SEC v. Joseph M. Dupont; Shawn P. Cronin; Stanley Kaplan; Paul Feldman; and Jarett G. Mendoza, No. 1:23-cv-05565, Southern District of New York (July 5, 2023) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Thomas P. Smith, Jr.
Alison T. Conn
Margaret Spillane
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0934 (Spillane)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

JOSEPH M. DUPONT,
SHAWN P. CRONIN,
STANLEY KAPLAN,
PAUL FELDMAN and
JARETT G. MENDOZA

                                             Defendants.

COMPLAINT

23 Civ. 5565 (       )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants Joseph M. Dupont (“Dupont”), Shawn P. Cronin (“Cronin”), Stanley Kaplan
(“Kaplan”), Paul Feldman (“Feldman”) and Jarett G. Mendoza (“Mendoza”) (collectively,
“Defendants”), alleges as follows:

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SUMMARY
1. This case involves insider trading by Dupont, Cronin, Kaplan, Feldman and
Mendoza in the securities of Portola Pharmaceuticals, Inc. (“Portola”) in advance of the May 5,
2020 announcement of a tender offer by Alexion Pharmaceuticals, Inc. (“Alexion”) to acquire
Portola (the “Announcement”).
2. Dupont was a senior employee at Alexion and, beginning on or about January 30,
2020, he worked on the company’s potential acquisition of Portola (“the Alexion-Portola Deal”).
Dupont tipped Cronin – one of his closest friends – material nonpublic information about the
Alexion-Portola Deal in breach of a duty of trust and confidence to Alexion.
3. Cronin traded on the information that Dupont had tipped him, purchasing Portola
stock and call options – including short-term, out of the money call options – ahead of the
Announcement. In addition to trading for his own account, Cronin unlawfully provided the
material nonpublic information he received from Dupont to his friend Kaplan, who then, in turn,
unlawfully further passed the information to his friend and colleague, Feldman.
4. Kaplan and Feldman each traded on the information to purchase Portola stock and
call options, including short-term, out of the money call options, ahead of the Announcement.
Kaplan and Feldman also unlawfully provided the material nonpublic information to several of
their relatives and colleagues, who also purchased Portola securities ahead of the Announcement.
5. Cronin further unlawfully tipped material nonpublic information about the
Alexion-Portola Deal to his close friend Mendoza, who was also Dupont’s close friend. Mendoza
then traded on that information, purchasing Portola stock ahead of the Announcement.

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6. The flow of material nonpublic information is depicted below.

7. Portola’s stock price increased by over 130% on the day of the Announcement.
Cronin, Kaplan, Feldman and Mendoza collectively profited by more than $2.3 million from
their unlawful insider trading. Kaplan’s and Feldman’s successive tippees profited by
approximately $1.7 million.
VIOLATIONS
8. By virtue of the foregoing conduct and as alleged further herein, Defendants have
violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15
U.S.C. §§ 78j(b) and 78n(e)], and Rules 10b-5 and 14e-3 thereunder [17 C.F.R. §§ 240.10b-5
and 240.14e-3].
9. Unless Defendants are restrained and enjoined, they 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
10. The Commission brings this action pursuant to the authority conferred upon it by

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Exchange Act Sections 21(d) [15 U.S.C. § 78u(d)] and 21A(a) [15 U.S.C. § 78u-1(a)].
11. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws and rules this Complaint alleges they have violated;
(b) ordering Defendants Cronin, Kaplan, Feldman and Mendoza to disgorge all ill-gotten gains
they 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), and 78u(d)(7)]; (c) ordering Defendants to pay civil money penalties pursuant to
Exchange Act Section 21A(a) [15 U.S.C. § 78u-1(a)]; (d) permanently prohibiting Defendants
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
12. This Court has jurisdiction over this action pursuant to Exchange Act Section 27
[15 U.S.C. § 78aa].
13. Defendants, directly and indirectly, have 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.
14. Venue lies in this District under Exchange Act Section 27 [15 U.S.C. § 78aa].
Certain Defendants may be found in, are inhabitants of, or transact business in the Southern
District of New York, and certain of the acts, practices, transactions, and courses of business
alleged in this Complaint occurred within this District. At all relevant times, the common stock

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of Portola traded publicly on the Nasdaq Stock Market (“Nasdaq”), which is headquartered in
New York, New York. Further, at all relevant times, Kaplan and Feldman both worked in
Dutchess County, New York, where Feldman also resided.
DEFENDANTS
15. Joseph M. Dupont, age 44, resides in Rehoboth, MA. At all relevant times,
Dupont was Vice President of Business Operations and Commercial Effectiveness at Alexion,
and resided in North Dighton, MA. Dupont is currently employed at another public reporting
company. Dupont is, and was at all relevant times, a reserve officer with the Dighton Police
Department.
16. Shawn P. Cronin, age 43, is a resident of Dighton, MA. At all relevant times,
Cronin was a Sergeant in the Dighton Police Department. He became its Chief in August 2022.
17. Jarett G. Mendoza, age 44, resides in North Dighton, MA. At all relevant times,
he was employed as a Regional Sales Director for a public reporting company that sells medical
devices.
18. Stanley Kaplan, age 45, resides in Hopewell Junction, NY. Between January
2020 and approximately August 2020, he was living in Brooklyn, NY. At all relevant times,
Kaplan was a medical doctor, worked at a hospital (the “Hospital”) in Poughkeepsie, NY, and
had additional part-time positions practicing in the Bronx and in Kingston, NY.
19. Paul Feldman, age 48, resides in Poughquag, NY. At all relevant times, he was a
medical doctor who also worked at the Hospital; he also owned a clinic with locations in the
Hudson Valley area of NY.
RELEVANT ENTITIES
20. Portola was at all relevant times a Delaware corporation headquartered in San

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Francisco, CA. Portola was a biopharmaceutical company that developed and commercialized
new drug treatments for hematologic diseases and inflammation. Portola’s common stock traded
on the Nasdaq under the ticker “PTLA,” and its options traded on multiple exchanges. Alexion’s
tender offer and subsequent merger with Portola were completed on July 2, 2020.
21. Alexion was at all relevant times a Delaware corporation headquartered in
Boston, MA, whose common stock was listed on the Nasdaq under the ticker “ALXN.” Alexion
is a global biopharmaceutical company engaged in the research, development and marketing of
rare disease medications. In July 2021, Alexion was acquired by a foreign pharmaceutical
company whose ADRs
1
 trade on the Nasdaq, and Alexion remains an independent subsidiary of
that entity.
FACTS
I. BACKGROUND

A. Dupont Had a Duty of Trust and Confidentiality.
22. In February 2018, Dupont joined Alexion as its Executive Director of U.S. and
Latin America Commercial Operations.
23. Over the following years, Dupont worked his way up to the position of Vice
President of Business Operations and Commercial Excellence.
24. At all relevant times, Dupont had been advised and acknowledged that the
possibility of a business combination between Alexion and Portola – and the related discussions
and due diligence – constituted nonpublic, confidential information, and that he had a duty not to
disclose that information.
25. Alexion had multiple policies requiring its employees to keep sensitive

1
 An American Depositary Receipt (“ADR”) is a security that represents shares of non-U.S.
companies that are held by a U.S. depositary bank outside the U.S.

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information confidential, and prohibiting insider trading. As an Alexion employee, Dupont
received, signed and acknowledged these policies.
26. Alexion’s “Policy Regarding Company Information and Transactions in Company
Securities,” prohibited insider trading and required Alexion employees not to disclose “material
nonpublic information concerning another company obtained in the course and scope of your
work with Alexion . . . to another person unless that person has a legitimate business need to
know the information.”
27. The policy defined insider trading to include “communicating (‘tipping’)”
“material nonpublic information regarding another company obtained in the official course and
scope of employment (or other relationship) with Alexion to another person following which that
person either buys or sells the securities of that company or advises others to do so.” The policy
provided examples of material nonpublic information, which included “merger or acquisition
proposals or agreements or tender offers[.]”
28. Dupont signed a copy of this policy when he was hired by Alexion in February
2018, acknowledging that he had received and reviewed it. Dupont received a copy of this policy
approximately once every quarter, including in December 2019 and March 2020, as an
attachment to a regular reminder of trading restrictions.
29.  Alexion’s policies prohibiting the sharing of confidential information and insider
trading were also reiterated in Alexion’s Employee Handbook and Code of Ethics and Business
Conduct, which Dupont also acknowledged receiving and agreed to abide by.
B. Relationships Among the Defendants and the Successive Tippees
30. At all times relevant to this Complaint, Dupont and Cronin were very close
friends. Mendoza was also very close friends with both Dupont and Cronin during this period.

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They all grew up in the area of Dighton, Massachusetts, and had known each other since
childhood.
31. At all relevant times, Dupont, Cronin and Mendoza lived within 4 to 6 miles of
each other in the Dighton area, and spent significant time together. They socialized in person in a
variety of ways: one-on-one, in a group of the three of them, with larger groups of friends and
together with their families.
32. During 2020, the year the events alleged in this Complaint took place, Dupont,
Cronin and Mendoza also vacationed together several times, including trips one-on-one and in a
group of the three of them. Dupont’s family also took family vacations with Cronin’s family and,
separately, with Mendoza’s family. Dupont and Cronin owned vacation properties near each
other in the Madeira Beach, Florida area.
33. Dupont, Cronin and Mendoza also spoke frequently by phone and communicated
by text message, both one-on-one and in groups.
34. At all relevant times, Cronin and Mendoza were aware that Dupont had a high-
level position at Alexion, and that he was privy to sensitive commercial information in his role.
35. At the time the insider trading took place, Cronin was a Sergeant with the Dighton
Police Department, and Dupont, as a reserve officer, was subordinate to Cronin.
36. At all relevant times, Cronin was friends with Kaplan, and their families
socialized. Cronin and his family visited the Kaplan family in Brooklyn on or around February
22, 2020. After that visit, Kaplan saved Cronin’s contact information.
37. At all relevant times, Kaplan exchanged text messages and phone calls, including
person-to-person instant messaging and video calling, with Cronin and, separately, with his
relative who traded in Portola securities (“Kaplan Relative”).

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38. At all relevant times, Kaplan and Feldman both worked at the Hospital. They
were work colleagues and friends, with both a professional and social relationship. They had
meetings at the Hospital, communicated by text and by phone, and socialized together outside of
work. They also discussed investments and trading. Kaplan and Feldman occasionally texted in
Russian together.
39. At all relevant times, Feldman was work colleagues and had a personal
relationship with an individual who was also employed at the Hospital (“Colleague 3”).
40. At all relevant times, Feldman communicated with Kaplan, Colleague 3 and his
other successive tippees by text message and phone, including on platforms that provide for
person-to-person instant messaging and video calling.
C. Alexion’s Substantial Steps to Acquire Portola by Tender Offer
41. The Alexion Board of Directors (“Alexion Board”) discussed a potential
acquisition of Portola on December 5, 2019.
42. By at least January 31, 2020, Alexion staff, including Dupont, began conducting
initial due diligence of Portola.
43. On February 27, 2020, Alexion executives conveyed to Portola executives,
verbally and in a non-binding letter, Alexion’s interest in acquiring Portola for $18.00 per share,
payable in cash and subject to a variety of conditions.
44. Between March 7 and March 17, 2020, Alexion and Portola executives further
discussed the proposal, Alexion involved or engaged outside legal counsel and an investment
banker to assist in the potential deal, and Alexion’s senior management discussed the potential
acquisition of Portola with the Alexion Board.
45. On April 1, 2020, Alexion submitted a revised non-binding indication of interest

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to acquire Portola for $18.00 per share of Portola common stock, payable in cash. The proposal
indicated that Alexion would agree to standstill restrictions in exchange for Portola granting
Alexion an exclusivity period expiring on May 6, 2020.
46. On April 4, 2020, the companies finalized and entered into a confidentiality
agreement.
47. From early April 2020 through May 4, 2020, Alexion and its professional
advisors engaged in additional due diligence of Portola, and the companies and their
representatives exchanged draft merger agreements and discussed related issues. For example, on
April 8, 2020, Portola leadership made a commercial due diligence presentation to Alexion staff,
which Dupont attended.
48. On April 30, 2020, the Alexion Board unanimously adopted formal resolutions
approving the tender offer and merger agreement.
49. On May 4, 2020, the Portola Board met and approved the merger agreement.
50. On May 5, 2020, the parties signed the merger agreement.
II. DUPONT TIPS CRONIN, THEN CRONIN AND KAPLAN UNLAWFULLY PASS
ON THE INFORMATION, AND CRONIN, KAPLAN AND FELDMAN
UNLAWFULLY TRADE.
A. Dupont is Entrusted with Material Non-Public Information about the
Alexion-Portola Deal, and Regularly Communicates with Cronin.
51. On approximately January 30, 2020, Dupont’s supervisors at Alexion asked him
to work on the Alexion-Portola Deal. Dupont was tasked with helping to analyze whether, and
how, Alexion could better execute on the commercialization of one of Portola’s drugs.
52. From January 31 until at least May 5, 2020, when the acquisition was announced,
Dupont had high-level involvement in the Alexion-Portola Deal.
53. From January 31 through May 2020, Dupont received and acknowledged

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transaction-specific notices that all information about the Alexion-Portola Deal must remain
strictly confidential.
54. Dupont was significantly involved in the commercial due diligence for the
possible deal. Dupont worked with other Alexion managers to summarize the due diligence in
reports and recommendations to executives and Alexion’s Board.
55. Dupont received regular emails concerning the acquisition and was involved in
numerous meetings during which Alexion staff discussed and prepared for significant milestones
in the deal progression.
56. Because Dupont was also expected to have responsibility for the integration of
Portola into Alexion after the acquisition, he was regularly informed of the expected date that the
acquisition would be announced.
57. Meanwhile, Dupont and Cronin were in regular contact and often physically
together in the same location. For example, when Dupont first learned about the Alexion-Portola
Deal, he was vacationing in Miami with Cronin and Mendoza. And, during President’s Day
weekend in mid-February 2020, while Dupont was involved in preparing a senior management
presentation to the Alexion Board of Directors, Dupont and Cronin were together with their
families in Vermont.
B. Dupont Tips Inside Information to Cronin; Cronin Passes it to Kaplan, Who
Passes it to Feldman; Cronin, Feldman and Kaplan all Trade
58. Dupont’s awareness of inside information, the timing of his contact with Cronin,
text messages between Cronin and Kaplan and Kaplan and Feldman, the timing of the trades, and
the unusual and suspicious pattern of the trades show that Dupont tipped Cronin, and that
Cronin, Kaplan and Feldman were using the information they knew about the Alexion-Portola
Deal to trade in Portola securities.

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59. At the beginning of April 2020, work on the Alexion-Portola Deal intensified.
Dupont was invited to multiple deal-related meetings, including the first commercial due
diligence meeting with Portola, scheduled for April 8, and weekly due diligence team meetings
for the next month.
60. In April 2020, Dupont and Cronin met frequently in person, and were in regular
communication by text and phone.
61. On April 3, 2020, Dupont received an email with a detailed timeline of the
anticipated progress of the Alexion-Portola Deal. The timeline highlighted that the Alexion
Board would vote on the transaction on April 30 and that the Announcement would take place on
May 4, 2020.
62. On the same day, Dupont received a notice of elevated trading restrictions and
confidentiality for the Alexion-Portola Deal. The notice instructed Dupont and other recipients
that “[g]iven the stage of negotiations” between the companies, they should continue to refrain
from trading in Portola securities, and also refrain from trading in Alexion securities. The notice
also reminded recipients, among other things, to “continue to maintain the secrecy of [the
Alexion-Portola Deal] at all times.”
63. On April 8, 2020, Dupont participated in a commercial due diligence call with
high level leadership from the companies, including both Alexion’s and Portola’s CFO.
64. The same evening, Cronin and Dupont spoke on the phone for approximately 20
minutes.
65. Later that evening, at 7:49 p.m., Cronin texted Kaplan: “Good evening, sir. If you
need something to take your mind off of the everyday battle, remember that stock I told you
about? Good time to buy.”

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66. Within the next hour, Cronin opened a new brokerage account, transferred
$10,000 into it, and placed an order to purchase 1394 shares of Portola stock. His order was
executed the following day.
67. Before this purchase, Cronin had never purchased Portola stock (or any other
Portola securities) before.
68. On April 15, 2020, at approximately 9:30 a.m., Cronin placed a short call to
Kaplan.
69. At around the same time, Kaplan transferred $5,000 into a brokerage account and
shortly thereafter purchased Portola stock.
70. Before this stock purchase, Kaplan had never purchased Portola stock (or any
other Portola securities) before.
71. No later than approximately 10:00 a.m. on April 15, Dupont was informed that an
Alexion Board discussion concerning the potential merger was scheduled for about April 23,
2020.
72. Between April 15 and April 22, Dupont played a significant role in Alexion senior
management’s preparations for the discussion about the Alexion-Portola Deal at the upcoming
Board discussion. Dupont received a copy of the draft presentation for the meeting, which
concluded that Portola represented a “compelling opportunity to immediately diversify &
generate revenue,” and recommended that Alexion “[p]roceed to binding offer and continue due
diligence/commercial planning to ensure readiness for Day 1.”
73. On April 22, 2020, after an Alexion-Portola Deal integration team call, Dupont
received an email with a post-announcement Integration Plan attached. The email, and
subsequent replies, emphasized the date of May 4, 2020, when the announcement was expected

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to take place.
74. On the same day, April 22, Dupont and Cronin spoke on the phone several times.
75. On April 22, Cronin initiated a transfer of $5,000 more into his brokerage
account.
76. On the morning of April 23, 2020, at around 7:45 a.m., Dupont texted Cronin that
he had meetings that morning.
77. On April 23, at approximately 10:00 a.m., Cronin purchased more Portola stock.
78. That day, Dupont had several calls with Alexion staff, including one of his bosses,
and spoke with Cronin by phone several times.
79. On April 23 at around 1:30 p.m., Kaplan transferred more funds into a brokerage
account and, the next day, purchased additional Portola shares.
C. As They Receive More Detailed Inside Information, Cronin, Kaplan and
Feldman Engage in Options Transactions to Maximize the Profitability of
their Insider Trading
80. On the afternoon of April 23, 2020, Feldman began executing Portola options
transactions. While Feldman had some history in trading Portola securities, he had never
engaged in Portola options transactions prior to this date.
81. On or around April 23, Cronin and Kaplan began discussing trading in Portola
stock call options.
82. A stock option, commonly referred to as an “option,” gives its purchaser/holder
the option to buy or sell shares of an underlying stock at a specified price (the “strike price”)
before a specified time (the “expiration”). Options are generally sold in “contracts,” which give
the option holder the opportunity to buy or sell 100 shares of an underlying stock. If the holder
does not exercise the option prior to the expiration date, the option expires as worthless.
83. A “call” option gives the purchaser/holder of the option the right, but not the

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obligation, to purchase a security at a specified strike price prior to expiration. Generally, the
buyer of a call option anticipates that the price of the underlying security will increase prior to
expiration. If the call option’s strike price is above the price at which the underlying stock is
trading, the call option is considered to be “out of the money,” because it would be unprofitable
to exercise the call and pay more for the stock than the price for which it could be obtained in the
market. Conversely, if the strike price is below the then-current market price, the call is
considered to be “in the money,” because one could exercise the option, obtain the stock at the
strike price, and then sell it at the higher market price for a profit. For a given expiration month,
out of the money options are typically cheaper to buy than those that are in the money.
84. These principles applied to Portola call options in April and early May 2020. That
is, it was generally cheaper to buy out of the money Portola call options, especially if the
expiration date within the short-term, i.e. in mid-May or June, giving the stock less time to
increase to meet the strike price.
85. In April 2020, Feldman was a sophisticated trader with experience trading in
stock options. In April 2020, Kaplan had some experience in securities trading but had not
previously traded in options, and did not have access to options trading in his brokerage
accounts.
86. As Kaplan was providing Feldman with information from Cronin concerning the
Alexion-Portola Deal, Feldman began providing Kaplan with guidance on options trading, and
specifically with respect to trading Portola options. Feldman sent Kaplan screenshots of his
trades and explained strategies for profitable stock option trading.
87. In April 2020, Cronin had little experience with the market and securities trading.
He was unfamiliar with trading in stock options and did not have access to options trading in his

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brokerage account.
88. As Cronin shared information with Kaplan, Kaplan also began to advise Cronin
about stock options trading, often based on the guidance he had received from Feldman.
89. From April 23, 2020 through May 3, 2020, Dupont and Cronin exchanged at least
30 phone calls.
90. From April 23 through May 1, 2020, Kaplan and Feldman spoke by phone at least
once on most days. They also exchanged at least 70 text messages.
91. From April 23 through May 4, 2020, Cronin and Kaplan exchanged at least ten
phone calls. They also exchanged at least 100 text messages.
92. On April 23, 2020, at around 3:26 p.m., Feldman texted Kaplan: “I just bought
another PTLA bull spread.” He attached a screenshot of his transaction, such that Kaplan could
see Feldman’s options transaction in Portola.
93. A bull spread or bull call spread is an options transaction that involves buying call
options with a lower strike price and selling call options with the same expiration but a higher
strike price. The transaction is profitable when the stock has a limited increase in its price, and is
cheaper than purchasing only the lower strike price option.
94. At around 3:30 p.m. and 4:10 p.m., Cronin and Kaplan exchanged brief phone
calls.
95. At around 4:15 p.m., Kaplan texted Feldman’s Portola options transaction
screenshot to Cronin. The screenshot had Feldman’s user name on it, and Kaplan texted Cronin:
“This is what he is doing.”
96. Kaplan then made a brief call to Feldman.
97. On April 24, 2020, beginning around 9:30 a.m., Feldman entered orders for more

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Portola options transactions. These orders included additional bull spreads as well shorter-term
call options with a strike price of $7.50 and a May 15 expiration date.
98. That day, April 24, Feldman and Kaplan planned to meet in person at the Hospital
shortly after 11:00 a.m.
99. The next morning, April 25 (a Saturday), Kaplan and Cronin spoke by phone for
about 15 minutes.
100. On the afternoon of April 25, Kaplan texted Feldman with a “hypothetical
question” about which options series would be more profitable. Feldman responded: “...It
depends on how confident your event occurs and the nature of the event.” Kaplan replied: “Ok.
high confidence event.” Feldman responded: “If there is a buyout even at a specified price, the
calls will equilibrate to that price (not gonna go above it)[.]” Feldman then advised Kaplan that
he could buy the May option series – i.e., the option with a shorter expiration date and thus a
shorter time by which the underlying stock price would need to rise for the option to be
profitable – “if you are super confident[.]” Kaplan responded with a wink emoji: “”
101. On April 26, after 6:00 p.m., Kaplan texted Feldman questions about one of
Alexion’s products, noting that it was “related to what we discussed yesterday.” Feldman
replied: “alexion is buying... P___?” – a furtive reference to Portola. Kaplan responded, in
Russian, “Yes.” Feldman replied: “I’m gonna owe you big.” Kaplan responded with a smile
emoji: “” Later in the text chain, Feldman advised: “After news hits, sell and go on to the
next.”
102. Also on April 26, Cronin and Kaplan texted each other to discuss their efforts to
get permission from their broker-dealers to trade options in their accounts. Kaplan texted Cronin
that he hoped the approvals would come “before Friday” – i.e., the last trading day before the

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expected May 4 announcement.
103. On April 27, 2020 (a Monday), around 8:00 a.m., Dupont received additional
documents confirming that the Announcement would go forward on May 4.
104. On the morning of April 27, Kaplan transferred $4,000 into a second brokerage
account, which had been dormant since May 2019, and purchased Portola call options at a strike
price of $7.50 and May 15 expiration. He also transferred $14,000 into a third brokerage
account.
105. On April 27, Feldman began to close out the Portola call options he sold in his
bull spreads the prior week, and purchased more call options. These purchases included more
short-term call options with May 15 and June 19 expirations, but with a higher strike price of
$10. Feldman also purchased 15,000 Portola shares.
106. On April 27, Portola’s stock price opened at $7.00, traded at a high of $7.77 and
closed at $7.76.
107. At around 8:30 p.m. the evening of April 27, Cronin called Kaplan, and they
spoke for about 8 minutes.
108. On the morning of April 28, 2020, at around 6:30 a.m., Dupont texted Cronin that
he was scheduled to have an “8 hour telecom today.” Dupont later received a copy of the
approved presentation recommending the Portola acquisition to the Alexion Board, which he had
helped to prepare.
109. Also on the morning of April 28, Kaplan ordered additional Portola call options in
the third brokerage account, and later that day purchased Portola call options with a strike price
of $7.50 and a May 15 expiration.
110. Feldman also engaged in additional Portola securities transactions on April 28. He

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purchased more shares, closed out the short leg of more of his bull spreads, and bought more
Portola call options, including short-term out of the money call options.
111. On April 28, at 12:54 p.m., Feldman texted Kaplan, referencing the
“announcement May 4th.”
112. Between approximately 12:00 p.m. and 1:00 p.m. on April 28, Dupont and Cronin
exchanged multiple short phone calls.
113. Shortly after 2:00 p.m., Cronin and Kaplan spoke by phone for about 13 minutes,
and texted each other as Cronin attempted to purchase PTLA options.
114. Shortly after 3:00 p.m. on April 28, Cronin purchased Portola call options with a
strike price of $7.50 and May 15 expiration. Over the next two days, he tried to purchase
additional call options, but his orders were not filled.
115. On the morning of April 29, 2020 Dupont and Cronin texted each other, and made
plans to meet at Dupont’s home around 9:30 a.m.
116. On the morning of April 29, Feldman closed out the remaining short legs of his
bull spreads and purchased additional short-term out of the money Portola call options.
117. On April 29, Cronin and Kaplan again spoke by phone, and they texted each other
about potential Portola options purchases.
118. At around 2:30 p.m. on the afternoon of April 29, Feldman texted Colleague 3:
“Buy 50 more PTLA [Portola’s ticker symbol]... After the buyout you can sell it all... You’ll be
on margin by 1000 but that’s ok. It’s only until next week.”
119. On April 29 and 30, 2020 Feldman sent Colleague 3 additional texts referencing
an expected “PTLA event” “next week.”
120. On April 30 and May 1, 2020, both before and after the Alexion Board

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unanimously adopted formal resolutions approving the transaction, Dupont attended meetings
where the May 4 Announcement date was confirmed.
121. On May 1, Cronin, Kaplan and Feldman all purchased more call options. Feldman
and Kaplan each bought a large volume of May 15 call options with a strike price of $10 – 300
and 351 contracts each, respectively. That day, Portola’s stock price had opened at $6.92 per
share, traded at a high of $7.17 and closed at $7.04.
122. On the evening of May 1, Feldman texted Kaplan: “Hopefully Monday is a big
day. It’s supposed to be Monday right?”
123. On the morning of May 3, Dupont and Cronin spoke by phone at least three times.
124. By the afternoon of May 3 at the latest, Dupont had learned that the
Announcement was postponed.
125. On the morning, Monday, May 4, Dupont received an email reiterating the
confidentiality policy and trading restrictions, which indicated that the parties were still working
toward an imminent announcement.
126. On May 4, both Cronin and Kaplan bought more May 15 call options at a strike
price of $10.00. That day, Portola’s stock opened at $7.00, traded at a high of $7.77, and closed
at $7.76.
127. By the evening of May 4 at the latest, Dupont was notified that the
Announcement would take place the next morning, on May 5.
128. The table below shows the type, net quantity and purchase dates of Portola
securities Defendants Cronin, Kaplan and Feldman purchased from April 8, 2020 through May 4,
2020.

21

Defendant Portola Security Quantity Purchase Dates 
Cronin PTLA stock 2094 shares April 9; April 23 
PTLA May 15 2020 7.5 Call Option 30 contracts April 28 
PTLA Sep 18 2020 10.0 Call Option 15 contracts May 1 
PTLA May 15 2020 10.0 Call Option 15 contracts May 4 
 
Kaplan PTLA stock 1,013.4 shares April 15; April 24; April 29; May 4 
PTLA May 15 2020 7.5 Call Option 76 contracts April 28; April 30 
PTLA Sep 18 2020 10.0 Call Option 4 contracts April 30 
PTLA May 15 2020 10.0 Call Option 516 contracts May 1; May 4 
 
Feldman PTLA stock 17000 shares April 27; April 28 
PTLA Jan 15 2021 7.5 Call Option 220 contracts April 23; April 24; April 28 
PTLA Jan 15 2021 10.0 Call Option 100 contracts April 27 
PTLA Jun 19 2020 12.5 Call Option 200 contracts April 27 
PTLA May 15 2020 7.5 Call Option 200 contracts April 29 
PTLA May 15 2020 10.0 Call Option 300 contracts April 27; April 28; April 29 
PTLA Jun 19 2020 7.5 Call Option 300 contracts April 27; May 1 
PTLA Jun 19 2020 10.0 Call Option 735 contracts April 27; April 29; May 1 

129. On May 5, at approximately 7:00 a.m., Portola and Alexion issued the
Announcement: a joint press release announcing the commencement of the tender offer and
merger agreement.
130. On May 5, after the Announcement of the tender offer was released, Portola’s
stock price rose to a high of $17.91, and closed at $17.85, an increase of 130% over the prior
day’s closing price.
131. Within minutes after the acquisition announcement, Feldman texted Kaplan: “It
happened! 18/share.” Within the next minute, Kaplan texted Cronin, “Dude!”
132. Cronin, Kaplan and Feldman all began selling their Portola securities later that
day.
133. Feldman sold all of his Portola securities by 9:40 a.m. on May 5.
134. Kaplan sold all his Portola options on May 5, and sold his Portola stock the next
day.

22

135. Cronin began selling his Portola securities on May 5, and sold his position by the
end of June, 2020.
III. KAPLAN AND FELDMAN UNLAWFULLY TIP INFORMATION TO
SUCCESSIVE TIPPEES WHO THEN TRADE.
136. Kaplan and Feldman also unlawfully passed the information they received about
the Alexion-Portola Deal to their relatives and colleagues in the expectation that the relatives and
colleagues would trade. Some of their trades are similar to trades that Kaplan or Feldman were
executing at or around the same time.
A. Kaplan Relative
137. From about April 26 through May 1, 2020, Kaplan texted one of his relatives
(“Kaplan Relative”) – who had never invested in Portola – with instructions to buy Portola call
options. Kaplan and Kaplan Relative also spoke by phone several times.
138. Kaplan advised Kaplan Relative to transfer funds into Kaplan Relative’s
brokerage account and instructed the relative how to invest in options.
139. On April 27, 2020, Kaplan Relative transferred $5,000 into their account.
140. Kaplan Relative began attempting to buy Portola call options on April 28, 2020,
and eventually, on May 1, 2020, purchased 150 May 15 call options with a strike price of $10.
141. Kaplan Relative sold all their Portola call options on the morning of the
Announcement.
B. Feldman Relatives 1 and 2
142. On April 24, 27, and 30, Feldman exchanged phone calls with one of his relatives
(“Feldman Relative 1”), who shares a home with another of Feldman’s relatives (“Feldman
Relative 2”) and trades in Feldman Relative 2’s brokerage account.
143. That account, which had not previously purchased Portola securities, purchased

23

Portola stock on April 24 and May 4.
144. The Feldman Relative 2 account sold its entire Portola position shortly after the
Announcement.
C. Colleague 1
145. Feldman also passed information to a medical doctor who was also associated
with the Hospital and had a personal and professional relationship with Feldman (“Colleague
1”).
146. Colleague 1 had a history of trading in Portola, but had not invested in Portola
options since June 2017.
147. On April 23, 2020, at around 4:30 p.m., Colleague 1 and Feldman spoke by
phone.
148. On April 24, Colleague 1 purchased large quantities of Portola stock and call
options in several different series, including 800 June 19 call options contracts with a $12.50
strike price and 500 June 19 call options contracts with a $10 strike price.
149. On May 1, Colleague 1 bought additional call options and 1500 shares of Portola
stock.
150. Colleague 1 and Feldman exchanged frequent text messages, including multiple
messages on the days that Colleague 1 purchased Portola securities.
151. On the morning of the Announcement, Colleague 1 sold their entire Portola
position.
152. That morning, Feldman texted Colleague 3 that Feldman was also texting with
Colleague 1 – whom Feldman described as one of his “buds.” Feldman told Colleague 3 that
Colleague 1 “[b]et everything [they] owned” and made so much money on the Portola trade that
Colleague 1 was “gonna quit [their] job.”

24

D. Colleague 2
153. Feldman passed the information to another colleague who was also a medical
doctor at the Hospital (“Colleague 2”).
154. Feldman and Colleague 2 discussed investments together, and Colleague 2 made
investments pursuant to information Feldman provided.
155. Colleague 2 and Feldman exchanged multiple text messages from April 24
through April 29, and on the day of the Announcement.
156. Colleague 2 purchased Portola stock on April 27 and 29, and sold it on May 5,
2020, several hours after the Announcement.
157. Colleague 2 had never invested in Portola stock before April 27.
E. Colleague 3
158. As described in paragraphs 118 and 119, Feldman passed Colleague 3 information
about the Alexion-Portola Deal. Colleague 3 purchased Portola securities while aware of and
using that information.
159. Colleague 3 purchased Portola stock on three dates before the Announcement:
April 24, April 29 and May 4.
160. Colleague 3 sold their Portola position on May 5, 2020, shortly after the
Announcement.
F. Colleague 4
161. Feldman also passed information to a nurse who was, at the time, employed at the
Hospital (“Colleague 4”).
162. On April 27, 2020, having never previously purchased Portola securities,
Colleague 4’s account purchased Portola stock.
163. Feldman and Colleague 4 exchanged frequent text messages, often sending

25

multiple messages within a day, including the days leading up to Colleague 4’s April 27 Portola
stock purchase.
164. Colleague 4 sold their Portola securities on May 5, 2020, shortly after the
Announcement.
165. In approximately August 2020, Colleague 4 was hired at Feldman’s clinic.
IV. CRONIN UNLAWFULLY PASSES INFORMATION TO MENDOZA AND
MENDOZA UNLAWFULLY TRADES
166. On approximately April 30, 2020, Dupont and Mendoza, along with their
families, drove to the Madeira Beach, Florida area to vacation together.
167. On the evening of May 3, 2020, while in Florida, Dupont and Mendoza and their
families went to a restaurant near the beach.
168. Later that evening, Mendoza placed a call to Cronin. At or around the same time
as he called Cronin, Mendoza opened a brokerage account and ordered a transfer of $25,000 into
it.
169. Early the next morning, May 4, 2020, Cronin and Mendoza spoke on the phone
for approximately 30 minutes. At or around the same time as this call, Mendoza purchased
Portola stock.
170. Later in the afternoon of May 4, Cronin and Mendoza had another phone call.
Again, at approximately the same time as this phone call, Mendoza purchased additional Portola
stock.
171. In total, on May 4, Mendoza purchased 3561 shares of Portola stock.
172. Mendoza began selling his Portola stock on the morning of the Announcement,
and had sold his entire position by the end of June 2020.

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V. DEFENDANTS’ ILL-GOTTEN GAINS
173. The approximate dollar amounts of each trading Defendant’s Portola stock and
options purchases between April 8, 2020 and May 4, 2020, profits arising from selling those
Portola securities, and resulting rates of return are listed in the chart below.
2

Defendant Purchase Cost Profit Rate of Return 
Cronin $19,500 $72,000 370% 
Mendoza $25,000 $38,600 155% 
Kaplan $27,100 $472,100 1,742% 
Feldman $317,800 $1,730,800  545% 

174. The rates of return for Cronin, Kaplan and Feldman include both their stock and
options trading. Kaplan’s and Feldman’s rates of return reflect the significant quantities of
inexpensive, short-term, out of the money Portola options they purchased after learning of the
Alexion-Portola Deal, as alleged above.
175. Kaplan’s and Feldman’s relatives and colleagues also profited from their
purchases of Portola securities between April 8 and May 4, 2020, as reflected in the chart below.
Successive Tippee Purchase Cost Profit Rate of Return 
Kaplan Relative  $3,500 $112,000 3,172% 
Feldman Relatives 1 and 2 $215,100 $318,900 148% 
Colleague 1 $198,500 $1,276,900 643% 
Colleague 2 $10,000 $ 14,000 142% 
Colleague 3 $1,900 $ 3,000 152% 
Colleague 4 $1,500 $ 2,100 138% 

176. As with Kaplan and Feldman, the rates of return for Kaplan Relative, Feldman
Relatives 1 and 2, and Colleague 1 reflect the large quantity of inexpensive, short-term, out of
the money Portola options they purchased after learning of the Alexion-Portola Deal, as alleged

2
 Figures shown in both charts on this page are approximate and rounded.

27

above.
VI. AFTER THE ANNOUNCEMENT, KAPLAN AND FELDMAN SEEK MORE
INSIDE INFORMATION FROM THEIR “MOLE” AND CRONIN SEEKS TO
PROVIDE IT.
177. On May 6, 2020, as Kaplan and Feldman exulted in their profits, Feldman asked
Kaplan whether he would have been so bold in purchasing Portola options if Feldman had not
provided him with advice. Kaplan texted: “I was thinking of doing options as soon as I heard
about the info, that’s why I called you. I wish I had a way of putting more money into the
account faster.”
178. On May 13, 2020, Colleague 3 texted Feldman, in frustration about recent losses
in their investment portfolio: “I wanna MAKE money...Not lose it...I need more inside
information[.]”
179. On May 15, 2020, after Kaplan noted to Feldman that a different stock had
increased in price 400% after a news announcement, Feldman replied: “This shit happens every
day bro . . . Knowing of a buyout or any news beforehand is gols [sic].” Kaplan: “Yup[.] Kaplan
continued, in Russian: “Let’s hope our golden goose will continue laying golden eggs!” Feldman
responded, in English: “We just have to be patient[.]”
180. Cronin and Kaplan also continued to text and talk on the phone about stocks and
investments after the Announcement.
181. On May 20, 2020, Feldman texted Kaplan: “You think ALXN is gonna go up in
July? There’s rumor that they themself [sic] will be bought. I hope your mole gives us a clue.”
182. On May 22, 2020, Kaplan and Cronin texted about Alexion call options, and
Cronin told Kaplan that he would “do some research” the following weekend.
183. On May 23, 2020, Feldman texted Kaplan: “All we need is a little bit of luck.
Having golden goose definitely doesn’t hurt[.]” Kaplan replied, in Russian: “I am expecting a

28

report from Stierlitz soon[.]” Stierlitz was a Soviet-era super-spy character from a popular
Russian book series.
184. On May 24, 2020, Kaplan again texted Cronin about their “equity of interest.”
Cronin said he would “do some research. Haven’t had time to read up. . . I will let you know
what I see in the articles[.]”
185. On the morning of Monday, May 26, 2020, Cronin told Kaplan, “I was unable to
read up on that info. Sorry. I will this week, however.”
186. Cronin called Dupont later that day, and they made plans over text messages to
meet that evening.
187. Around 9:30 p.m. that evening, Cronin texted Kaplan: “Read a lot of material
tonight[.]” Kaplan replied, “What have you learned?” Cronin responded, “Let’s chat tomorrow if
you’re available[.]”
188. On June 23, 2020, Feldman texted Kaplan, stating that they needed to “decide on
ALXN in the next 2 days.” Kaplan responded, “Yeah, I’ll reach out to my goose[.]” Kaplan later
texted Cronin and asked him about the “game plan” for buying Alexion call options.
189. Around 8:00 a.m. the next morning, June 24, 2020, Cronin then texted Dupont,
and asked him several times to meet that day, but Dupont could not meet. At around 11:00 a.m.
that morning, Cronin texted Kaplan, “It’s going to be impossible for me to see my buddy until
the weekend.”
190. During the afternoon of June 24, Cronin continued to try to arrange to meet
Dupont. Dupont said that he was very busy with “the most important stuff in the company.”
Cronin replied, “Obviously, if I can do anything for you, I will. I just don’t know if you want me
on those calls. LOL[.]” Cronin and Dupont met later that evening.

29

191. The night of June 24, 2020, at around 9:00 p.m., Cronin and Kaplan spoke on the
phone. Two minutes later, Kaplan texted Feldman: “Do you have a second? I just heard from my
asset.”
192. The next month, on or about July 31, 2020, one of the broker-dealers that
maintained Kaplan’s brokerage accounts contacted Kaplan to ask about his Portola trading.
Kaplan claimed that his Portola options trades were based on earnings releases, and denied any
connection to the companies he invested in. Kaplan called Feldman shortly after the call with the
broker-dealer.
193. A few weeks later, around August 14, 2020, Kaplan and Feldman spoke by video
call. Feldman then texted with Colleague 3 about Feldman’s call with Kaplan. Feldman told
Colleague 3 that Kaplan “thinks he’s going to jail for ptla” because of “inside info etc[.]”
Feldman noted that his own broker-dealer had not called him, even though “[he] and [Colleague
1] made way more than [Kaplan] did.” Feldman continued: “I got a good tip. No one called me
when I lost a ton of $ on [a prior investment.] . . . So f[***] them all. The world isn’t fair... We
use any edge we can get...”

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

194. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 193.
195. At all relevant times, Dupont owed a duty of trust and confidence to maintain the
confidentiality of material nonpublic information concerning the Alexion-Portola Deal and to
refrain from communicating that information to others without a corporate purpose.
196. Dupont tipped his close friend Cronin with material nonpublic information about

30

the Alexion-Portola Deal in violation of the duty he owed.
197. Dupont knew, consciously avoided knowing, or was reckless in not knowing that
the information he tipped was material and nonpublic and that he was breaching his duty by
disclosing material nonpublic information to Cronin.
198. Dupont received a personal benefit from his tip of material nonpublic information
to Cronin, including the benefit of providing a gift of inside information to Cronin, with whom
he had a close personal relationship.
199. Dupont also knew, consciously avoided knowing, or was reckless in not knowing
that the information he communicated would be used in securities trading.
200. Cronin knew, consciously avoided knowing, or was reckless in not knowing that
Dupont disclosed material nonpublic information to him in breach of a duty of trust and
confidence for personal benefit.
201. Cronin bought Portola stock and options based on material nonpublic information
that he received from Dupont. Cronin knew, consciously avoided knowing, or was reckless in
not knowing that the information was material and nonpublic. Cronin used this inside
information in conducting his trades, and it was a significant factor in his decision to trade.
202. Cronin unlawfully communicated to Kaplan and Mendoza material nonpublic
information that he received from Dupont. Cronin also knew, consciously avoided knowing, or
was reckless in not knowing that the information he communicated would be used in securities
trading.
203. Kaplan bought Portola stock and options based on material nonpublic information
that he received from Cronin despite knowing, consciously avoiding knowing, or being reckless
in not knowing, that the information was material and nonpublic. Kaplan knew, consciously

31

avoided knowing, or was reckless in not knowing that the material nonpublic information was
disclosed in breach of a duty of trust and confidence for personal benefit. Kaplan used this inside
information in conducting his trades, and it was a significant factor in his decision to trade.
204. Kaplan unlawfully communicated to Feldman and Kaplan Relative material
nonpublic information that he received from Cronin. Kaplan also knew, consciously avoided
knowing, or was reckless in not knowing that the information he communicated would be used in
securities trading.
205. Feldman bought Portola stock based on material nonpublic information that he
received from Kaplan despite knowing, consciously avoiding knowing, or being reckless in not
knowing, that the information was material and nonpublic. Feldman knew, consciously avoided
knowing, or was reckless in not knowing that the material nonpublic information was disclosed
in breach of a duty of trust and confidence for personal benefit. Feldman used this inside
information in conducting his trades, and it was a significant factor in his decision to trade.
206. Feldman unlawfully communicated to Feldman Relatives 1 and 2 and Colleagues
1-4 material nonpublic information that he received from Kaplan. Feldman also knew,
consciously avoided knowing, or was reckless in not knowing that the information he
communicated would be used in securities trading.
207. Mendoza bought Portola stock based on material nonpublic information that he
received from Cronin despite knowing, consciously avoiding knowing, or being reckless in not
knowing, that the information was material and nonpublic. Mendoza knew, consciously avoided
knowing, or was reckless in not knowing that the material nonpublic information was disclosed
in breach of a duty of trust and confidence for personal benefit. Mendoza used this inside
information in conducting his trades, and it was a significant factor in his decision to trade.

32

208. Defendants, directly or indirectly, singly or in concert, 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 have (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
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.
209. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have 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].

SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 14(e) and Rule 14e-3 thereunder
(ALL DEFENDANTS)

210. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 193.
211. Between at least April 8, 2020 and May 4, 2020, Alexion (the “offering person”)
took substantial steps to commence or did commence a tender offer for Portola’s shares of stock
but the proposed tender offer was not publicly announced during this time.
212. Between at least April 8, 2020 and May 5, 2020, Defendants had material
nonpublic information from Alexion relating to the tender offer Portola’s shares, knew or had
reason to know that this information was nonpublic; knew or had reason to know that this
information was acquired directly or indirectly from (a) the offering person, (b) the issuer of the
securities sought or to be sought by such tender offer, or (c) any officer, director, partner or

33

employee or any other person acting on behalf of such offering person or such issuer; and
purchased or sold, or caused to be purchased or sold, Portola’s securities; and/or communicated
this material, nonpublic information to one or more persons under circumstances in which they
knew or it was reasonably foreseeable that such communication was likely to result in the
recipient’s purchase or sale of Portola’s securities before the tender offer was publicly
announced.
213. By reason of the foregoing, Defendants have violated and, unless enjoined will
again violate, Exchange Act Section 14(e) [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17
C.F.R. § 240.14e-3].

PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Defendants and their agents, servants, employees and attorneys
and all persons in active concert or participation with any of them from violating, directly or
indirectly, Exchange Act Sections 10(b) and 14(e) [15 U.S.C. §§ 78j(b) and 78n(e)], and Rules
10b-5 and 14e-3 thereunder [17 C.F.R. §§ 240.10b-5 and 240.14e-3];
II.
Ordering Cronin, Kaplan, Feldman and Mendoza to disgorge all ill-gotten gains they
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)];

34

III.
Ordering Defendants to pay civil monetary penalties under Exchange Act Section 21A(a)
[15 U.S.C. § 78u-1(a)];
IV.
Permanently prohibiting Defendants 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
V.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
June 29, 2023
            /s/            Antonia            M.            Apps
ANTONIA M. APPS
REGIONAL DIRECTOR
Thomas P. Smith, Jr.
Alison T. Conn
Margaret Spillane
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0934 (Spillane)
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Thomas P. Smith, Jr. 
Alison T. Conn 
Margaret Spillane 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0934 (Spillane) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
JOSEPH M. DUPONT,  
SHAWN P. CRONIN, 
STANLEY KAPLAN,  
PAUL FELDMAN and 
JARETT G. MENDOZA 
   
  
                                             Defendants. 
 
 
 

 
 
COMPLAINT 

   
23 Civ. 5565 (       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendants Joseph M. Dupont (“Dupont”), Shawn P. Cronin (“Cronin”), Stanley Kaplan 

(“Kaplan”), Paul Feldman (“Feldman”) and Jarett G. Mendoza (“Mendoza”) (collectively, 

“Defendants”), alleges as follows: 

  

Case 1:23-cv-05565   Document 1   Filed 06/29/23   Page 1 of 34



2 
 

SUMMARY 

1. This case involves insider trading by Dupont, Cronin, Kaplan, Feldman and 

Mendoza in the securities of Portola Pharmaceuticals, Inc. (“Portola”) in advance of the May 5, 

2020 announcement of a tender offer by Alexion Pharmaceuticals, Inc. (“Alexion”) to acquire 

Portola (the “Announcement”). 

2. Dupont was a senior employee at Alexion and, beginning on or about January 30, 

2020, he worked on the company’s potential acquisition of Portola (“the Alexion-Portola Deal”). 

Dupont tipped Cronin – one of his closest friends – material nonpublic information about the 

Alexion-Portola Deal in breach of a duty of trust and confidence to Alexion.  

3. Cronin traded on the information that Dupont had tipped him, purchasing Portola 

stock and call options – including short-term, out of the money call options – ahead of the 

Announcement. In addition to trading for his own account, Cronin unlawfully provided the 

material nonpublic information he received from Dupont to his friend Kaplan, who then, in turn, 

unlawfully further passed the information to his friend and colleague, Feldman.  

4. Kaplan and Feldman each traded on the information to purchase Portola stock and 

call options, including short-term, out of the money call options, ahead of the Announcement. 

Kaplan and Feldman also unlawfully provided the material nonpublic information to several of 

their relatives and colleagues, who also purchased Portola securities ahead of the Announcement.  

5. Cronin further unlawfully tipped material nonpublic information about the 

Alexion-Portola Deal to his close friend Mendoza, who was also Dupont’s close friend. Mendoza 

then traded on that information, purchasing Portola stock ahead of the Announcement.  

  

Case 1:23-cv-05565   Document 1   Filed 06/29/23   Page 2 of 34



3 
 

6. The flow of material nonpublic information is depicted below. 

 

7. Portola’s stock price increased by over 130% on the day of the Announcement. 

Cronin, Kaplan, Feldman and Mendoza collectively profited by more than $2.3 million from 

their unlawful insider trading. Kaplan’s and Feldman’s successive tippees profited by 

approximately $1.7 million.  

VIOLATIONS 

8. By virtue of the foregoing conduct and as alleged further herein, Defendants have 

violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 

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

and 240.14e-3]. 

9. Unless Defendants are restrained and enjoined, they 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 

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

Case 1:23-cv-05565   Document 1   Filed 06/29/23   Page 3 of 34



4 
 

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

11. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws and rules this Complaint alleges they have violated; 

(b) ordering Defendants Cronin, Kaplan, Feldman and Mendoza to disgorge all ill-gotten gains 

they 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), and 78u(d)(7)]; (c) ordering Defendants to pay civil money penalties pursuant to 

Exchange Act Section 21A(a) [15 U.S.C. § 78u-1(a)]; (d) permanently prohibiting Defendants 

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 

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

[15 U.S.C. § 78aa].  

13. Defendants, directly and indirectly, have 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. 

14. Venue lies in this District under Exchange Act Section 27 [15 U.S.C. § 78aa]. 

Certain Defendants may be found in, are inhabitants of, or transact business in the Southern 

District of New York, and certain of the acts, practices, transactions, and courses of business 

alleged in this Complaint occurred within this District. At all relevant times, the common stock 

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of Portola traded publicly on the Nasdaq Stock Market (“Nasdaq”), which is headquartered in 

New York, New York. Further, at all relevant times, Kaplan and Feldman both worked in 

Dutchess County, New York, where Feldman also resided. 

DEFENDANTS 

15. Joseph M. Dupont, age 44, resides in Rehoboth, MA. At all relevant times, 

Dupont was Vice President of Business Operations and Commercial Effectiveness at Alexion, 

and resided in North Dighton, MA. Dupont is currently employed at another public reporting 

company. Dupont is, and was at all relevant times, a reserve officer with the Dighton Police 

Department. 

16. Shawn P. Cronin, age 43, is a resident of Dighton, MA. At all relevant times, 

Cronin was a Sergeant in the Dighton Police Department. He became its Chief in August 2022. 

17. Jarett G. Mendoza, age 44, resides in North Dighton, MA. At all relevant times, 

he was employed as a Regional Sales Director for a public reporting company that sells medical 

devices. 

18. Stanley Kaplan, age 45, resides in Hopewell Junction, NY. Between January 

2020 and approximately August 2020, he was living in Brooklyn, NY. At all relevant times, 

Kaplan was a medical doctor, worked at a hospital (the “Hospital”) in Poughkeepsie, NY, and 

had additional part-time positions practicing in the Bronx and in Kingston, NY.  

19. Paul Feldman, age 48, resides in Poughquag, NY. At all relevant times, he was a 

medical doctor who also worked at the Hospital; he also owned a clinic with locations in the 

Hudson Valley area of NY. 

RELEVANT ENTITIES 

20. Portola was at all relevant times a Delaware corporation headquartered in San 

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Francisco, CA. Portola was a biopharmaceutical company that developed and commercialized 

new drug treatments for hematologic diseases and inflammation. Portola’s common stock traded 

on the Nasdaq under the ticker “PTLA,” and its options traded on multiple exchanges. Alexion’s 

tender offer and subsequent merger with Portola were completed on July 2, 2020. 

21. Alexion was at all relevant times a Delaware corporation headquartered in 

Boston, MA, whose common stock was listed on the Nasdaq under the ticker “ALXN.” Alexion 

is a global biopharmaceutical company engaged in the research, development and marketing of 

rare disease medications. In July 2021, Alexion was acquired by a foreign pharmaceutical 

company whose ADRs1 trade on the Nasdaq, and Alexion remains an independent subsidiary of 

that entity. 

FACTS 

I. BACKGROUND 
 

A. Dupont Had a Duty of Trust and Confidentiality.  

22. In February 2018, Dupont joined Alexion as its Executive Director of U.S. and 

Latin America Commercial Operations. 

23. Over the following years, Dupont worked his way up to the position of Vice 

President of Business Operations and Commercial Excellence.  

24. At all relevant times, Dupont had been advised and acknowledged that the 

possibility of a business combination between Alexion and Portola – and the related discussions 

and due diligence – constituted nonpublic, confidential information, and that he had a duty not to 

disclose that information. 

25. Alexion had multiple policies requiring its employees to keep sensitive 

                                                 
1 An American Depositary Receipt (“ADR”) is a security that represents shares of non-U.S. 
companies that are held by a U.S. depositary bank outside the U.S.  

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information confidential, and prohibiting insider trading. As an Alexion employee, Dupont 

received, signed and acknowledged these policies. 

26. Alexion’s “Policy Regarding Company Information and Transactions in Company 

Securities,” prohibited insider trading and required Alexion employees not to disclose “material 

nonpublic information concerning another company obtained in the course and scope of your 

work with Alexion . . . to another person unless that person has a legitimate business need to 

know the information.” 

27. The policy defined insider trading to include “communicating (‘tipping’)” 

“material nonpublic information regarding another company obtained in the official course and 

scope of employment (or other relationship) with Alexion to another person following which that 

person either buys or sells the securities of that company or advises others to do so.” The policy 

provided examples of material nonpublic information, which included “merger or acquisition 

proposals or agreements or tender offers[.]” 

28. Dupont signed a copy of this policy when he was hired by Alexion in February 

2018, acknowledging that he had received and reviewed it. Dupont received a copy of this policy 

approximately once every quarter, including in December 2019 and March 2020, as an 

attachment to a regular reminder of trading restrictions.  

29.  Alexion’s policies prohibiting the sharing of confidential information and insider 

trading were also reiterated in Alexion’s Employee Handbook and Code of Ethics and Business 

Conduct, which Dupont also acknowledged receiving and agreed to abide by. 

B. Relationships Among the Defendants and the Successive Tippees 

30. At all times relevant to this Complaint, Dupont and Cronin were very close 

friends. Mendoza was also very close friends with both Dupont and Cronin during this period. 

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They all grew up in the area of Dighton, Massachusetts, and had known each other since 

childhood.  

31. At all relevant times, Dupont, Cronin and Mendoza lived within 4 to 6 miles of 

each other in the Dighton area, and spent significant time together. They socialized in person in a 

variety of ways: one-on-one, in a group of the three of them, with larger groups of friends and 

together with their families.  

32. During 2020, the year the events alleged in this Complaint took place, Dupont, 

Cronin and Mendoza also vacationed together several times, including trips one-on-one and in a 

group of the three of them. Dupont’s family also took family vacations with Cronin’s family and, 

separately, with Mendoza’s family. Dupont and Cronin owned vacation properties near each 

other in the Madeira Beach, Florida area. 

33. Dupont, Cronin and Mendoza also spoke frequently by phone and communicated 

by text message, both one-on-one and in groups. 

34. At all relevant times, Cronin and Mendoza were aware that Dupont had a high-

level position at Alexion, and that he was privy to sensitive commercial information in his role. 

35. At the time the insider trading took place, Cronin was a Sergeant with the Dighton 

Police Department, and Dupont, as a reserve officer, was subordinate to Cronin.  

36. At all relevant times, Cronin was friends with Kaplan, and their families 

socialized. Cronin and his family visited the Kaplan family in Brooklyn on or around February 

22, 2020. After that visit, Kaplan saved Cronin’s contact information. 

37. At all relevant times, Kaplan exchanged text messages and phone calls, including 

person-to-person instant messaging and video calling, with Cronin and, separately, with his 

relative who traded in Portola securities (“Kaplan Relative”). 

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38. At all relevant times, Kaplan and Feldman both worked at the Hospital. They 

were work colleagues and friends, with both a professional and social relationship. They had 

meetings at the Hospital, communicated by text and by phone, and socialized together outside of 

work. They also discussed investments and trading. Kaplan and Feldman occasionally texted in 

Russian together.  

39. At all relevant times, Feldman was work colleagues and had a personal 

relationship with an individual who was also employed at the Hospital (“Colleague 3”). 

40. At all relevant times, Feldman communicated with Kaplan, Colleague 3 and his 

other successive tippees by text message and phone, including on platforms that provide for 

person-to-person instant messaging and video calling. 

C. Alexion’s Substantial Steps to Acquire Portola by Tender Offer 

41. The Alexion Board of Directors (“Alexion Board”) discussed a potential 

acquisition of Portola on December 5, 2019. 

42. By at least January 31, 2020, Alexion staff, including Dupont, began conducting 

initial due diligence of Portola. 

43. On February 27, 2020, Alexion executives conveyed to Portola executives, 

verbally and in a non-binding letter, Alexion’s interest in acquiring Portola for $18.00 per share, 

payable in cash and subject to a variety of conditions. 

44. Between March 7 and March 17, 2020, Alexion and Portola executives further 

discussed the proposal, Alexion involved or engaged outside legal counsel and an investment 

banker to assist in the potential deal, and Alexion’s senior management discussed the potential 

acquisition of Portola with the Alexion Board.  

45. On April 1, 2020, Alexion submitted a revised non-binding indication of interest 

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to acquire Portola for $18.00 per share of Portola common stock, payable in cash. The proposal 

indicated that Alexion would agree to standstill restrictions in exchange for Portola granting 

Alexion an exclusivity period expiring on May 6, 2020. 

46. On April 4, 2020, the companies finalized and entered into a confidentiality 

agreement. 

47. From early April 2020 through May 4, 2020, Alexion and its professional 

advisors engaged in additional due diligence of Portola, and the companies and their 

representatives exchanged draft merger agreements and discussed related issues. For example, on 

April 8, 2020, Portola leadership made a commercial due diligence presentation to Alexion staff, 

which Dupont attended. 

48. On April 30, 2020, the Alexion Board unanimously adopted formal resolutions 

approving the tender offer and merger agreement.  

49. On May 4, 2020, the Portola Board met and approved the merger agreement.  

50. On May 5, 2020, the parties signed the merger agreement.   

II. DUPONT TIPS CRONIN, THEN CRONIN AND KAPLAN UNLAWFULLY PASS 
ON THE INFORMATION, AND CRONIN, KAPLAN AND FELDMAN 
UNLAWFULLY TRADE. 

A. Dupont is Entrusted with Material Non-Public Information about the 
Alexion-Portola Deal, and Regularly Communicates with Cronin.  

51. On approximately January 30, 2020, Dupont’s supervisors at Alexion asked him 

to work on the Alexion-Portola Deal. Dupont was tasked with helping to analyze whether, and 

how, Alexion could better execute on the commercialization of one of Portola’s drugs.  

52. From January 31 until at least May 5, 2020, when the acquisition was announced, 

Dupont had high-level involvement in the Alexion-Portola Deal.  

53. From January 31 through May 2020, Dupont received and acknowledged 

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transaction-specific notices that all information about the Alexion-Portola Deal must remain 

strictly confidential.  

54. Dupont was significantly involved in the commercial due diligence for the 

possible deal. Dupont worked with other Alexion managers to summarize the due diligence in 

reports and recommendations to executives and Alexion’s Board. 

55. Dupont received regular emails concerning the acquisition and was involved in 

numerous meetings during which Alexion staff discussed and prepared for significant milestones 

in the deal progression.  

56. Because Dupont was also expected to have responsibility for the integration of 

Portola into Alexion after the acquisition, he was regularly informed of the expected date that the 

acquisition would be announced. 

57. Meanwhile, Dupont and Cronin were in regular contact and often physically 

together in the same location. For example, when Dupont first learned about the Alexion-Portola 

Deal, he was vacationing in Miami with Cronin and Mendoza. And, during President’s Day 

weekend in mid-February 2020, while Dupont was involved in preparing a senior management 

presentation to the Alexion Board of Directors, Dupont and Cronin were together with their 

families in Vermont.  

B. Dupont Tips Inside Information to Cronin; Cronin Passes it to Kaplan, Who 
Passes it to Feldman; Cronin, Feldman and Kaplan all Trade 

58. Dupont’s awareness of inside information, the timing of his contact with Cronin, 

text messages between Cronin and Kaplan and Kaplan and Feldman, the timing of the trades, and 

the unusual and suspicious pattern of the trades show that Dupont tipped Cronin, and that 

Cronin, Kaplan and Feldman were using the information they knew about the Alexion-Portola 

Deal to trade in Portola securities. 

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59. At the beginning of April 2020, work on the Alexion-Portola Deal intensified. 

Dupont was invited to multiple deal-related meetings, including the first commercial due 

diligence meeting with Portola, scheduled for April 8, and weekly due diligence team meetings 

for the next month.   

60. In April 2020, Dupont and Cronin met frequently in person, and were in regular 

communication by text and phone. 

61. On April 3, 2020, Dupont received an email with a detailed timeline of the 

anticipated progress of the Alexion-Portola Deal. The timeline highlighted that the Alexion 

Board would vote on the transaction on April 30 and that the Announcement would take place on 

May 4, 2020.  

62. On the same day, Dupont received a notice of elevated trading restrictions and 

confidentiality for the Alexion-Portola Deal. The notice instructed Dupont and other recipients 

that “[g]iven the stage of negotiations” between the companies, they should continue to refrain 

from trading in Portola securities, and also refrain from trading in Alexion securities. The notice 

also reminded recipients, among other things, to “continue to maintain the secrecy of [the 

Alexion-Portola Deal] at all times.”    

63. On April 8, 2020, Dupont participated in a commercial due diligence call with 

high level leadership from the companies, including both Alexion’s and Portola’s CFO.  

64. The same evening, Cronin and Dupont spoke on the phone for approximately 20 

minutes.  

65. Later that evening, at 7:49 p.m., Cronin texted Kaplan: “Good evening, sir. If you 

need something to take your mind off of the everyday battle, remember that stock I told you 

about? Good time to buy.”  

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66. Within the next hour, Cronin opened a new brokerage account, transferred 

$10,000 into it, and placed an order to purchase 1394 shares of Portola stock. His order was 

executed the following day. 

67. Before this purchase, Cronin had never purchased Portola stock (or any other 

Portola securities) before.  

68. On April 15, 2020, at approximately 9:30 a.m., Cronin placed a short call to 

Kaplan.  

69. At around the same time, Kaplan transferred $5,000 into a brokerage account and 

shortly thereafter purchased Portola stock.  

70. Before this stock purchase, Kaplan had never purchased Portola stock (or any 

other Portola securities) before. 

71. No later than approximately 10:00 a.m. on April 15, Dupont was informed that an 

Alexion Board discussion concerning the potential merger was scheduled for about April 23, 

2020.  

72. Between April 15 and April 22, Dupont played a significant role in Alexion senior 

management’s preparations for the discussion about the Alexion-Portola Deal at the upcoming 

Board discussion. Dupont received a copy of the draft presentation for the meeting, which 

concluded that Portola represented a “compelling opportunity to immediately diversify & 

generate revenue,” and recommended that Alexion “[p]roceed to binding offer and continue due 

diligence/commercial planning to ensure readiness for Day 1.” 

73. On April 22, 2020, after an Alexion-Portola Deal integration team call, Dupont 

received an email with a post-announcement Integration Plan attached. The email, and 

subsequent replies, emphasized the date of May 4, 2020, when the announcement was expected 

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to take place.   

74. On the same day, April 22, Dupont and Cronin spoke on the phone several times. 

75. On April 22, Cronin initiated a transfer of $5,000 more into his brokerage 

account.  

76. On the morning of April 23, 2020, at around 7:45 a.m., Dupont texted Cronin that 

he had meetings that morning.  

77. On April 23, at approximately 10:00 a.m., Cronin purchased more Portola stock.  

78. That day, Dupont had several calls with Alexion staff, including one of his bosses, 

and spoke with Cronin by phone several times. 

79. On April 23 at around 1:30 p.m., Kaplan transferred more funds into a brokerage 

account and, the next day, purchased additional Portola shares.  

C. As They Receive More Detailed Inside Information, Cronin, Kaplan and 
Feldman Engage in Options Transactions to Maximize the Profitability of 
their Insider Trading 

80. On the afternoon of April 23, 2020, Feldman began executing Portola options 

transactions. While Feldman had some history in trading Portola securities, he had never 

engaged in Portola options transactions prior to this date. 

81. On or around April 23, Cronin and Kaplan began discussing trading in Portola 

stock call options.  

82. A stock option, commonly referred to as an “option,” gives its purchaser/holder 

the option to buy or sell shares of an underlying stock at a specified price (the “strike price”) 

before a specified time (the “expiration”). Options are generally sold in “contracts,” which give 

the option holder the opportunity to buy or sell 100 shares of an underlying stock. If the holder 

does not exercise the option prior to the expiration date, the option expires as worthless. 

83. A “call” option gives the purchaser/holder of the option the right, but not the 

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obligation, to purchase a security at a specified strike price prior to expiration. Generally, the 

buyer of a call option anticipates that the price of the underlying security will increase prior to 

expiration. If the call option’s strike price is above the price at which the underlying stock is 

trading, the call option is considered to be “out of the money,” because it would be unprofitable 

to exercise the call and pay more for the stock than the price for which it could be obtained in the 

market. Conversely, if the strike price is below the then-current market price, the call is 

considered to be “in the money,” because one could exercise the option, obtain the stock at the 

strike price, and then sell it at the higher market price for a profit. For a given expiration month, 

out of the money options are typically cheaper to buy than those that are in the money. 

84. These principles applied to Portola call options in April and early May 2020. That 

is, it was generally cheaper to buy out of the money Portola call options, especially if the 

expiration date within the short-term, i.e. in mid-May or June, giving the stock less time to 

increase to meet the strike price.   

85. In April 2020, Feldman was a sophisticated trader with experience trading in 

stock options. In April 2020, Kaplan had some experience in securities trading but had not 

previously traded in options, and did not have access to options trading in his brokerage 

accounts.  

86. As Kaplan was providing Feldman with information from Cronin concerning the 

Alexion-Portola Deal, Feldman began providing Kaplan with guidance on options trading, and 

specifically with respect to trading Portola options. Feldman sent Kaplan screenshots of his 

trades and explained strategies for profitable stock option trading.    

87. In April 2020, Cronin had little experience with the market and securities trading. 

He was unfamiliar with trading in stock options and did not have access to options trading in his 

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brokerage account.  

88. As Cronin shared information with Kaplan, Kaplan also began to advise Cronin 

about stock options trading, often based on the guidance he had received from Feldman.  

89. From April 23, 2020 through May 3, 2020, Dupont and Cronin exchanged at least 

30 phone calls.  

90. From April 23 through May 1, 2020, Kaplan and Feldman spoke by phone at least 

once on most days. They also exchanged at least 70 text messages. 

91. From April 23 through May 4, 2020, Cronin and Kaplan exchanged at least ten 

phone calls. They also exchanged at least 100 text messages.  

92. On April 23, 2020, at around 3:26 p.m., Feldman texted Kaplan: “I just bought 

another PTLA bull spread.” He attached a screenshot of his transaction, such that Kaplan could 

see Feldman’s options transaction in Portola. 

93. A bull spread or bull call spread is an options transaction that involves buying call 

options with a lower strike price and selling call options with the same expiration but a higher 

strike price. The transaction is profitable when the stock has a limited increase in its price, and is 

cheaper than purchasing only the lower strike price option.  

94. At around 3:30 p.m. and 4:10 p.m., Cronin and Kaplan exchanged brief phone 

calls.   

95. At around 4:15 p.m., Kaplan texted Feldman’s Portola options transaction 

screenshot to Cronin. The screenshot had Feldman’s user name on it, and Kaplan texted Cronin: 

“This is what he is doing.” 

96. Kaplan then made a brief call to Feldman. 

97. On April 24, 2020, beginning around 9:30 a.m., Feldman entered orders for more 

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Portola options transactions. These orders included additional bull spreads as well shorter-term 

call options with a strike price of $7.50 and a May 15 expiration date.  

98. That day, April 24, Feldman and Kaplan planned to meet in person at the Hospital 

shortly after 11:00 a.m. 

99. The next morning, April 25 (a Saturday), Kaplan and Cronin spoke by phone for 

about 15 minutes. 

100. On the afternoon of April 25, Kaplan texted Feldman with a “hypothetical 

question” about which options series would be more profitable. Feldman responded: “…It 

depends on how confident your event occurs and the nature of the event.” Kaplan replied: “Ok. 

high confidence event.” Feldman responded: “If there is a buyout even at a specified price, the 

calls will equilibrate to that price (not gonna go above it)[.]” Feldman then advised Kaplan that 

he could buy the May option series – i.e., the option with a shorter expiration date and thus a 

shorter time by which the underlying stock price would need to rise for the option to be 

profitable – “if you are super confident[.]” Kaplan responded with a wink emoji: “😉”   

101. On April 26, after 6:00 p.m., Kaplan texted Feldman questions about one of 

Alexion’s products, noting that it was “related to what we discussed yesterday.” Feldman 

replied: “alexion is buying... P___?” – a furtive reference to Portola. Kaplan responded, in 

Russian, “Yes.” Feldman replied: “I’m gonna owe you big.” Kaplan responded with a smile 

emoji: “😀” Later in the text chain, Feldman advised: “After news hits, sell and go on to the 

next.”  

102. Also on April 26, Cronin and Kaplan texted each other to discuss their efforts to 

get permission from their broker-dealers to trade options in their accounts. Kaplan texted Cronin 

that he hoped the approvals would come “before Friday” – i.e., the last trading day before the 

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expected May 4 announcement.  

103. On April 27, 2020 (a Monday), around 8:00 a.m., Dupont received additional 

documents confirming that the Announcement would go forward on May 4.  

104. On the morning of April 27, Kaplan transferred $4,000 into a second brokerage 

account, which had been dormant since May 2019, and purchased Portola call options at a strike 

price of $7.50 and May 15 expiration. He also transferred $14,000 into a third brokerage 

account.  

105. On April 27, Feldman began to close out the Portola call options he sold in his 

bull spreads the prior week, and purchased more call options. These purchases included more 

short-term call options with May 15 and June 19 expirations, but with a higher strike price of 

$10. Feldman also purchased 15,000 Portola shares. 

106. On April 27, Portola’s stock price opened at $7.00, traded at a high of $7.77 and 

closed at $7.76.   

107. At around 8:30 p.m. the evening of April 27, Cronin called Kaplan, and they 

spoke for about 8 minutes.  

108. On the morning of April 28, 2020, at around 6:30 a.m., Dupont texted Cronin that 

he was scheduled to have an “8 hour telecom today.” Dupont later received a copy of the 

approved presentation recommending the Portola acquisition to the Alexion Board, which he had 

helped to prepare. 

109. Also on the morning of April 28, Kaplan ordered additional Portola call options in 

the third brokerage account, and later that day purchased Portola call options with a strike price 

of $7.50 and a May 15 expiration. 

110. Feldman also engaged in additional Portola securities transactions on April 28. He 

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purchased more shares, closed out the short leg of more of his bull spreads, and bought more 

Portola call options, including short-term out of the money call options.  

111. On April 28, at 12:54 p.m., Feldman texted Kaplan, referencing the 

“announcement May 4th.” 

112. Between approximately 12:00 p.m. and 1:00 p.m. on April 28, Dupont and Cronin 

exchanged multiple short phone calls.  

113. Shortly after 2:00 p.m., Cronin and Kaplan spoke by phone for about 13 minutes, 

and texted each other as Cronin attempted to purchase PTLA options. 

114. Shortly after 3:00 p.m. on April 28, Cronin purchased Portola call options with a 

strike price of $7.50 and May 15 expiration. Over the next two days, he tried to purchase 

additional call options, but his orders were not filled.  

115. On the morning of April 29, 2020 Dupont and Cronin texted each other, and made 

plans to meet at Dupont’s home around 9:30 a.m.  

116. On the morning of April 29, Feldman closed out the remaining short legs of his 

bull spreads and purchased additional short-term out of the money Portola call options.  

117. On April 29, Cronin and Kaplan again spoke by phone, and they texted each other 

about potential Portola options purchases. 

118. At around 2:30 p.m. on the afternoon of April 29, Feldman texted Colleague 3: 

“Buy 50 more PTLA [Portola’s ticker symbol]… After the buyout you can sell it all… You’ll be 

on margin by 1000 but that’s ok. It’s only until next week.”  

119. On April 29 and 30, 2020 Feldman sent Colleague 3 additional texts referencing 

an expected “PTLA event” “next week.”  

120. On April 30 and May 1, 2020, both before and after the Alexion Board 

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unanimously adopted formal resolutions approving the transaction, Dupont attended meetings 

where the May 4 Announcement date was confirmed. 

121. On May 1, Cronin, Kaplan and Feldman all purchased more call options. Feldman 

and Kaplan each bought a large volume of May 15 call options with a strike price of $10 – 300 

and 351 contracts each, respectively. That day, Portola’s stock price had opened at $6.92 per 

share, traded at a high of $7.17 and closed at $7.04. 

122. On the evening of May 1, Feldman texted Kaplan: “Hopefully Monday is a big 

day. It’s supposed to be Monday right?” 

123. On the morning of May 3, Dupont and Cronin spoke by phone at least three times.  

124. By the afternoon of May 3 at the latest, Dupont had learned that the 

Announcement was postponed.  

125. On the morning, Monday, May 4, Dupont received an email reiterating the 

confidentiality policy and trading restrictions, which indicated that the parties were still working 

toward an imminent announcement.  

126. On May 4, both Cronin and Kaplan bought more May 15 call options at a strike 

price of $10.00. That day, Portola’s stock opened at $7.00, traded at a high of $7.77, and closed 

at $7.76. 

127. By the evening of May 4 at the latest, Dupont was notified that the 

Announcement would take place the next morning, on May 5. 

128. The table below shows the type, net quantity and purchase dates of Portola 

securities Defendants Cronin, Kaplan and Feldman purchased from April 8, 2020 through May 4, 

2020. 

  

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Defendant  Portola Security  Quantity  Purchase Dates 

Cronin  PTLA stock  2094 shares  April 9; April 23 

PTLA May 15 2020 7.5 Call Option  30 contracts  April 28 

PTLA Sep 18 2020 10.0 Call Option  15 contracts  May 1 

PTLA May 15 2020 10.0 Call Option  15 contracts  May 4 

 

Kaplan  PTLA stock  1,013.4 shares  April 15; April 24; April 29; May 4 

PTLA May 15 2020 7.5 Call Option  76 contracts  April 28; April 30 

PTLA Sep 18 2020 10.0 Call Option  4 contracts  April 30 

PTLA May 15 2020 10.0 Call Option  516 contracts  May 1; May 4 

 

Feldman  PTLA stock  17000 shares  April 27; April 28 

PTLA Jan 15 2021 7.5 Call Option  220 contracts  April 23; April 24; April 28 

PTLA Jan 15 2021 10.0 Call Option  100 contracts  April 27 

PTLA Jun 19 2020 12.5 Call Option  200 contracts  April 27 

PTLA May 15 2020 7.5 Call Option  200 contracts  April 29 

PTLA May 15 2020 10.0 Call Option  300 contracts  April 27; April 28; April 29 

PTLA Jun 19 2020 7.5 Call Option  300 contracts  April 27; May 1 

PTLA Jun 19 2020 10.0 Call Option  735 contracts  April 27; April 29; May 1 

 
129. On May 5, at approximately 7:00 a.m., Portola and Alexion issued the 

Announcement: a joint press release announcing the commencement of the tender offer and 

merger agreement. 

130. On May 5, after the Announcement of the tender offer was released, Portola’s 

stock price rose to a high of $17.91, and closed at $17.85, an increase of 130% over the prior 

day’s closing price. 

131. Within minutes after the acquisition announcement, Feldman texted Kaplan: “It 

happened! 18/share.” Within the next minute, Kaplan texted Cronin, “Dude!” 

132. Cronin, Kaplan and Feldman all began selling their Portola securities later that 

day.  

133. Feldman sold all of his Portola securities by 9:40 a.m. on May 5.   

134. Kaplan sold all his Portola options on May 5, and sold his Portola stock the next 

day. 

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135. Cronin began selling his Portola securities on May 5, and sold his position by the 

end of June, 2020.  

III. KAPLAN AND FELDMAN UNLAWFULLY TIP INFORMATION TO 
SUCCESSIVE TIPPEES WHO THEN TRADE. 

136. Kaplan and Feldman also unlawfully passed the information they received about 

the Alexion-Portola Deal to their relatives and colleagues in the expectation that the relatives and 

colleagues would trade. Some of their trades are similar to trades that Kaplan or Feldman were 

executing at or around the same time. 

A. Kaplan Relative  

137. From about April 26 through May 1, 2020, Kaplan texted one of his relatives 

(“Kaplan Relative”) – who had never invested in Portola – with instructions to buy Portola call 

options. Kaplan and Kaplan Relative also spoke by phone several times. 

138. Kaplan advised Kaplan Relative to transfer funds into Kaplan Relative’s 

brokerage account and instructed the relative how to invest in options.  

139. On April 27, 2020, Kaplan Relative transferred $5,000 into their account.  

140. Kaplan Relative began attempting to buy Portola call options on April 28, 2020, 

and eventually, on May 1, 2020, purchased 150 May 15 call options with a strike price of $10. 

141. Kaplan Relative sold all their Portola call options on the morning of the 

Announcement. 

B. Feldman Relatives 1 and 2 

142. On April 24, 27, and 30, Feldman exchanged phone calls with one of his relatives 

(“Feldman Relative 1”), who shares a home with another of Feldman’s relatives (“Feldman 

Relative 2”) and trades in Feldman Relative 2’s brokerage account.  

143. That account, which had not previously purchased Portola securities, purchased 

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Portola stock on April 24 and May 4.  

144. The Feldman Relative 2 account sold its entire Portola position shortly after the 

Announcement.  

C. Colleague 1  

145. Feldman also passed information to a medical doctor who was also associated 

with the Hospital and had a personal and professional relationship with Feldman (“Colleague 

1”).  

146. Colleague 1 had a history of trading in Portola, but had not invested in Portola 

options since June 2017.  

147. On April 23, 2020, at around 4:30 p.m., Colleague 1 and Feldman spoke by 

phone.  

148. On April 24, Colleague 1 purchased large quantities of Portola stock and call 

options in several different series, including 800 June 19 call options contracts with a $12.50 

strike price and 500 June 19 call options contracts with a $10 strike price.  

149. On May 1, Colleague 1 bought additional call options and 1500 shares of Portola 

stock.  

150. Colleague 1 and Feldman exchanged frequent text messages, including multiple 

messages on the days that Colleague 1 purchased Portola securities.  

151. On the morning of the Announcement, Colleague 1 sold their entire Portola 

position.  

152. That morning, Feldman texted Colleague 3 that Feldman was also texting with 

Colleague 1 – whom Feldman described as one of his “buds.” Feldman told Colleague 3 that 

Colleague 1 “[b]et everything [they] owned” and made so much money on the Portola trade that 

Colleague 1 was “gonna quit [their] job.” 

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D. Colleague 2  

153. Feldman passed the information to another colleague who was also a medical 

doctor at the Hospital (“Colleague 2”).  

154. Feldman and Colleague 2 discussed investments together, and Colleague 2 made 

investments pursuant to information Feldman provided.  

155. Colleague 2 and Feldman exchanged multiple text messages from April 24 

through April 29, and on the day of the Announcement.  

156. Colleague 2 purchased Portola stock on April 27 and 29, and sold it on May 5, 

2020, several hours after the Announcement.  

157. Colleague 2 had never invested in Portola stock before April 27. 

E. Colleague 3  

158. As described in paragraphs 118 and 119, Feldman passed Colleague 3 information 

about the Alexion-Portola Deal. Colleague 3 purchased Portola securities while aware of and 

using that information.  

159. Colleague 3 purchased Portola stock on three dates before the Announcement: 

April 24, April 29 and May 4. 

160. Colleague 3 sold their Portola position on May 5, 2020, shortly after the 

Announcement. 

F. Colleague 4  

161. Feldman also passed information to a nurse who was, at the time, employed at the 

Hospital (“Colleague 4”).  

162. On April 27, 2020, having never previously purchased Portola securities, 

Colleague 4’s account purchased Portola stock.  

163. Feldman and Colleague 4 exchanged frequent text messages, often sending 

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multiple messages within a day, including the days leading up to Colleague 4’s April 27 Portola 

stock purchase.  

164. Colleague 4 sold their Portola securities on May 5, 2020, shortly after the 

Announcement.  

165. In approximately August 2020, Colleague 4 was hired at Feldman’s clinic.  

IV. CRONIN UNLAWFULLY PASSES INFORMATION TO MENDOZA AND 
MENDOZA UNLAWFULLY TRADES 

166. On approximately April 30, 2020, Dupont and Mendoza, along with their 

families, drove to the Madeira Beach, Florida area to vacation together.  

167. On the evening of May 3, 2020, while in Florida, Dupont and Mendoza and their 

families went to a restaurant near the beach. 

168. Later that evening, Mendoza placed a call to Cronin. At or around the same time 

as he called Cronin, Mendoza opened a brokerage account and ordered a transfer of $25,000 into 

it. 

169. Early the next morning, May 4, 2020, Cronin and Mendoza spoke on the phone 

for approximately 30 minutes. At or around the same time as this call, Mendoza purchased 

Portola stock.  

170. Later in the afternoon of May 4, Cronin and Mendoza had another phone call. 

Again, at approximately the same time as this phone call, Mendoza purchased additional Portola 

stock. 

171. In total, on May 4, Mendoza purchased 3561 shares of Portola stock. 

172. Mendoza began selling his Portola stock on the morning of the Announcement, 

and had sold his entire position by the end of June 2020. 

  

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V. DEFENDANTS’ ILL-GOTTEN GAINS 

173. The approximate dollar amounts of each trading Defendant’s Portola stock and 

options purchases between April 8, 2020 and May 4, 2020, profits arising from selling those 

Portola securities, and resulting rates of return are listed in the chart below.2  

Defendant  Purchase Cost  Profit  Rate of Return 

Cronin  $19,500  $72,000  370% 

Mendoza  $25,000  $38,600  155% 

Kaplan  $27,100  $472,100  1,742% 

Feldman  $317,800  $1,730,800   545% 

 

174. The rates of return for Cronin, Kaplan and Feldman include both their stock and 

options trading. Kaplan’s and Feldman’s rates of return reflect the significant quantities of 

inexpensive, short-term, out of the money Portola options they purchased after learning of the 

Alexion-Portola Deal, as alleged above.  

175. Kaplan’s and Feldman’s relatives and colleagues also profited from their 

purchases of Portola securities between April 8 and May 4, 2020, as reflected in the chart below.  

Successive Tippee  Purchase Cost  Profit  Rate of Return 

Kaplan Relative   $3,500  $112,000  3,172% 

Feldman Relatives 1 and 2  $215,100  $318,900  148% 

Colleague 1  $198,500  $1,276,900  643% 

Colleague 2  $10,000  $ 14,000  142% 

Colleague 3  $1,900  $ 3,000  152% 

Colleague 4  $1,500  $ 2,100  138% 

 

176. As with Kaplan and Feldman, the rates of return for Kaplan Relative, Feldman 

Relatives 1 and 2, and Colleague 1 reflect the large quantity of inexpensive, short-term, out of 

the money Portola options they purchased after learning of the Alexion-Portola Deal, as alleged 

                                                 
2 Figures shown in both charts on this page are approximate and rounded. 

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above. 

VI. AFTER THE ANNOUNCEMENT, KAPLAN AND FELDMAN SEEK MORE 
INSIDE INFORMATION FROM THEIR “MOLE” AND CRONIN SEEKS TO 
PROVIDE IT.   

177. On May 6, 2020, as Kaplan and Feldman exulted in their profits, Feldman asked 

Kaplan whether he would have been so bold in purchasing Portola options if Feldman had not 

provided him with advice. Kaplan texted: “I was thinking of doing options as soon as I heard 

about the info, that’s why I called you. I wish I had a way of putting more money into the 

account faster.” 

178. On May 13, 2020, Colleague 3 texted Feldman, in frustration about recent losses 

in their investment portfolio: “I wanna MAKE money…Not lose it…I need more inside 

information[.]” 

179. On May 15, 2020, after Kaplan noted to Feldman that a different stock had 

increased in price 400% after a news announcement, Feldman replied: “This shit happens every 

day bro . . . Knowing of a buyout or any news beforehand is gols [sic].” Kaplan: “Yup[.] Kaplan 

continued, in Russian: “Let’s hope our golden goose will continue laying golden eggs!” Feldman 

responded, in English: “We just have to be patient[.]” 

180. Cronin and Kaplan also continued to text and talk on the phone about stocks and 

investments after the Announcement. 

181. On May 20, 2020, Feldman texted Kaplan: “You think ALXN is gonna go up in 

July? There’s rumor that they themself [sic] will be bought. I hope your mole gives us a clue.” 

182. On May 22, 2020, Kaplan and Cronin texted about Alexion call options, and 

Cronin told Kaplan that he would “do some research” the following weekend.  

183. On May 23, 2020, Feldman texted Kaplan: “All we need is a little bit of luck. 

Having golden goose definitely doesn’t hurt[.]” Kaplan replied, in Russian: “I am expecting a 

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report from Stierlitz soon[.]” Stierlitz was a Soviet-era super-spy character from a popular 

Russian book series. 

184. On May 24, 2020, Kaplan again texted Cronin about their “equity of interest.” 

Cronin said he would “do some research. Haven’t had time to read up. . . I will let you know 

what I see in the articles[.]” 

185. On the morning of Monday, May 26, 2020, Cronin told Kaplan, “I was unable to 

read up on that info. Sorry. I will this week, however.” 

186. Cronin called Dupont later that day, and they made plans over text messages to 

meet that evening.  

187. Around 9:30 p.m. that evening, Cronin texted Kaplan: “Read a lot of material 

tonight[.]” Kaplan replied, “What have you learned?” Cronin responded, “Let’s chat tomorrow if 

you’re available[.]”      

188. On June 23, 2020, Feldman texted Kaplan, stating that they needed to “decide on 

ALXN in the next 2 days.” Kaplan responded, “Yeah, I’ll reach out to my goose[.]” Kaplan later 

texted Cronin and asked him about the “game plan” for buying Alexion call options.  

189. Around 8:00 a.m. the next morning, June 24, 2020, Cronin then texted Dupont, 

and asked him several times to meet that day, but Dupont could not meet. At around 11:00 a.m. 

that morning, Cronin texted Kaplan, “It’s going to be impossible for me to see my buddy until 

the weekend.”  

190. During the afternoon of June 24, Cronin continued to try to arrange to meet 

Dupont. Dupont said that he was very busy with “the most important stuff in the company.” 

Cronin replied, “Obviously, if I can do anything for you, I will. I just don’t know if you want me 

on those calls. LOL[.]” Cronin and Dupont met later that evening.  

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191. The night of June 24, 2020, at around 9:00 p.m., Cronin and Kaplan spoke on the 

phone. Two minutes later, Kaplan texted Feldman: “Do you have a second? I just heard from my 

asset.” 

192. The next month, on or about July 31, 2020, one of the broker-dealers that 

maintained Kaplan’s brokerage accounts contacted Kaplan to ask about his Portola trading. 

Kaplan claimed that his Portola options trades were based on earnings releases, and denied any 

connection to the companies he invested in. Kaplan called Feldman shortly after the call with the 

broker-dealer. 

193. A few weeks later, around August 14, 2020, Kaplan and Feldman spoke by video 

call. Feldman then texted with Colleague 3 about Feldman’s call with Kaplan. Feldman told 

Colleague 3 that Kaplan “thinks he’s going to jail for ptla” because of “inside info etc[.]” 

Feldman noted that his own broker-dealer had not called him, even though “[he] and [Colleague 

1] made way more than [Kaplan] did.” Feldman continued: “I got a good tip. No one called me 

when I lost a ton of $ on [a prior investment.] . . . So f[***] them all. The world isn’t fair… We 

use any edge we can get…”  

 
FIRST CLAIM FOR RELIEF 

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

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

paragraphs 1 through 193. 

195. At all relevant times, Dupont owed a duty of trust and confidence to maintain the 

confidentiality of material nonpublic information concerning the Alexion-Portola Deal and to 

refrain from communicating that information to others without a corporate purpose. 

196. Dupont tipped his close friend Cronin with material nonpublic information about 

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the Alexion-Portola Deal in violation of the duty he owed. 

197. Dupont knew, consciously avoided knowing, or was reckless in not knowing that 

the information he tipped was material and nonpublic and that he was breaching his duty by 

disclosing material nonpublic information to Cronin. 

198. Dupont received a personal benefit from his tip of material nonpublic information 

to Cronin, including the benefit of providing a gift of inside information to Cronin, with whom 

he had a close personal relationship.  

199. Dupont also knew, consciously avoided knowing, or was reckless in not knowing 

that the information he communicated would be used in securities trading. 

200. Cronin knew, consciously avoided knowing, or was reckless in not knowing that 

Dupont disclosed material nonpublic information to him in breach of a duty of trust and 

confidence for personal benefit. 

201. Cronin bought Portola stock and options based on material nonpublic information 

that he received from Dupont. Cronin knew, consciously avoided knowing, or was reckless in 

not knowing that the information was material and nonpublic. Cronin used this inside 

information in conducting his trades, and it was a significant factor in his decision to trade. 

202. Cronin unlawfully communicated to Kaplan and Mendoza material nonpublic 

information that he received from Dupont. Cronin also knew, consciously avoided knowing, or 

was reckless in not knowing that the information he communicated would be used in securities 

trading. 

203. Kaplan bought Portola stock and options based on material nonpublic information 

that he received from Cronin despite knowing, consciously avoiding knowing, or being reckless 

in not knowing, that the information was material and nonpublic. Kaplan knew, consciously 

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

disclosed in breach of a duty of trust and confidence for personal benefit. Kaplan used this inside 

information in conducting his trades, and it was a significant factor in his decision to trade.   

204. Kaplan unlawfully communicated to Feldman and Kaplan Relative material 

nonpublic information that he received from Cronin. Kaplan also knew, consciously avoided 

knowing, or was reckless in not knowing that the information he communicated would be used in 

securities trading. 

205. Feldman bought Portola stock based on material nonpublic information that he 

received from Kaplan despite knowing, consciously avoiding knowing, or being reckless in not 

knowing, that the information was material and nonpublic. Feldman knew, consciously avoided 

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

in breach of a duty of trust and confidence for personal benefit. Feldman used this inside 

information in conducting his trades, and it was a significant factor in his decision to trade. 

206. Feldman unlawfully communicated to Feldman Relatives 1 and 2 and Colleagues 

1-4 material nonpublic information that he received from Kaplan. Feldman also knew, 

consciously avoided knowing, or was reckless in not knowing that the information he 

communicated would be used in securities trading. 

207. Mendoza bought Portola stock based on material nonpublic information that he 

received from Cronin despite knowing, consciously avoiding knowing, or being reckless in not 

knowing, that the information was material and nonpublic. Mendoza knew, consciously avoided 

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

in breach of a duty of trust and confidence for personal benefit. Mendoza used this inside 

information in conducting his trades, and it was a significant factor in his decision to trade. 

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208. Defendants, directly or indirectly, singly or in concert, 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 have (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 

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. 

209. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have 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]. 

 
SECOND CLAIM FOR RELIEF 

Violations of Exchange Act Section 14(e) and Rule 14e-3 thereunder 
(ALL DEFENDANTS) 

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

paragraphs 1 through 193. 

211. Between at least April 8, 2020 and May 4, 2020, Alexion (the “offering person”) 

took substantial steps to commence or did commence a tender offer for Portola’s shares of stock 

but the proposed tender offer was not publicly announced during this time.  

212. Between at least April 8, 2020 and May 5, 2020, Defendants had material 

nonpublic information from Alexion relating to the tender offer Portola’s shares, knew or had 

reason to know that this information was nonpublic; knew or had reason to know that this 

information was acquired directly or indirectly from (a) the offering person, (b) the issuer of the 

securities sought or to be sought by such tender offer, or (c) any officer, director, partner or 

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employee or any other person acting on behalf of such offering person or such issuer; and 

purchased or sold, or caused to be purchased or sold, Portola’s securities; and/or communicated 

this material, nonpublic information to one or more persons under circumstances in which they 

knew or it was reasonably foreseeable that such communication was likely to result in the 

recipient’s purchase or sale of Portola’s securities before the tender offer was publicly 

announced.  

213. By reason of the foregoing, Defendants have violated and, unless enjoined will 

again violate, Exchange Act Section 14(e) [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 

C.F.R. § 240.14e-3]. 

 
PRAYER FOR RELIEF 

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

Judgment: 

I. 

Permanently enjoining Defendants and their agents, servants, employees and attorneys 

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

indirectly, Exchange Act Sections 10(b) and 14(e) [15 U.S.C. §§ 78j(b) and 78n(e)], and Rules 

10b-5 and 14e-3 thereunder [17 C.F.R. §§ 240.10b-5 and 240.14e-3];  

II. 

Ordering Cronin, Kaplan, Feldman and Mendoza to disgorge all ill-gotten gains they 

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)]; 

  

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III. 

Ordering Defendants to pay civil monetary penalties under Exchange Act Section 21A(a) 

[15 U.S.C. § 78u-1(a)];  

IV. 

Permanently prohibiting Defendants 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 

V. 

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

JURY DEMAND 

 The Commission demands a trial by jury.  

 
 
Dated: New York, New York 

June 29, 2023 

 /s/ Antonia M. Apps    

ANTONIA M. APPS  
REGIONAL DIRECTOR  
Thomas P. Smith, Jr. 
Alison T. Conn 
Margaret Spillane 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0934 (Spillane) 
[email protected] 

  

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