’s Code of 
Business Conduct. 

IV. Lumentum and NeoPhotonics Begin Discussing a Potential Acquisition                         

51. Lumentum and NeoPhotonics first discussed a potential acquisition of 

NeoPhotonics by Lumentum in September 2020, overlapping with Lumentum’s parallel 

negotiations with another potential target company.  

52. Lumentum took steps to protect the confidentiality of this potential transaction, 

including, for example, by using the code name “Project Neptune” for its potential acquisition of 

NeoPhotonics, and instructing employees not to forward Project Neptune meeting invitations.  

53. In or around November 2020, Colleague 1 began participating in Lumentum’s due 

diligence concerning its acquisition discussions with NeoPhotonics.   

54. Colleague 1 was entrusted with a shared digital document folder and data room 

containing Project Neptune deal-related information.   

55. Colleague 1 also attended Project Neptune due diligence meetings with 

NeoPhotonics employees.   

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56. In or around January 2021, Lumentum’s discussions to acquire NeoPhotonics 

were suspended to enable Lumentum to prioritize negotiations with the other potential target. 

57. In March 2021, Lumentum and the other potential target terminated their 

negotiations.   

V. Lumentum and NeoPhotonics Resume Negotiations and Strike a Deal 
 

58. On June 1, 2021, Lumentum contacted NeoPhotonics to determine whether 

NeoPhotonics would be interested in resuming its acquisition discussions with Lumentum. 

59. Between June and September 2021, Lumentum and NeoPhotonics exchanged 

several offers and counteroffers.  

60. On September 30, 2021, Lumentum offered to acquire NeoPhotonics for $16.00 

per share.   

61. On October 5, 2021, NeoPhotonics’s Board of Directors voted to accept 

Lumentum’s September 30 offer. 

62. From October 10 to November 3, 2021, Lumentum and NeoPhotonics negotiated 

the terms of the acquisition agreement and engaged in due diligence discussions. 

VI. Wong Initially Tries to Obtain Confidential Information About a Lumentum 
Acquisition But Does Not Succeed 

63. Beginning by at least August 2021, Wong began seeking information from 

colleagues about a potential acquisition by Lumentum, including as alleged below.   

64. On August 31, 2021, Wong texted a Lumentum colleague who was responsible 

for Lumentum’s California laser fabrication plant (“Colleague 2”) about an upcoming “all 

hands” meeting, and whether it related to an acquisition: 

Wong:  We have an all hands meeting on [September] 13. Any thoughts? 
Colleague 2:  I don’t know.  I was thinking about that. 
Wong:  Must be acquisition? 
Colleague 2:  We will find out in next director meeting. 

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65. On the same day, Wong texted a Lumentum colleague who worked in the 

company’s finance department (“Colleague 3”), again seeking information about whether the 

upcoming meeting related to acquisition activity: 

Wong:  What’s the rumor on the all hands? Reorg[anization] or  
              acquisition? 
Colleague 3: I’m trying to get that info. 

 
66. The next day, September 1, 2021, Wong continued to pry for details from 

Colleague 3:  

Wong:  Have u heard anything? 
Colleague 3: No[,] you know my source and she is getting the Heisman.  

 
67. As Wong has testified, he knew that Colleague 3’s “source” was Colleague 3’s 

supervisor at Lumentum.   

68. As Wong has also testified, he understood “getting the Heisman” in this context to 

mean that Colleague 3’s supervisor’s efforts to obtain information about Lumentum’s planned 

acquisitions were being rebuffed.   

69. On September 2, 2021, Colleague 3 reported back to Wong: 

Colleague 3:  Still radio silence. 
Wong:  Ok thanks! Let’s keep digging[.] 

 
70. On October 8, 2021, Wong and Colleague 1 met in person over dinner in a 

restaurant in San Jose, California.   

71. As Wong has testified, Wong and Colleague 1 discussed Lumentum’s upcoming 

acquisition and its three likely targets, including NeoPhotonics, during their dinner.  

72. Around the time of this dinner meeting on October 8, 2021, Wong sent a text 

message to Colleague 1, which Wong subsequently deleted.   

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73. On October 18, 2021, Wong told Colleague 3 in a text that one could obtain 

information on mergers and acquisitions (often called “M&A”) by looking through Lumentum’s 

internal email distribution groups to find out which people were working on M&A negotiations: 

Wong:  [A]nother way to see about M&A is to see which email groups  
             people are added to. Look up any person on [O]utlook and right   
             click to see the email groups. 

 
74. As Wong has testified, he understood that Lumentum used code names for M&A 

projects and related email distribution groups to mask the identity of potential deals and targets 

in order to safeguard the confidentiality of information regarding its M&A activity.   

75. As Wong has testified, he understood that Lumentum was doing this to protect its 

information from being misused and to prevent leaks about its potential M&A activity.   

76. On October 21, 2021, Wong and Colleague 2 texted about the possibility that 

Lumentum would imminently announce an acquisition.  Wong suggested to Colleague 2 that 

NeoPhotonics might be Lumentum’s acquisition target:  

Colleague 2:  Something would be announced within two weeks. Do you  
                      know? 
Wong:  No 
Colleague 2:  M&A 
Wong:  ?. 
Colleague 2:  Likely 
Wong:  Maybe [I]nfinera? [another company in the photonics industry] 
… 
Wong:  Or [NeoPhotonics]? 
... 
Colleague 2:  Two weeks is earning time and it should be then[.] 
Wong:  Or [NeoPhotonics]? 
Colleague 2:  I don’t know[.] 
Wong:  Really? 
Colleague 2:  Within two weeks something would happen[.] 
 
 
 
 

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VII. Wong Obtains Material Nonpublic Information About Lumentum’s Acquisition of 
NeoPhotonics from Colleague 1 and Buys NeoPhotonics Stock 

 
A. Colleague 1’s Supervisor Informs Her of the Planned NeoPhotonics 

Acquisition 

77. On approximately October 12, 2021—about a week after NeoPhotonics’s Board 

of Directors confidentially approved Lumentum’s offer to acquire NeoPhotonics at $16.00 per 

share, as alleged above in paragraph 61—Colleague 1’s supervisor informed her that Lumentum 

and NeoPhotonics had resumed their acquisition discussions and that Colleague 1 could be asked 

to participate in the due diligence process again in the near future. 

78. On October 13, 2021, Colleague 1 purchased 350 shares of NeoPhotonics in her 

personal brokerage account at the price of $9.12 per share. 

79. On October 14, 2021, Colleague 1’s supervisor confirmed to senior members of 

Lumentum’s deal team by email that Colleague 1 was “in the know” on Lumentum’s discussions 

with NeoPhotonics and would support other team members on the NeoPhotonics deal.   

80. Between October 15 and November 1, 2021, Colleague 1 purchased 11,730 

additional shares of NeoPhotonics in her personal brokerage account at an average price of $9.80 

per share.  

B. Wong Obtains Material Nonpublic Information about Lumentum’s Plans to 
Acquire NeoPhotonics and Trades on the Information 

 
81. On October 27, 2021, at 12:28 p.m., Wong and Colleague 1 spoke on the phone 

for approximately eight minutes.1 

82. The next day, on October 28, 2021, Wong purchased 10,000 shares of 

NeoPhotonics’s stock at approximately $9.73 per share in his self-directed brokerage account.   

83. Before October 28, 2021, Wong had never traded NeoPhotonics’s securities.   

 
1  All times alleged herein are in Pacific Time.  

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84. Before October 28, 2021, Wong had never traded the securities of any other 

company in the photonics industry except Lumentum, his employer.  

85. On October 29, 2021, Wong texted Colleague 2 that Lumentum was going to 

acquire NeoPhotonics: 

Wong:  It seems like [Lumentum’s] acquisition of Neo is concern. 
Colleague 2:  Do you mean go or not go? 
Wong:  Go. 
Colleague 2:  Ok[.] 
. . .  
Wong:  They cancelled the sales training on Monday.  I think  
             announcement will come out Monday [November 1, 2021].  

 
VIII. Lumentum Announces Its Acquisition of NeoPhotonics 

 
86. On November 3, 2021, the day before Lumentum made its announcement, the 

price of NeoPhotonics stock closed at $11.52 per share.  

87. On the morning of November 4, 2021, before the market opened, Lumentum 

issued a press release announcing that it had entered into a definitive agreement to acquire 

NeoPhotonics for $16.00 per share in cash—in other words, holders of NeoPhotonics stock on 

the date that the acquisition closed would receive $16.00 per share.  

88. On November 4, 2021, following Lumentum’s announcement, the price of 

NeoPhotonics stock closed at $15.99 per share, an increase of approximately 38.8% from its 

closing price on the previous day. 

89. That day, as measured by the closing price of the stock, the NeoPhotonics stock 

Wong had purchased on October 28, 2021, was worth $62,573.73 more than the price he had 

paid to purchase the shares.   

90. Later, Wong asked Colleague 2, who was on the NeoPhotonics deal’s transition 

team, more than once for information about when the NeoPhotonics deal was likely to close.  

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IX. Wong Takes Steps to Conceal His Insider Trading 
 

91. On the morning of March 31, 2022, FBI agents approached Wong at his 

residence. 

92. The FBI agents questioned Wong about his trading in NeoPhotonics and his 

communications with Colleague 1. 

93. Wong falsely claimed to the FBI agents that the timing of his trading in 

NeoPhotonics just days before Lumentum announced its acquisition of NeoPhotonics was 

coincidental and that he did not know about Lumentum’s planned acquisition of NeoPhotonics 

before the public announcement.   

94. Later that same morning, between 11:24 a.m. and 11:37 a.m., Wong texted 

Colleague 1 and asked to meet her in person that day at a Starbucks coffee shop: 

Wong:  Can u meet today? 
Wong:  Maybe at 1:30? 
Colleague 1:  Where to meet? [. . .]  
Wong:  Near my place – maybe near rose orchard?  
Colleague 1:  Okey [sic] pls let me know the address.  I will rush in[.] 
Colleague 1:  It is just for us pls[?] 
Wong:  Yes[.]  
Wong:  Starbucks 

       In River View Apartment Homes  
       0.5 mi 55 River Oaks Pl  

Wong:  Can we meet there at 12:45 PM? 
Wong:  Is that ok? 
Colleague 1:  Okey [sic] see you soon[.] 

 
95. As Wong has testified, he and Colleague 1 met as planned at approximately 12:45 

p.m. that day.   

96. As Wong has testified, at this meeting, he and Colleague 1 discussed the FBI 

approach and Lumentum’s ongoing investigation into Colleague 1’s trading in NeoPhotonics 

securities. 

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97.  As Wong has testified, he and Colleague 1 then sent text messages to each other 

falsely indicating that they had not met, as alleged in paragraphs 98 and 99 below, in an “attempt 

to kind of cover [their] tracks.”    

98. On March 31, 2022, at 1:30 p.m.—minutes after their in-person meeting—Wong 

sent the following false text messages to Colleague 1: 

Wong:  Sorry I couldn’t find you[.] 
Wong:  I have to leave now. 

 
99. A few minutes later, at 1:48 p.m., Colleague 1 falsely replied: “Okey [sic] never 

mind.  We can always plan when you are in the town.” 

100. Subsequently, in April 2022, Wong and Colleague 1 continued communicating 

about the ongoing investigations into their trading in NeoPhotonics but looked for alternative 

communication channels, including WeChat, to evade detection and surveillance. 

101. On April 2, 2022, Wong and Colleague 1 had the following text message 

exchange: 

Wong:  Hi [Colleague 1] – can you call me [ ] at my home number this                       
                               afternoon. If this is ok, I’ll provide[.] 

Colleague 1:  Sure, we can talk. As a head[s]up, [d]ue to my current leave  
     situation, I can only talk non-work related and other general    
     stuff, thanks for your understanding[.] 

Wong:  Sure[,] absolutely. I just want to discuss general aspects[.]   
             [Please] let me know the number and appropriate time slot to  
             phone you[,] 
Colleague 1:  Oh, you are in Canada. It will be international call. Maybe  
                       better go with WeChat to save money:) 
Wong:  Actually I may be on the road – can you call me on WeChat?                        
Wong:  Oh yes! 

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102. As he has testified, Wong’s suggestion to communicate via WeChat was an 

attempt to evade detection; he and Colleague 1 did not want to speak on a line that might be 

recorded. 

103. As Wong has further testified, he and Colleague 1 subsequently communicated 

via WeChat on the subject of Wong hiring an attorney in connection with the law enforcement 

investigation into his trading. 

X. Lumentum Closes Its Acquisition of NeoPhotonics 

104. On August 3, 2022, Lumentum announced the completion of its acquisition of 

NeoPhotonics, which became a wholly-owned subsidiary of Lumentum.  

105. On August 4, 2022, NeoPhotonics shareholders, including Wong, received $16.00 

per share from Lumentum.  

106. Following the acquisition, NeoPhotonics stock ceased trading and was delisted 

from the New York Stock Exchange.  

107. Wong’s employment at Lumentum ended on or around December 9, 2022.   

CLAIM FOR RELIEF 
 

Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 
 

108. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 107. 

109. By engaging in the conduct described above, Wong, directly or indirectly, in 

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

interstate commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly has (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one 

or more untrue statements of a material fact or omitted to state one or more material facts 

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necessary in order to make the statements made, in light of the circumstances under which they 

were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of 

business which operated or would operate as a fraud or deceit upon other persons.   

110. By reason of the foregoing, Wong, directly or indirectly, has violated and, unless 

enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

PRAYER FOR RELIEF 
 

 WHEREFORE, the Commission respectfully requests that this Court enter a Final 

Judgment: 

I. 
 
 Permanently restraining and enjoining Wong and his agents, servants, employees and 

attorneys and all persons in active concert or participation with any of them from violating, 

directly or indirectly, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]; 

II. 

 Ordering Wong to disgorge all ill-gotten gains he received directly or indirectly, with pre-

judgment interest thereon, as a result of the alleged violations pursuant to Exchange Act Sections 

21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; 

III. 

 Ordering Wong to pay civil monetary penalties under Exchange Act Section 21A [15 

U.S.C. § 78u-1];  

IV. 

 Prohibiting Wong from serving as an officer or director of any company that has a class 

Case 1:24-cv-04231   Document 1   Filed 06/03/24   Page 18 of 19



 

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of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to 

file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act 

Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; 

and  

V. 

 Granting any other and further relief this Court may deem just and proper. 

 

Dated: New York, New York 
June 3, 2024    

 

/s/ Sushila Rao Pentapati 
Joseph G. Sansone 
Preethi Krishnamurthy 
Lindsay S. Moilanen 
Sushila Rao Pentapati 
Joshua R. Geller 
Securities and Exchange Commission 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-0410 (Rao Pentapati) 
Email:  [email protected] 
 
Attorneys for Plaintiff 

Case 1:24-cv-04231   Document 1   Filed 06/03/24   Page 19 of 19