SEC v. Jordan Qsar; Grant Witherspoon; Austin Bernard; and Chase Lambert, No. 3:24-cv-00570, Southern District of California (Mar. 26, 2024) — Complaint

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CHARLES E. CANTER (Cal. Bar No. 263197)
Email:  [email protected]
SARA D. KALIN (Cal. Bar No. 212156)
Email:  [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission

Joseph G. Sansone, Chief (Market Abuse Unit)
New York Regional Office
100 Pearl Street, Suite 20-100
New York, New York 10004-2616

Douglas M. Miller, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
JORDAN QSAR, GRANT
WITHERSPOON, AUSTIN
BERNARD, and CHASE LAMBERT,
Defendants.
 Case No.

COMPLAINT

Jury Trial Demanded

Plaintiff Securities and Exchange Commission (“SEC”) alleges:
SUMMARY
1. This case involves insider trading by Defendants Jordan Qsar (“Qsar”),
Grant Witherspoon (“Witherspoon”), Austin Bernard (“Bernard”), and Chase
Lambert (“Lambert”) (collectively, “Defendants”) in the securities of Del Taco
Restaurants, Inc. (“Del Taco”).  Qsar, a minor league baseball player, returned to his
home in the San Diego area in October 2021 during a break from baseball.  While in
'24CV0570BLMAJB

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San Diego, he socialized with a close friend who worked as a finance employee (the
“Finance Employee”) for Jack in the Box Inc. (“Jack in the Box”).  In the fall of
2021, the Finance Employee was working on Jack in the Box’s acquisition of Del
Taco (the “Acquisition”) and shared this material nonpublic information with Qsar in
confidence and under the understanding that Qsar would not trade on the information
or disclose it to others.
2. Instead, Qsar misappropriated the confidential information from the
Finance Employee, purchasing call options for Del Taco stock (“TACO call options”)
between mid-October and late November 2021.
3. Qsar also tipped Defendants Bernard, Witherspoon, and Lambert, and all
three of them purchased TACO call options, largely the same series of TACO call
options Qsar bought.
4. Qsar disclosed this information to his co-Defendants in breach of his
duty of trust and confidence for personal benefit, expecting them to trade.  Bernard,
Witherspoon, and Lambert each were aware that the information had been divulged
in breach of a duty of trust and confidence for personal benefit.    And each Defendant
traded on the basis of this material nonpublic information.
5. As a result of Jack in the Box’s announcement of the Acquisition in
December 2021, Del Taco’s stock price rose by 66%.  Qsar, Bernard, Witherspoon,
and Lambert sold their options and made about $189,000 in combined trading profits.
6. By engaging in the conduct alleged in this complaint, Defendants
violated the antifraud provisions of the federal securities laws, specifically, Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b),
and Rule 10b-5 promulgated under the Exchange Act, 17 C.F.R. § 240.10b-5.  The
SEC seeks permanent injunctions, disgorgement of all ill-gotten gains, and civil
penalties.
JURISDICTION AND VENUE
7. The Court has jurisdiction over this action pursuant to Sections 21(d)(1),

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21(d)(3)(A), 21A and 27(a) of the Exchange Act, 15 U.S.C. §§ 78u(d), 78u-1 & 78aa.
8. The SEC brings this action under Section 21(d) and 21A of the
Exchange Act, 15 U.S.C. §§ 78u(d), 7  8u-1.  Defendants, directly or indirectly, made
use of the means or instrumentalities of interstate commerce, of the mails, or of the
facilities of a national securities exchange in connection with the transactions, acts,
practices,  and courses of business alleged in this complaint.
9. Venue is proper in this district pursuant to Section 27(a) of the Exchange
Act, 15 U.S.C. § 78aa(a), because certain of the transactions, acts, practices, and
courses of conduct constituting violations of the federal securities laws occurred
within this district.  In addition, venue is proper in this district because Qsar and
Bernard reside in this district.
THE DEFENDANTS
10. Jordan Qsar, age 28, resides in El Cajon, California.  Qsar played
baseball for Pepperdine University (“Pepperdine”), then for minor league teams
affiliated with the Tampa Bay Rays (“Rays”) and other organizations.
11. Austin Bernard, age 27, resides in Oceanside, California.  Bernard
played baseball at Pepperdine with Qsar, and then for minor league teams.  He
recently signed to play with a baseball team in India.
12. Grant Witherspoon, age 27, resides in Littleton, Colorado.
Witherspoon played baseball with Qsar on a minor league team affiliated with the
Rays.  He now plays baseball in Mexico.
13. Chase Lambert, age 27, resides in Malibu, California.  Lambert played
baseball at Pepperdine with Qsar, and then for minor league teams. He currently
works as an electrician and baseball coach.
RELEVANT ENTITIES AND INDIVIDUALS
14. Del Taco Restaurants, Inc.,  was a Delaware company headquartered in
Lake Forest, California, until March 8, 2022, after which it was acquired by a
subsidiary of Jack in the Box.  Del Taco was an SEC-reporting company quoted on

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the NASDAQ Stock Market under the symbol “TACO,”    and had shares registered
pursuant to Section 12(b) of the Exchange Act.
15. Jack in the Box Inc.,  is a Delaware company headquartered in San
Diego, California.  Jack in the Box operates and franchises quick serve restaurants
and is one of the nation’s largest hamburger chains.  It is an SEC-reporting company
quoted on the NASDAQ Global Select Market under the symbol “JACK,” and has
shares registered pursuant to Section 12(b) of the Exchange Act.
16. Finance Employee was, at all relevant times, employed by Jack in the
Box to work on finance-related matters.  The Finance Employee had knowledge of
the Acquisition and was responsible for, among other things, tasks related to the
Acquisition due diligence process.
COMMONLY-USED TRADING TERMS
17. A stock option, commonly referred to as an “option,” gives its
purchaser-holder the right, but not the obligation, to buy or sell shares of an
underlying stock at a specified price per share (the “strike price”) within a specific
period of time prior to the expiration date (“expiration”).  Options are generally sold
in “contracts,” which give the option holder the opportunity to buy or sell 100 shares
of an underlying stock.
18. A “call” option gives the purchaser-holder of the option the right to
purchase a security at a specified strike price prior to expiration.  A call option is “out
of the money” when the strike price is above the current market price of the
underlying security and “in the money” when the strike price is below the market
price. Generally, the buyer of an out-of-the-money call option anticipates that the
market price of the underlying security will increase so that the option will be in the
money before the option expires, thus providing a profit to the holder of the option.
19. Options are often listed in  “series,” which consist of the options on a
given security with the same strike price and same expiration date.

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THE ALLEGATIONS
A. Background
1. Relationships Among the Defendants
20. In the mid-2010s, Qsar, Bernard, Lambert, and the Finance Employee
attended Pepperdine and played on the school’s baseball team together.
21. After graduating, they moved away to play baseball for different minor
league teams or pursue other career opportunities but remained close friends.
22. The Finance Employee was closest with Qsar.
23. The Finance Employee and Qsar shared confidences, including about
their romantic relationships and their personal financial information.
24. The Finance Employee trusted Qsar to maintain those confidences, and
Qsar knew that the Finance Employee expected him to maintain those confidences
and not to misappropriate information shared with Qsar for his own benefit.
25. During 2021, Qsar, Bernard, Lambert, and the Finance Employee would
sometimes socialize in the San Diego area if they were all in Southern California at
the same time.
26. Qsar and Witherspoon were both drafted by the Rays in 2018 and played
on various minor league teams affiliated with the organization.
27. During fall 2021, Qsar and Witherspoon played for the same minor
league baseball team and were close friends and roommates.
2. Finance Employee’s Involvement in the Transaction
28. The Finance Employee began working for Jack in the Box as a Senior
Associate, Strategic Finance, in August 2021.
29. He became aware of the Acquisition in mid-September 2021, and was
part of the deal team. The Finance Employee’s responsibilities included coordinating
the due diligence effort and conducting financial analysis.
30. The Finance Employee was privy to information such as Acquisition
timing and draft merger agreements.

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31. The information the Finance Employee had about the Acquisition was
material nonpublic information.
32. In connection with his employment, the Finance Employee signed a
confidentiality agreement and understood that information he received related to the
Acquisition was confidential.
B. DEFENDANTS’  INSIDER TRADING SCHEME
1. Qsar Misappropriates Material Nonpublic Information Shared in
Confidence by the Finance Employee
33. During summer 2021, Qsar was on the road playing baseball.  He
returned to San Diego on or about October 2, 2021, and he, the Finance Employee,
and several other friends—including Bernard and Lambert—went out together
drinking.
34. Qsar learned about the Acquisition from the Finance Employee on or
about October 2, 2021.
35. While Qsar was still in San Diego, he told Witherspoon about the
Acquisition.
36. Around the same time, Qsar also told another Rays teammate, Individual
1, about the Acquisition.
37. Qsar, Witherspoon, and Individual 1 were all in different parts of the
country at the time, and they began exchanging text messages about investing in Del
Taco.
38. In their initial texts, Qsar, Witherspoon, and Individual 1 demonstrated
that they knew they had obtained material nonpublic information by attempting to
concoct an alternative explanation for their eventual trades.
39. For example, on or about October 5, 2021, Witherspoon texted Qsar and
Individual 1, “[c]heck out this stock guys Del taco, this chart is looking bullish to me.
Might try to gamble on some options or something, I love to eat at del taco.”

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40. At the time of the text message, Del Taco stock was trading at about
$8.74 per share.
41. Qsar responded, “I’m thinking about it too[.] Chart looks primed to
boom[.] What’s it [sic] 52 week high?”
42. Witherspoon responded, “$11.99[.] Could see it hitting $10 easy[.]”
43. Qsar responded, “If we break 10 new 52 week highs could follow[.] The
payout could be ridiculous if we buy the January 2022 calls[.]”
44. By “January 2022 calls,” Qsar was referring to TACO call options with a
strike price of $10 expiring in January 2022.
45. At the time, Qsar did not know the precise timing of the Acquisition, but
he expected it to occur before the end of the year and he knew that call options would
provide the opportunity to make the most profit.
46. About a week later, Qsar, Witherspoon, and Individual 1 all attended a
baseball training camp in Florida together.
2. Qsar and Witherspoon Start Trading on the Misappropriated
Material Non-Public Information
47. On October 15, 2021, while in a locker room at the training camp with
Individual 1, Qsar and Witherspoon each bought TACO call options with a strike
price of $10 expiring on January 21, 2022—Qsar bought 15 options for $465 and
Witherspoon bought 113 options for $3,683.
48. At the same time, Individual 1 also bought the same series of TACO call
options.
49. Qsar purchased two more of the same TACO call options on October 20,
2021.
50. Witherspoon purchased one of the same TACO call options on
October 18, 2021, and 12 more of the same options on October 20, 2021.

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3. Qsar Misappropriates More Material Nonpublic Information Shared
in Confidence by the Finance Employee
51. On Thursday, October 21, 2021, while texting about Del Taco, Qsar sent
a text message to Witherspoon and Individual 1 saying, “I’m going to la tomorrow
with my buddy and he has a call during are [sic] drive .”   The “buddy” Qsar was
referring to was the Finance Employee.
52. Witherspoon was aware that the Finance Employee worked for Jack in
the Box.
53. Witherspoon responded to Qsar’s text about the drive with the Finance
Employee, “No way,” and Qsar replied, “4 hour call        .”
54. Witherspoon responded, “That’s incredible,” and Qsar texted back,
“Hopefully about the good good [sic].”
55. Later that day, Qsar texted   Witherspoon and Individual 1: “I’ll have a
full report on Saturday for you guys[.]” Witherspoon responded, “Better be good[.]”
56. The next day, Friday,  October 22, 2021, the Finance Employee and Qsar
drove to Los Angeles.  During the drive, the Finance Employee was on a four-hour
Zoom call about the Acquisition, which lasted more than the length of the drive.
57. The Finance Employee took parts of the call on speaker phone and
answered some of Qsar’s questions about the Acquisition, including providing Qsar
with material nonpublic information about the Acquisition.
58. The Finance Employee expected that Qsar would keep this additional
information confidential, and Qsar was aware that the Finance Employee expected
him to maintain its confidentiality.
59. Nevertheless, in breach of his duty of trust and confidence to the Finance
Employee, Qsar divulged the additional information shared with him during the drive
to Witherspoon and Individual 1, expecting that this information would be used in
securities trading.

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4. Qsar and Witherspoon Continue Trading on the Misappropriated
Material Non-Public Information
60. After the October 22, 2021 drive with the Finance Employee, Qsar
bought additional securities on the basis of the material nonpublic information about
the Acquisition and encouraged others to do so.
61. Between October 23, 2021, and November 30, 2021, Qsar bought 176
TACO call options for $2,119.
62. All told, between October 15, 2021, and November 30, 2021, Qsar
bought 258 out-of-the-money TACO call options with a strike price of $10. Most of
those options, 136 of them, expired on January 21, 2022. The remaining 122 options
expired on December 17, 2021.
63. Qsar spent a total of $4,099, not including fees and commissions, to buy
the TACO call options.
64. Qsar bought the TACO call options on the basis of material nonpublic
information he learned from the Finance Employee about the Acquisition.
65. On or about October 23, 2021, Individual 1 texted Qsar saying, “every
dollar I earn hustling is going to taco[.]” Individual 1 then suggested he might “take
everything out of saving [sic] and go all in[.]” Qsar responded, “Yeah and catch a
case haha[.]”
66. Witherspoon also bought more TACO call options after Qsar’s ride to
Los Angeles with the Finance Employee. On November 2, 2021, Witherspoon bought
58 TACO call options with a strike price of $10 and expiration date of January 21,
2022, the same series of options he had bought in the locker room with Qsar on
October 15, 2021.
67. Witherspoon sold and rebought more TACO ca  ll   options between
November 3, 2021, and November 30, 2021. By November 30, 2021, Witherspoon
was holding 204 out-of-the-money TACO call options with a strike price of $10, 182
of which expired on January 21, 2022, and the remaining 22 options expired on

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December 17, 2021, the same two series Qsar had bought. Witherspoon paid a total
of $5,157 for the options, not including fees and commissions.
5. Witherspoon bought the TACO call options on the basis of the
material nonpublic information he learned from Qsar about the
Acquisition.  Qsar Tipped Bernard and Together They Tipped
Lambert
68. Qsar and Bernard work out together in the off season.
69. In October 2021, around the same time Qsar learned about the
Acquisition and began texting about Del Taco with Witherspoon, Qsar tipped
Bernard about the Acquisition.
70. Bernard discussed with Qsar which options to buy to profit from the
information that Qsar had obtained about the Acquisition.
71. Before the Acquisition was announced, Qsar also told Bernard that the
information about the Acquisition came from the Finance Employee.
72. At first, Bernard lacked funds to make a large investment in TACO call
options.  On October 20, 2021, Bernard spent $70 to buy seven TACO call options
with a strike price of $12.50, five expiring in January 2022 and two expiring in
March 2022.  He bought another 50 options of the $12.50 January 2022 series on
November 4, 2021.
73. By mid-November, however, Bernard had acquired more funds and he
began purchasing more TACO call options. Between November 18, 2021, and
December 2, 2021, Bernard bought 313 TACO call options, all but 40 of which were
the same two series Qsar had bought.
74. By December 3, 2021, Bernard was holding 370 out-of-the-money
TACO call options for which he had paid a total of $3,720.
75. Bernard bought the TACO call options on the basis of the material
nonpublic information he learned from Qsar about the Acquisition.

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76. After Qsar tipped Bernard, he and Bernard had an in-person
conversation with Lambert in San Diego. Qsar and Bernard communicated material
nonpublic information to Lambert about the Acquisition and recommended that
Lambert buy TACO call options.
77. Lambert knew that the Finance Employee worked for Jack in the Box.
78. Like Bernard, Lambert also lacked funds to buy TACO call options
when he first learned of the Acquisition.
79. On December 1, 2021, Lambert bought 114 TACO call options for
$1,710. All these options had a strike price of $10 and an expiration date of
January 21, 2022, the same options series the other Defendants had purchased.
80. Lambert bought the TACO call options on the basis of the material
nonpublic information he learned from Qsar and Bernard about the Acquisition.
C. Other Communication of Material Nonpublic Information about the
Acquisition by the Defendants
81. In addition to tipping Witherspoon, Bernard, Lambert, and Individual 1,
Qsar also tipped his father about the Acquisition.
82. Qsar’s father, with Qsar’s assistance, bought TACO call options.
83. Witherspoon communicated material nonpublic information about the
Acquisition to his high school friend, Individual 2.
84. Individual 2 bought TACO call options.
85. In addition to his communications with Lambert, Bernard communicated
material nonpublic information about the Acquisition to his brother and another
former baseball player from Pepperdine, Individual 3, both of whom bought TACO
call options.
86. Lambert also communicated material nonpublic information about the
Acquisition to his cousin.
87. Lambert’s cousin bought TACO call options.

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D. The Announcement of the Acquisition and Defendants’ Illegal Profits
88. Between October 15 and December 3, 2021, TACO’s stock price never
closed above $8.67.
89. On Monday, December 6, 2021, Jack in the Box and Del Taco
announced that Jack in the Box was acquiring Del Taco through a stock purchase
transaction valued at about $575 million or $12.51 per share.
90. Following the announcement of the Acquisition, Del Taco’s stock price
rose by 66% to $12.40, and the Defendants sold their TACO call options.
91. Qsar made about $56,500 in trading profits.
92. Witherspoon made about $42,800 in trading profits.
93. Bernard made about $64,700 in trading profits.
94. Lambert made about $25,100 in trading profits.
95. Qsar received a personal benefit from tipping, including the benefit of
providing a gift of confidential information to his close personal friends and a   family
member, including the other Defendants, his friends, teammates, former teammates,
and his father.
E. Defendants’ Knowledge
96. Each Defendant acted with scienter; each had intent to deceive or
defraud.
97. The tipper, Qsar, defrauded and betrayed the confidence of the Finance
Employee by trading for his own account and repeatedly tipping his close friends and
his father for personal benefit.
98. The tippee Defendants (Witherspoon, Bernard, and Lambert) traded on
this information and communicated it to others, despite their awareness that the
material nonpublic information about the Acquisition that they received from Qsar
was from an unlawful source.
99. All the Defendants traded in TACO call options, many of the same
series.

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Qsar
100. Qsar acted with scienter in misappropriating the material nonpublic
information he learned about the Acquisition from the Finance Employee and trading
on it and tipping others.
101. Qsar owed a duty of trust and confidence to the Finance Employee.  The
Finance Employee communicated material nonpublic information about the
Acquisition to Qsar as part of their history, pattern, and practice of sharing
confidences, expected Qsar to maintain its confidentiality by not disclosing it to
others or trading on it, and Qsar knew or was reckless in not knowing that the
Finance Employee expected Qsar to maintain its confidentiality by not disclosing it to
others or trading on it.
102. Qsar admitted that he never told the Finance Employee about his trading
because Qsar knew his conduct was wrong and regretted having betrayed his friend’s
trust and confidence.
103. Qsar knew or was reckless in not knowing that the information was
material and nonpublic.  He used the information to purchase securities, and this
information was a   significant factor in his decision to purchase securities.  And Qsar
communicated material nonpublic information about the Acquisition to Witherspoon,
Bernard, Lambert, Individual 1, and his father knowing, consciously avoiding
knowing, or being reckless in not knowing that the information Qsar communicated
would be used to trade securities.
Witherspoon
104. Witherspoon knew, consciously avoided knowing, or was reckless in not
knowing that the material nonpublic information about the Acquisition had been
divulged to him in a breach of a duty of trust and confidence for personal benefit.  As
Qsar’s direct tippee, Witherspoon of course knew that he and Qsar were close friends.
105. Witherspoon also knew,  when Qsar was driving to Los Angeles with the
Finance Employee on October 22, 2021, that Qsar was surreptitiously attempting to

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obtain more information about the Acquisition from the Finance Employee as
evidenced   by the text messages described in paragraphs 39-43.
106. In text messages, Witherspoon tried to obscure the true reason he was
buying Del Taco securities, claiming it was because he liked the food and thought the
stock chart looked bullish.
107. Witherspoon knew or was reckless in not knowing that the information
was material and nonpublic, he used the material nonpublic information in the
purchase of securities, and this information was a substantial factor in his decision to
purchase securities.  And Witherspoon   communicated material nonpublic information
about the Acquisition to Individual 2 knowing, consciously avoiding knowing, or
being reckless in not knowing that the information Witherspoon disclosed would be
used to trade securities.
108. In a conversation between Witherspoon and Qsar on December 13,
2022, Qsar told Witherspoon that the Finance Employee was upset because he had
received a list of individuals who had traded Del Taco securities that included Qsar
and Witherspoon, and anticipated questions about their trading in Del Taco.  In
response, Witherspoon raised the possibility of jail time.
Bernard
109. Bernard knew, consciously avoided knowing, or was reckless in not
knowing that the material nonpublic information about the Acquisition had been
divulged in a breach of a duty of trust and confidence for personal benefit.  As Qsar’s
direct tippee, Bernard of course knew that he and Qsar were close friends.  Bernard
admitted that he understood his actions were illegal.
110. After communicating material nonpublic information to Individual 3,
Bernard and Individual 3 attempted to conceal their conduct, exchanging text
messages that included the coded statement, “Need TACOma to come through[.]”
111. Bernard knew or was reckless in not knowing that the information was
material and nonpublic, he used the material nonpublic information in the purchase of

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securities, and this information was a substantial factor in his decision to purchase
securities.  And Bernard communicated material nonpublic information about the
Acquisition to Lambert, Bernard’s brother and Individual 3 knowing, consciously
avoiding knowing, or being reckless in not knowing that the information Bernard
disclosed would be used to trade securities.
Lambert
112. Lambert knew, consciously avoided knowing, or was reckless in not
knowing that the material nonpublic information about the Acquisition had been
divulged in a breach of a duty of trust and confidence for personal benefit.  As Qsar’s
direct tippee, Lambert of course knew that he and Qsar were close friends.
113. Lambert admitted that after Del Taco announced the Acquisition and he
sold his TACO call options, he “didn’t . . . want to be anywhere close to the
relationship” with the Finance Employee.
114. Lambert knew or was reckless in not knowing that the information was
material and nonpublic, he used the material nonpublic information in the purchase of
securities, and this information was a substantial factor in his decision to purchase
securities.  And Lambert communicated material nonpublic information about the
Acquisition to his cousin knowing, consciously avoiding knowing, or being reckless
in not knowing that the information Lambert disclosed would be used to trade
securities.
FIRST CLAIM FOR RELIEF
Fraud in Connection with the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(Against All Defendants)
115. The SEC realleges and incorporates by reference paragraphs 1 through
114 above.

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116. Qsar learned material nonpublic information from the Finance
Employee. Qsar knew or was reckless in not knowing, that the information he
possessed concerning the Acquisition was material nonpublic information.
117. At all relevant times, Qsar had a relationship of trust and confidence
with the Finance Employee that required him to keep nonpublic information
regarding the Acquisition confidential.  Qsar knew, or was reckless in not knowing,
that he owed the Finance Employee a duty of trust or confidence to keep the material
nonpublic information he possessed concerning the Acquisition confidential.  Qsar,
with scienter, breached that duty by using that information to trade TACO securities
and by tipping his close friends Witherspoon and Individual 1 (who were also his
teammates at the time), Bernard and Lambert (his close friends and former
teammates), and his father for the benefit of making a gift to a close friend or relative.
118. Witherspoon, Bernard, and Lambert each knew, consciously avoided
knowing, or was reckless in not knowing, that the material nonpublic information
about the Acquisition had been divulged in breach of a duty of trust and confidence
for personal benefit.
119. Witherspoon, Bernard, and Lambert each used the material nonpublic
information about the Acquisition in trading Del Taco securities.
120. Witherspoon, with scienter, communicated material nonpublic
information to his high school friend, Individual 2, with the intention that Individual
2 would use the information to trade Del Taco securities and for the personal benefit
of making a gift to a close friend.
121. Bernard, with scienter, communicated material nonpublic information to
his brother and his former college teammate and close friend, Individual 3, with the
intention that his brother and Individual 3 would each use the information to trade
Del Taco securities and for the personal benefit of making a gift to a close friend or
relative.

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122. Lambert, with scienter, communicated material nonpublic information to
his cousin with the intention that his cousin would use the information to trade Del
Taco securities, and for the personal benefit of making a gift of information to a
relative.
123. By engaging in the conduct described above, Defendants Qsar,
Witherspoon, Bernard, and Lambert, directly or indirectly, in connection with the
purchase or sale of a security, by the use of means or instrumentalities of interstate
commerce, of the mails, or of the facilities of a national securities exchange: (a)
employed devices, schemes, or artifices to defraud; (b) made untrue statements of a
material fact or omitted to state a material fact necessary in order to make the
statements made, in the light of the circumstances under which they were made, not
misleading; or (c) engaged in acts, practices, or courses of business which operated or
would operate as a fraud or deceit upon other persons.
124. By engaging in the conduct described above, Defendants Qsar,
Witherspoon, Bernard, and Lambert violated, and unless restrained and enjoined will
continue to violate, Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules
10b-5 thereunder, 17 C.F.R. § 240.10b-5.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants committed the
alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure permanently enjoining Defendants Qsar, Witherspoon, Bernard, and
Lambert and their officers, agents, servants, employees and attorneys, and those
persons in active concert or participation with any of them, who receive actual notice
of the judgment by personal service or otherwise, and each of them, from violating

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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.
III.
Order Defendants Qsar, Witherspoon, Bernard, and Lambert to disgorge all
funds received from their illegal conduct, together with prejudgment interest thereon
pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7), 15 U.S.C. §§ 78u(d)(5),
78u(d)(7).
IV.
Order Defendants Qsar, Witherspoon, Bernard, and Lambert to pay a civil
penalty under Section 21A of the Exchange Act, 15 U.S.C. § 78u-1.
V.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
VI.
Grant such other and further relief as this Court may determine to be just and
necessary.
Jury Demand
The SEC demands trial by jury on liability.
Dated:  March 26, 2024
  /s/ Charles E. Canter
Charles E. Canter
Sara D. Kalin
Attorneys for Plaintiff
Securities and Exchange Commission

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CHARLES E. CANTER (Cal. Bar No. 263197) 
Email:  [email protected] 
SARA D. KALIN (Cal. Bar No. 212156) 
Email:  [email protected] 
 
Attorneys for Plaintiff 
Securities and Exchange Commission  
 
Joseph G. Sansone, Chief (Market Abuse Unit) 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, New York 10004-2616 
 
Douglas M. Miller, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

JORDAN QSAR, GRANT 
WITHERSPOON, AUSTIN 
BERNARD, and CHASE LAMBERT, 

Defendants. 

 Case No. 
 
 
COMPLAINT 
 
 
Jury Trial Demanded 

 
Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

SUMMARY 

1. This case involves insider trading by Defendants Jordan Qsar (“Qsar”), 

Grant Witherspoon (“Witherspoon”), Austin Bernard (“Bernard”), and Chase 

Lambert (“Lambert”) (collectively, “Defendants”) in the securities of Del Taco 

Restaurants, Inc. (“Del Taco”).  Qsar, a minor league baseball player, returned to his 

home in the San Diego area in October 2021 during a break from baseball.  While in 

'24CV0570 BLMAJB

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San Diego, he socialized with a close friend who worked as a finance employee (the 

“Finance Employee”) for Jack in the Box Inc. (“Jack in the Box”).  In the fall of 

2021, the Finance Employee was working on Jack in the Box’s acquisition of Del 

Taco (the “Acquisition”) and shared this material nonpublic information with Qsar in 

confidence and under the understanding that Qsar would not trade on the information 

or disclose it to others.       

2. Instead, Qsar misappropriated the confidential information from the 

Finance Employee, purchasing call options for Del Taco stock (“TACO call options”) 

between mid-October and late November 2021. 

3. Qsar also tipped Defendants Bernard, Witherspoon, and Lambert, and all 

three of them purchased TACO call options, largely the same series of TACO call 

options Qsar bought. 

4. Qsar disclosed this information to his co-Defendants in breach of his 

duty of trust and confidence for personal benefit, expecting them to trade.  Bernard, 

Witherspoon, and Lambert each were aware that the information had been divulged 

in breach of a duty of trust and confidence for personal benefit.   And each Defendant 

traded on the basis of this material nonpublic information.   

5. As a result of Jack in the Box’s announcement of the Acquisition in 

December 2021, Del Taco’s stock price rose by 66%.  Qsar, Bernard, Witherspoon, 

and Lambert sold their options and made about $189,000 in combined trading profits.          

6. By engaging in the conduct alleged in this complaint, Defendants 

violated the antifraud provisions of the federal securities laws, specifically, Section 

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

and Rule 10b-5 promulgated under the Exchange Act, 17 C.F.R. § 240.10b-5.  The 

SEC seeks permanent injunctions, disgorgement of all ill-gotten gains, and civil 

penalties. 

JURISDICTION AND VENUE 

7. The Court has jurisdiction over this action pursuant to Sections 21(d)(1), 

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21(d)(3)(A), 21A and 27(a) of the Exchange Act, 15 U.S.C. §§ 78u(d), 78u-1 & 78aa. 

8. The SEC brings this action under Section 21(d) and 21A of the 

Exchange Act, 15 U.S.C. §§ 78u(d), 78u-1.  Defendants, directly or indirectly, made 

use of the means or instrumentalities of interstate commerce, of the mails, or of the 

facilities of a national securities exchange in connection with the transactions, acts, 

practices, and courses of business alleged in this complaint.  

9. Venue is proper in this district pursuant to Section 27(a) of the Exchange 

Act, 15 U.S.C. § 78aa(a), because certain of the transactions, acts, practices, and 

courses of conduct constituting violations of the federal securities laws occurred 

within this district.  In addition, venue is proper in this district because Qsar and 

Bernard reside in this district. 

THE DEFENDANTS 

10. Jordan Qsar, age 28, resides in El Cajon, California.  Qsar played 

baseball for Pepperdine University (“Pepperdine”), then for minor league teams 

affiliated with the Tampa Bay Rays (“Rays”) and other organizations. 

11. Austin Bernard, age 27, resides in Oceanside, California.  Bernard 

played baseball at Pepperdine with Qsar, and then for minor league teams.  He 

recently signed to play with a baseball team in India.     

12. Grant Witherspoon, age 27, resides in Littleton, Colorado.  

Witherspoon played baseball with Qsar on a minor league team affiliated with the 

Rays.  He now plays baseball in Mexico.   

13. Chase Lambert, age 27, resides in Malibu, California.  Lambert played 

baseball at Pepperdine with Qsar, and then for minor league teams. He currently 

works as an electrician and baseball coach. 

RELEVANT ENTITIES AND INDIVIDUALS 

14. Del Taco Restaurants, Inc., was a Delaware company headquartered in 

Lake Forest, California, until March 8, 2022, after which it was acquired by a 

subsidiary of Jack in the Box.  Del Taco was an SEC-reporting company quoted on 

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the NASDAQ Stock Market under the symbol “TACO,” and had shares registered 

pursuant to Section 12(b) of the Exchange Act.     

15. Jack in the Box Inc., is a Delaware company headquartered in San 

Diego, California.  Jack in the Box operates and franchises quick serve restaurants 

and is one of the nation’s largest hamburger chains.  It is an SEC-reporting company 

quoted on the NASDAQ Global Select Market under the symbol “JACK,” and has 

shares registered pursuant to Section 12(b) of the Exchange Act.   

16. Finance Employee was, at all relevant times, employed by Jack in the 

Box to work on finance-related matters.  The Finance Employee had knowledge of 

the Acquisition and was responsible for, among other things, tasks related to the 

Acquisition due diligence process. 

COMMONLY-USED TRADING TERMS 

17. A stock option, commonly referred to as an “option,” gives its 

purchaser-holder the right, but not the obligation, to buy or sell shares of an 

underlying stock at a specified price per share (the “strike price”) within a specific 

period of time prior to the expiration date (“expiration”).  Options are generally sold 

in “contracts,” which give the option holder the opportunity to buy or sell 100 shares 

of an underlying stock. 

18. A “call” option gives the purchaser-holder of the option the right to 

purchase a security at a specified strike price prior to expiration.  A call option is “out 

of the money” when the strike price is above the current market price of the 

underlying security and “in the money” when the strike price is below the market 

price. Generally, the buyer of an out-of-the-money call option anticipates that the 

market price of the underlying security will increase so that the option will be in the 

money before the option expires, thus providing a profit to the holder of the option. 

19. Options are often listed in “series,” which consist of the options on a 

given security with the same strike price and same expiration date. 

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THE ALLEGATIONS 

A. Background 

1. Relationships Among the Defendants 

20. In the mid-2010s, Qsar, Bernard, Lambert, and the Finance Employee 

attended Pepperdine and played on the school’s baseball team together.   

21. After graduating, they moved away to play baseball for different minor 

league teams or pursue other career opportunities but remained close friends. 

22. The Finance Employee was closest with Qsar. 

23. The Finance Employee and Qsar shared confidences, including about 

their romantic relationships and their personal financial information. 

24. The Finance Employee trusted Qsar to maintain those confidences, and 

Qsar knew that the Finance Employee expected him to maintain those confidences 

and not to misappropriate information shared with Qsar for his own benefit. 

25. During 2021, Qsar, Bernard, Lambert, and the Finance Employee would 

sometimes socialize in the San Diego area if they were all in Southern California at 

the same time. 

26. Qsar and Witherspoon were both drafted by the Rays in 2018 and played 

on various minor league teams affiliated with the organization. 

27. During fall 2021, Qsar and Witherspoon played for the same minor 

league baseball team and were close friends and roommates.  

2. Finance Employee’s Involvement in the Transaction 

28. The Finance Employee began working for Jack in the Box as a Senior 

Associate, Strategic Finance, in August 2021. 

29. He became aware of the Acquisition in mid-September 2021, and was 

part of the deal team. The Finance Employee’s responsibilities included coordinating 

the due diligence effort and conducting financial analysis. 

30. The Finance Employee was privy to information such as Acquisition 

timing and draft merger agreements.   

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31. The information the Finance Employee had about the Acquisition was 

material nonpublic information. 

32. In connection with his employment, the Finance Employee signed a 

confidentiality agreement and understood that information he received related to the 

Acquisition was confidential. 

B. DEFENDANTS’ INSIDER TRADING SCHEME 

1. Qsar Misappropriates Material Nonpublic Information Shared in 

Confidence by the Finance Employee 

33. During summer 2021, Qsar was on the road playing baseball.  He 

returned to San Diego on or about October 2, 2021, and he, the Finance Employee, 

and several other friends—including Bernard and Lambert—went out together 

drinking.  

34. Qsar learned about the Acquisition from the Finance Employee on or 

about October 2, 2021. 

35. While Qsar was still in San Diego, he told Witherspoon about the 

Acquisition. 

36. Around the same time, Qsar also told another Rays teammate, Individual 

1, about the Acquisition. 

37. Qsar, Witherspoon, and Individual 1 were all in different parts of the 

country at the time, and they began exchanging text messages about investing in Del 

Taco. 

38. In their initial texts, Qsar, Witherspoon, and Individual 1 demonstrated 

that they knew they had obtained material nonpublic information by attempting to 

concoct an alternative explanation for their eventual trades. 

39. For example, on or about October 5, 2021, Witherspoon texted Qsar and 

Individual 1, “[c]heck out this stock guys Del taco, this chart is looking bullish to me.  

Might try to gamble on some options or something, I love to eat at del taco.” 

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40. At the time of the text message, Del Taco stock was trading at about 

$8.74 per share. 

41. Qsar responded, “I’m thinking about it too[.] Chart looks primed to 

boom[.] What’s it [sic] 52 week high?” 

42. Witherspoon responded, “$11.99[.] Could see it hitting $10 easy[.]” 

43. Qsar responded, “If we break 10 new 52 week highs could follow[.] The 

payout could be ridiculous if we buy the January 2022 calls[.]”  

44. By “January 2022 calls,” Qsar was referring to TACO call options with a 

strike price of $10 expiring in January 2022. 

45. At the time, Qsar did not know the precise timing of the Acquisition, but 

he expected it to occur before the end of the year and he knew that call options would 

provide the opportunity to make the most profit. 

46. About a week later, Qsar, Witherspoon, and Individual 1 all attended a 

baseball training camp in Florida together. 

2. Qsar and Witherspoon Start Trading on the Misappropriated 

Material Non-Public Information 

47. On October 15, 2021, while in a locker room at the training camp with 

Individual 1, Qsar and Witherspoon each bought TACO call options with a strike 

price of $10 expiring on January 21, 2022—Qsar bought 15 options for $465 and 

Witherspoon bought 113 options for $3,683. 

48. At the same time, Individual 1 also bought the same series of TACO call 

options. 

49. Qsar purchased two more of the same TACO call options on October 20, 

2021. 

50. Witherspoon purchased one of the same TACO call options on 

October 18, 2021, and 12 more of the same options on October 20, 2021. 

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3. Qsar Misappropriates More Material Nonpublic Information Shared 

in Confidence by the Finance Employee 

51. On Thursday, October 21, 2021, while texting about Del Taco, Qsar sent 

a text message to Witherspoon and Individual 1 saying, “I’m going to la tomorrow 

with my buddy and he has a call during are [sic] drive .” The “buddy” Qsar was 
referring to was the Finance Employee. 

52. Witherspoon was aware that the Finance Employee worked for Jack in 

the Box. 

53. Witherspoon responded to Qsar’s text about the drive with the Finance 

Employee, “No way,” and Qsar replied, “4 hour call    .”  
54. Witherspoon responded, “That’s incredible,” and Qsar texted back, 

“Hopefully about the good good [sic].” 

55. Later that day, Qsar texted Witherspoon and Individual 1: “I’ll have a 

full report on Saturday for you guys[.]” Witherspoon responded, “Better be good[.]” 

56. The next day, Friday, October 22, 2021, the Finance Employee and Qsar 

drove to Los Angeles.  During the drive, the Finance Employee was on a four-hour 

Zoom call about the Acquisition, which lasted more than the length of the drive. 

57. The Finance Employee took parts of the call on speaker phone and 

answered some of Qsar’s questions about the Acquisition, including providing Qsar 

with material nonpublic information about the Acquisition. 

58. The Finance Employee expected that Qsar would keep this additional 

information confidential, and Qsar was aware that the Finance Employee expected 

him to maintain its confidentiality.   

59. Nevertheless, in breach of his duty of trust and confidence to the Finance 

Employee, Qsar divulged the additional information shared with him during the drive 

to Witherspoon and Individual 1, expecting that this information would be used in 

securities trading. 

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4. Qsar and Witherspoon Continue Trading on the Misappropriated 

Material Non-Public Information 

60. After the October 22, 2021 drive with the Finance Employee, Qsar 

bought additional securities on the basis of the material nonpublic information about 

the Acquisition and encouraged others to do so. 

61. Between October 23, 2021, and November 30, 2021, Qsar bought 176 

TACO call options for $2,119. 

62. All told, between October 15, 2021, and November 30, 2021, Qsar 

bought 258 out-of-the-money TACO call options with a strike price of $10. Most of 

those options, 136 of them, expired on January 21, 2022. The remaining 122 options 

expired on December 17, 2021.  

63. Qsar spent a total of $4,099, not including fees and commissions, to buy 

the TACO call options. 

64. Qsar bought the TACO call options on the basis of material nonpublic 

information he learned from the Finance Employee about the Acquisition.   

65. On or about October 23, 2021, Individual 1 texted Qsar saying, “every 

dollar I earn hustling is going to taco[.]” Individual 1 then suggested he might “take 

everything out of saving [sic] and go all in[.]” Qsar responded, “Yeah and catch a 

case haha[.]”   

66. Witherspoon also bought more TACO call options after Qsar’s ride to 

Los Angeles with the Finance Employee. On November 2, 2021, Witherspoon bought 

58 TACO call options with a strike price of $10 and expiration date of January 21, 

2022, the same series of options he had bought in the locker room with Qsar on 

October 15, 2021. 

67. Witherspoon sold and rebought more TACO call options between 

November 3, 2021, and November 30, 2021. By November 30, 2021, Witherspoon 

was holding 204 out-of-the-money TACO call options with a strike price of $10, 182 

of which expired on January 21, 2022, and the remaining 22 options expired on 

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December 17, 2021, the same two series Qsar had bought. Witherspoon paid a total 

of $5,157 for the options, not including fees and commissions. 

5. Witherspoon bought the TACO call options on the basis of the 

material nonpublic information he learned from Qsar about the 

Acquisition.  Qsar Tipped Bernard and Together They Tipped 

Lambert 

68. Qsar and Bernard work out together in the off season. 

69. In October 2021, around the same time Qsar learned about the 

Acquisition and began texting about Del Taco with Witherspoon, Qsar tipped 

Bernard about the Acquisition. 

70. Bernard discussed with Qsar which options to buy to profit from the 

information that Qsar had obtained about the Acquisition. 

71. Before the Acquisition was announced, Qsar also told Bernard that the 

information about the Acquisition came from the Finance Employee.  

72. At first, Bernard lacked funds to make a large investment in TACO call 

options.  On October 20, 2021, Bernard spent $70 to buy seven TACO call options 

with a strike price of $12.50, five expiring in January 2022 and two expiring in 

March 2022.  He bought another 50 options of the $12.50 January 2022 series on 

November 4, 2021.  

73. By mid-November, however, Bernard had acquired more funds and he 

began purchasing more TACO call options. Between November 18, 2021, and 

December 2, 2021, Bernard bought 313 TACO call options, all but 40 of which were 

the same two series Qsar had bought.  

74. By December 3, 2021, Bernard was holding 370 out-of-the-money 

TACO call options for which he had paid a total of $3,720. 

75. Bernard bought the TACO call options on the basis of the material 

nonpublic information he learned from Qsar about the Acquisition.   

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76. After Qsar tipped Bernard, he and Bernard had an in-person 

conversation with Lambert in San Diego. Qsar and Bernard communicated material 

nonpublic information to Lambert about the Acquisition and recommended that 

Lambert buy TACO call options. 

77. Lambert knew that the Finance Employee worked for Jack in the Box.  

78. Like Bernard, Lambert also lacked funds to buy TACO call options 

when he first learned of the Acquisition.  

79. On December 1, 2021, Lambert bought 114 TACO call options for 

$1,710. All these options had a strike price of $10 and an expiration date of 

January 21, 2022, the same options series the other Defendants had purchased. 

80. Lambert bought the TACO call options on the basis of the material 

nonpublic information he learned from Qsar and Bernard about the Acquisition.   

C. Other Communication of Material Nonpublic Information about the 

Acquisition by the Defendants 

81. In addition to tipping Witherspoon, Bernard, Lambert, and Individual 1, 

Qsar also tipped his father about the Acquisition. 

82. Qsar’s father, with Qsar’s assistance, bought TACO call options. 

83. Witherspoon communicated material nonpublic information about the 

Acquisition to his high school friend, Individual 2. 

84. Individual 2 bought TACO call options. 

85. In addition to his communications with Lambert, Bernard communicated 

material nonpublic information about the Acquisition to his brother and another 

former baseball player from Pepperdine, Individual 3, both of whom bought TACO 

call options. 

86. Lambert also communicated material nonpublic information about the 

Acquisition to his cousin. 

87. Lambert’s cousin bought TACO call options. 

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D. The Announcement of the Acquisition and Defendants’ Illegal Profits 

88. Between October 15 and December 3, 2021, TACO’s stock price never 

closed above $8.67. 

89. On Monday, December 6, 2021, Jack in the Box and Del Taco 

announced that Jack in the Box was acquiring Del Taco through a stock purchase 

transaction valued at about $575 million or $12.51 per share.  

90. Following the announcement of the Acquisition, Del Taco’s stock price 

rose by 66% to $12.40, and the Defendants sold their TACO call options.  

91. Qsar made about $56,500 in trading profits. 

92. Witherspoon made about $42,800 in trading profits. 

93. Bernard made about $64,700 in trading profits. 

94. Lambert made about $25,100 in trading profits. 

95. Qsar received a personal benefit from tipping, including the benefit of 

providing a gift of confidential information to his close personal friends and a family 

member, including the other Defendants, his friends, teammates, former teammates, 

and his father. 

E. Defendants’ Knowledge  

96. Each Defendant acted with scienter; each had intent to deceive or 

defraud.   

97. The tipper, Qsar, defrauded and betrayed the confidence of the Finance 

Employee by trading for his own account and repeatedly tipping his close friends and 

his father for personal benefit.  

98. The tippee Defendants (Witherspoon, Bernard, and Lambert) traded on 

this information and communicated it to others, despite their awareness that the 

material nonpublic information about the Acquisition that they received from Qsar 

was from an unlawful source.   

99. All the Defendants traded in TACO call options, many of the same 

series. 

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Qsar 

100. Qsar acted with scienter in misappropriating the material nonpublic 

information he learned about the Acquisition from the Finance Employee and trading 

on it and tipping others.   

101. Qsar owed a duty of trust and confidence to the Finance Employee.  The 

Finance Employee communicated material nonpublic information about the 

Acquisition to Qsar as part of their history, pattern, and practice of sharing 

confidences, expected Qsar to maintain its confidentiality by not disclosing it to 

others or trading on it, and Qsar knew or was reckless in not knowing that the 

Finance Employee expected Qsar to maintain its confidentiality by not disclosing it to 

others or trading on it.   

102. Qsar admitted that he never told the Finance Employee about his trading 

because Qsar knew his conduct was wrong and regretted having betrayed his friend’s 

trust and confidence. 

103. Qsar knew or was reckless in not knowing that the information was 

material and nonpublic.  He used the information to purchase securities, and this 

information was a significant factor in his decision to purchase securities.  And Qsar 

communicated material nonpublic information about the Acquisition to Witherspoon, 

Bernard, Lambert, Individual 1, and his father knowing, consciously avoiding 

knowing, or being reckless in not knowing that the information Qsar communicated 

would be used to trade securities.   

Witherspoon 

104. Witherspoon knew, consciously avoided knowing, or was reckless in not 

knowing that the material nonpublic information about the Acquisition had been 

divulged to him in a breach of a duty of trust and confidence for personal benefit.  As 

Qsar’s direct tippee, Witherspoon of course knew that he and Qsar were close friends.   

105. Witherspoon also knew, when Qsar was driving to Los Angeles with the 

Finance Employee on October 22, 2021, that Qsar was surreptitiously attempting to 

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obtain more information about the Acquisition from the Finance Employee as 

evidenced by the text messages described in paragraphs 39-43.  

106. In text messages, Witherspoon tried to obscure the true reason he was 

buying Del Taco securities, claiming it was because he liked the food and thought the 

stock chart looked bullish.   

107. Witherspoon knew or was reckless in not knowing that the information 

was material and nonpublic, he used the material nonpublic information in the 

purchase of securities, and this information was a substantial factor in his decision to 

purchase securities.  And Witherspoon communicated material nonpublic information 

about the Acquisition to Individual 2 knowing, consciously avoiding knowing, or 

being reckless in not knowing that the information Witherspoon disclosed would be 

used to trade securities.   

108. In a conversation between Witherspoon and Qsar on December 13, 

2022, Qsar told Witherspoon that the Finance Employee was upset because he had 

received a list of individuals who had traded Del Taco securities that included Qsar 

and Witherspoon, and anticipated questions about their trading in Del Taco.  In 

response, Witherspoon raised the possibility of jail time.   

Bernard 

109. Bernard knew, consciously avoided knowing, or was reckless in not 

knowing that the material nonpublic information about the Acquisition had been 

divulged in a breach of a duty of trust and confidence for personal benefit.  As Qsar’s 

direct tippee, Bernard of course knew that he and Qsar were close friends.  Bernard 

admitted that he understood his actions were illegal.  

110. After communicating material nonpublic information to Individual 3, 

Bernard and Individual 3 attempted to conceal their conduct, exchanging text 

messages that included the coded statement, “Need TACOma to come through[.]” 

111. Bernard knew or was reckless in not knowing that the information was 

material and nonpublic, he used the material nonpublic information in the purchase of 

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securities, and this information was a substantial factor in his decision to purchase 

securities.  And Bernard communicated material nonpublic information about the 

Acquisition to Lambert, Bernard’s brother and Individual 3 knowing, consciously 

avoiding knowing, or being reckless in not knowing that the information Bernard 

disclosed would be used to trade securities.   

Lambert 

112. Lambert knew, consciously avoided knowing, or was reckless in not 

knowing that the material nonpublic information about the Acquisition had been 

divulged in a breach of a duty of trust and confidence for personal benefit.  As Qsar’s 

direct tippee, Lambert of course knew that he and Qsar were close friends.   

113. Lambert admitted that after Del Taco announced the Acquisition and he 

sold his TACO call options, he “didn’t . . . want to be anywhere close to the 

relationship” with the Finance Employee.   

114. Lambert knew or was reckless in not knowing that the information was 

material and nonpublic, he used the material nonpublic information in the purchase of 

securities, and this information was a substantial factor in his decision to purchase 

securities.  And Lambert communicated material nonpublic information about the 

Acquisition to his cousin knowing, consciously avoiding knowing, or being reckless 

in not knowing that the information Lambert disclosed would be used to trade 

securities.   

FIRST CLAIM FOR RELIEF 

Fraud in Connection with the Purchase or Sale of Securities 

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

(Against All Defendants) 

115. The SEC realleges and incorporates by reference paragraphs 1 through 

114 above. 

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116. Qsar learned material nonpublic information from the Finance 

Employee. Qsar knew or was reckless in not knowing, that the information he 

possessed concerning the Acquisition was material nonpublic information. 

117. At all relevant times, Qsar had a relationship of trust and confidence 

with the Finance Employee that required him to keep nonpublic information 

regarding the Acquisition confidential.  Qsar knew, or was reckless in not knowing, 

that he owed the Finance Employee a duty of trust or confidence to keep the material 

nonpublic information he possessed concerning the Acquisition confidential.  Qsar, 

with scienter, breached that duty by using that information to trade TACO securities 

and by tipping his close friends Witherspoon and Individual 1 (who were also his 

teammates at the time), Bernard and Lambert (his close friends and former 

teammates), and his father for the benefit of making a gift to a close friend or relative.   

118. Witherspoon, Bernard, and Lambert each knew, consciously avoided 

knowing, or was reckless in not knowing, that the material nonpublic information 

about the Acquisition had been divulged in breach of a duty of trust and confidence 

for personal benefit. 

119. Witherspoon, Bernard, and Lambert each used the material nonpublic 

information about the Acquisition in trading Del Taco securities.  

120. Witherspoon, with scienter, communicated material nonpublic 

information to his high school friend, Individual 2, with the intention that Individual 

2 would use the information to trade Del Taco securities and for the personal benefit 

of making a gift to a close friend.  

121. Bernard, with scienter, communicated material nonpublic information to 

his brother and his former college teammate and close friend, Individual 3, with the 

intention that his brother and Individual 3 would each use the information to trade 

Del Taco securities and for the personal benefit of making a gift to a close friend or 

relative.  

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122. Lambert, with scienter, communicated material nonpublic information to 

his cousin with the intention that his cousin would use the information to trade Del 

Taco securities, and for the personal benefit of making a gift of information to a 

relative. 

123. By engaging in the conduct described above, Defendants Qsar, 

Witherspoon, Bernard, and Lambert, directly or indirectly, in connection with the 

purchase or sale of a security, by the use of means or instrumentalities of interstate 

commerce, of the mails, or of the facilities of a national securities exchange: (a) 

employed devices, schemes, or artifices to defraud; (b) made untrue statements of a 

material fact or omitted to state a material fact necessary in order to make the 

statements made, in the light of the circumstances under which they were made, not 

misleading; or (c) engaged in acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon other persons. 

124. By engaging in the conduct described above, Defendants Qsar, 

Witherspoon, Bernard, and Lambert violated, and unless restrained and enjoined will 

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

10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendants committed the 

alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure permanently enjoining Defendants Qsar, Witherspoon, Bernard, and 

Lambert and their officers, agents, servants, employees and attorneys, and those 

persons in active concert or participation with any of them, who receive actual notice 

of the judgment by personal service or otherwise, and each of them, from violating 

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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. 

III. 

Order Defendants Qsar, Witherspoon, Bernard, and Lambert to disgorge all 

funds received from their illegal conduct, together with prejudgment interest thereon 

pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7), 15 U.S.C. §§ 78u(d)(5), 

78u(d)(7).  

IV. 

Order Defendants Qsar, Witherspoon, Bernard, and Lambert to pay a civil 

penalty under Section 21A of the Exchange Act, 15 U.S.C. § 78u-1.  

V. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

VI. 

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

necessary. 

Jury Demand 

The SEC demands trial by jury on liability. 

Dated:  March 26, 2024  
  /s/ Charles E. Canter  

Charles E. Canter 
Sara D. Kalin 
Attorneys for Plaintiff 
Securities and Exchange Commission 
 

 
 

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