SEC v. Amit Bhardwaj; Dhirenkumar Patel; Srinivasa Kakkera; Abbas Saeedi; Ramesh Chitor; Gauri Salwan, et al., No. 1:22-cv-06277, Southern District of New York (July 26, 2022) — Complaint

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JOSEPH G. SANSONE
Simona K. Suh
Joshua Geller
Ann Marie Preissler
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-5056 (Preissler)
Email:  [email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

AMIT BHARDWAJ, DHIRENKUMAR
PATEL, SRINIVASA KAKKERA,
ABBAS SAEEDI, and RAMESH CHITOR,

                                             Defendants,

-and-

GAURI SALWAN, THE KAKKERA
FAMILY TRUST, ALL US TACOS INC., and
JANYA SAEEDI,

                                              Relief Defendants.

COMPLAINT

1:22-cv-06277_(       )

JURY TRIAL DEMANDED

Plaintiff United States Securities and Exchange Commission (“Commission”), for its
Complaint against Defendants Amit Bhardwaj (“Bhardwaj”), Dhirenkumar Patel (“Patel”),
Srinivasa Kakkera (“Kakkera”), Abbas Saeedi (“Saeedi”), and Ramesh Chitor (“Chitor”),
(collectively, “Defendants”), and Relief Defendants Gauri Salwan (“Salwan”), the Kakkera

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Family Trust (“the Kakkera Trust”), All US Tacos Inc. (“All US Tacos”), and Janya Saeedi
(collectively, “Relief Defendants”) alleges as follows:
SUMMARY
1. This action involves insider trading by the Defendants in the securities of
Coherent, Inc. (“Coherent”) and NeoPhotonics Corporation (“NeoPhotonics”) based on material
nonpublic information misappropriated by Bhardwaj, then Chief Information Security Officer
(“CISO”) to Lumentum Holdings Inc. (“Lumentum”), ahead of, first, the January 19, 2021
announcement of Lumentum’s agreement to acquire Coherent (the “Coherent Announcement”),
and, second, the November 4, 2021 announcement of Lumentum’s agreement to acquire
NeoPhotonics (the “NeoPhotonics Announcement”).
2. Bhardwaj learned material nonpublic information about Lumentum’s plan to
acquire Coherent in late 2020, through his work at Lumentum.
3. Based on that material nonpublic information and in breach of his duty of trust
and confidence to Lumentum, during the weeks leading up to the Coherent Announcement,
Bhardwaj purchased Coherent securities for himself and caused a brokerage account held in the
name of his wife, Salwan, to purchase more Coherent securities.  Bhardwaj also tipped his friend
Patel to purchase Coherent securities ahead of the Coherent Announcement and provided Patel
with funds for some of those purchases, in exchange for a promise that Patel would share some
of his ill-gotten gains with Bhardwaj.
4. Following the Coherent Announcement, the company’s stock price went up by
approximately 29%, and Bhardwaj, Salwan, and Patel obtained ill-gotten gains of at least
$448,000, $14,000, and $423,000, respectively.  As they had agreed before the Coherent

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Announcement, Patel subsequently sent a portion of his ill-gotten trading gains to Bhardwaj.  At
Bhardwaj’s direction, Patel made the payment to Bhardwaj’s friend Kakkera.
5. Approximately ten months later, Bhardwaj again misappropriated Lumentum’s
material nonpublic information, this time about Lumentum’s impending acquisition of
NeoPhotonics.  Bhardwaj again learned this information through his work and, in breach of his
duty of trust and confidence to Lumentum, tipped his friends Kakkera, Saeedi, and Chitor to
trade in NeoPhotonics securities ahead of the NeoPhotonics Announcement.
6. During approximately three weeks leading up to the NeoPhotonics
Announcement, based on Bhardwaj’s tips, Kakkera purchased NeoPhotonics securities in
multiple accounts held in his own name and also caused an account of the Kakkera Trust to
purchase NeoPhotonics securities; Saeedi purchased NeoPhotonics securities in an account held
in his own name and also caused accounts in the names of his entity All US Tacos and his wife
Janya Saeedi to purchase NeoPhotonics securities; and Chitor purchased NeoPhotonics securities
in an account held in his own name.
7. Following the NeoPhotonics Announcement, the company’s stock price went up
by more than 38%, and Kakkera, the Kakkera Trust, Saeedi, All US Tacos, Janya Saeedi, and
Chitor obtained ill-gotten gains of at least $2.16 million, $289,000, $176,000, $127,000,
$387,000, and $1.24 million, respectively.  Some of those profits were later shared with
Bhardwaj.
8. From the Defendants’ illicit trading, the Defendants and the Relief Defendants
reaped combined illegal profits totaling more than $5.2 million.

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VIOLATIONS
9. By virtue of the foregoing conduct and as alleged further herein, Defendants have
violated Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §
78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
10. 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
11. The Commission brings this action pursuant to the authority conferred upon it by
Exchange Act Sections 21(d) [15 U.S.C. § 78u(d)] and 21A(a) [15 U.S.C. § 78u-1(a)].
12. The SEC 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 and Relief Defendants to disgorge any 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)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]; (c)
ordering Defendants to pay civil money penalties pursuant to Exchange Act Section 21A [15
U.S.C. § 78u-1]; (d) 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.

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JURISDICTION AND VENUE
13. This Court has jurisdiction over this action pursuant to Exchange Act Section 27
[15 U.S.C. § 78aa].
14. 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.
15. Venue lies in this District under Exchange Act Section 27(a) [15 U.S.C. §
78aa(a)].  Certain of the acts, practices, transactions, and courses of business alleged in this
Complaint occurred within this District, including executions of securities transactions through at
least one broker-dealer located in this District and clearing and settlement through a financial
services company located in this District, and involve securities listed on stock exchanges
located within this District.
DEFENDANTS
16. Bhardwaj, age 49, resides in San Ramon, California.  From at least 2019 until
July 15, 2022, Bhardwaj was employed, through a wholly-owned indirect subsidiary of
Lumentum, as the CISO of Lumentum.
17. Patel, age 50, resides in Newark, California.  Since 2016, Patel has been
employed as a manager of technical marketing at a software company based in Santa Clara,
California.
18. Kakkera, age 47, resides in Pleasanton, California.  Since 2019, Kakkera has
worked as the Head of Engineering and Artificial Intelligence at a publicly-traded computer
software company headquartered in San Jose, California.

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19. Saeedi, age 47, resides in Fremont, California.  Saeedi is the Chief Executive
Officer and the owner/operator of a tax preparation firm in Newark, California.
20. Chitor, age 45, resides in Fremont, California.  Chitor works as Director of
Alliances at a publicly-traded data security firm based in Palo Alto, California.
RELIEF DEFENDANTS
21. All US Tacos is a California corporation with its principal place of business in
Fremont, California.  Saeedi and Janya Saeedi are the sole directors.  Saeedi had authority to and
did execute trades for the brokerage account of All US Tacos.
22. The Kakkera Trust is a personal and testamentary trust governed by the state of
California.  Kakkera and his wife are the trustees.  At all relevant times, Kakkera had authority to
and did execute trades for the brokerage account of the Kakkera Trust.
23. Salwan, age 45, is the wife of Bhardwaj and resides in San Ramon, California.
24. Janya Saeedi, age 54, is the wife of Saeedi and resides in Fremont, California.
Although during relevant time Saeedi did not have formal authority to trade in his wife’s
brokerage account, his contact information was listed on the account, and he directed the trading
in the account.
OTHER RELEVANT ENTITIES
25. Lumentum is a provider of optical and photonic products incorporated in
Delaware and headquartered in San Jose, California.  Lumentum’s common stock is listed on the
NASDAQ Global Select Market, trading under the symbol “LITE.”
26. Coherent is a provider of laser solutions and optics headquartered in Santa Clara,
California.  At the time of the events alleged in this Complaint, Coherent’s common stock was

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listed on the NASDAQ Global Select Market and the NASDAQ Stock Market LLC, and traded
under the symbol “COHR.”
27.   NeoPhotonics is a developer of silicon photonics and advanced hybrid photonic
integrated circuit-based lasers, modules and subsystems for communications networks,
headquartered San Jose, California.  NeoPhotonics’s common stock is listed on the New York
Stock Exchange and trades under the symbol “NPTN.”
FACTS
I. Bhardwaj’s Role at Lumentum
28. From at least June 2019 to July 2022, Bhardwaj served as the CISO at Lumentum.
29. Bhardwaj’s job responsibilities included, among other things, defining and
developing a strategy and execution of Lumentum’s information security and programs,
providing thought leadership to executive teams and Lumentum’s board of directors around
information security and risk management, ensuring proper information technology audit and
compliance controls, and reviewing and approving information security policies, controls,
privacy policies, standards and procedures.  At all relevant times, as CISO, Bhardwaj had access
to Lumentum’s information technology systems.
30. At all relevant times, Bhardwaj was bound by Lumentum’s policies and
procedures, including policies relating to insider trading and safeguarding material nonpublic
information.  Those policies specifically applied to officers, employees, and consultants to
Lumentum and its subsidiaries.  Under those policies, Bhardwaj owed a duty to Lumentum not to
trade upon such information or advise anyone else to do so; was required to maintain the
confidentiality of Lumentum’s material nonpublic information; and was prohibited from
disclosing to persons outside of Lumentum material nonpublic information without a corporate

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purpose.  The material nonpublic information that Bhardwaj was charged with safeguarding
specifically included news of “potential mergers or acquisitions.”
II. Insider Trading In Coherent Securities
A. The Coherent Deal
31. Lumentum and Coherent initially discussed a potential transaction in the fall of
2019.  Their discussions ceased in March 2020 and resumed in November 2020, when
Lumentum submitted an indication of interest to acquire Coherent.
32. Throughout November and December 2020, Lumentum submitted several
acquisition offers to Coherent and signed an exclusivity agreement with Coherent on or around
December 27, 2020.
33. Throughout the next three weeks, Lumentum and Coherent conducted due
diligence and negotiated the terms of the proposed transaction.
34. During this same period from November 2020 to mid-January 2021, Lumentum
also explored the potential acquisition of NeoPhotonics.
35. On the evening of January 18, 2021, Lumentum and Coherent signed a definitive
merger agreement under which Lumentum was to acquire Coherent in a cash and stock
transaction valued at $5.7 billion.  Following the pre-market-open Coherent Announcement on
the next day, the price of Coherent stock closed at $197.01 per share, an increase of
approximately 29.65% from its closing price on the previous day.
36. In March 2021, Coherent terminated its acquisition agreement with Lumentum,
and it ultimately entered into an agreement to be acquired by another company.

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B. Bhardwaj and Salwan Accounts Purchased Coherent Securities

37. In the course of his employment as CISO of Lumentum, Bhardwaj learned by at
least December 2020 that Lumentum was considering acquisition of Coherent and NeoPhotonics.
This information was material and nonpublic.
38. Between December 2020 and the January 19, 2021 Coherent Announcement,
Bhardwaj continued to have, through his work at Lumentum, access to material nonpublic
information about Lumentum’s acquisition intentions.
39. Bhardwaj caused, directly or indirectly, Salwan’s brokerage account to purchase
shares of Coherent stock on December 30, 2020 and January 14, 2021.  By the time of the
Coherent Announcement, Salwan’s account had accumulated 353 shares of Coherent stock.
40. Bhardwaj purchased Coherent stock and call options in his own brokerage
accounts between December 30, 2020 and January 15, 2021.  Using his brokerage accounts, by
the date of the Coherent Announcement, Bhardwaj accumulated 4,316 Coherent shares and 72
Coherent call options.
41. Between November 30 and December 29, 2020, while Lumentum was also
considering acquiring NeoPhotonics, Bhardwaj also purchased NeoPhotonics shares and call
options in his brokerage accounts.  Bhardwaj liquidated his NeoPhotonics holdings by January
13, 2021, when it became clear that Lumentum was more likely to acquire Coherent, rather than
NeoPhotonics.
42. Following the Coherent Announcement, Bhardwaj and Salwan obtained total ill-
gotten gains of approximately $462,000.
43. Bhardwaj purchased Coherent securities for his own accounts and caused
purchases in Salwan’s account, as alleged above, while in possession and on the basis of material

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nonpublic information about Lumentum’s acquisition plans, in violation of Lumentum’s policies,
and in breach of his duty of trust and confidence to Lumentum.
44. Bhardwaj knew or recklessly disregarded that the information he possessed about
Lumentum’s acquisition plans was material and nonpublic.
45. Bhardwaj knew or recklessly disregarded that, by trading on Lumentum’s
confidential information in his own and Salwan’s accounts, as alleged above, he was breaching
his duty to Lumentum.
C. Bhardwaj Tipped Patel About the Coherent Announcement, and Patel
Traded on the Tip and Shared Illicit Profits With Bhardwaj

46. At all relevant times between November 2020 and January 2021, Bhardwaj and
Patel were longtime friends.  Bhardwaj and Patel socialized in person and communicated via
WhatsApp, telephone calls, and text message about topics including investing in securities and
business opportunities.
47. In or around November or December 2020, Bhardwaj told Patel that Lumentum
was looking to acquire other companies and proposed that Bhardwaj and Patel profit by trading
securities on the basis of confidential Lumentum information about such potential acquisitions.
48. By December 31, 2020, Bhardwaj told Patel that Lumentum was going to acquire
a company, and that Coherent and NeoPhotonics were among the targets.  This information was
material and nonpublic.
49. Bhardwaj and Patel agreed that Patel would trade on the material nonpublic
information provided by Bhardwaj, and that Patel would share with Bhardwaj some of his profits
from the trading.
50. While in possession and on the basis of material nonpublic information provided
by Bhardwaj, Patel began purchasing Coherent call options on December 31, 2020.

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51. In or around the first week of January 2021, Bhardwaj gave Patel approximately
$40,000 in cash, to fund further investments in Lumentum’s acquisition targets.
52. Later in January 2021, Bhardwaj told Patel that he was more confident that
Lumentum would acquire Coherent.
53. Patel made additional purchases of Coherent securities between January 5 and 15,
2021.  As of January 15, 2021, Patel had accumulated long positions of 8,000 shares of Coherent
stock and 70 Coherent call option contracts.
54. On January 19, 2021, following the Coherent Announcement, Patel sold all of his
holdings of Coherent stock and call options, generating illegal profits of over $423,000.
55. In addition, in January 2021, while Lumentum was also considering acquiring
NeoPhotonics, Patel purchased 20,000 shares of NeoPhotonics stock.
56. In April 2021, on Bhardwaj’s instruction and pursuant to Patel’s agreement to
share insider trading profits with Bhardwaj, Patel wrote a check for $100,000 to Bhardwaj’s
friend Kakkera.
57. The information that Bhardwaj tipped to Patel about Lumentum’s plans to acquire
Coherent and/or NeoPhotonics was material and nonpublic.
58. Bhardwaj knew or recklessly disregarded that the information he tipped to Patel
was material and nonpublic.
59. Bhardwaj tipped Patel with this information in violation of Lumentum’s policies
and in breach of Bhardwaj’s duty of trust and confidence to Lumentum.
60. Bhardwaj tipped Patel for personal benefits, including personal financial gain and
the benefit of making a gift of material nonpublic information to a friend.

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61. Bhardwaj intended for Patel trade on the tip, and he knew or recklessly
disregarded that Patel would use the tip to trade in Coherent securities.
62. At the time of his trading in Coherent securities, Patel knew that Bhardwaj
worked as the CISO for Lumentum and had access to confidential information about the
company’s potential business transactions.
63. Patel purchased Coherent securities as alleged above while in possession and on
the basis of the material nonpublic information that he had received from Bhardwaj.  Patel knew
or recklessly disregarded that the information was material and nonpublic.
64. Patel knew, recklessly disregarded, or consciously avoided knowing that the tips
he received from Bhardwaj were conveyed in breach of Bhardwaj’s fiduciary duty or a similar
obligation arising from a relationship of trust and confidence.
65. In addition to Patel, by at least early January 2021, Bhardwaj also tipped material
nonpublic information to two other individuals who also purchased Coherent stock in advance of
the Coherent Announcement and obtained illicit profits of more than $10,000.  Bhardwaj knew
or recklessly disregarded that the information he tipped to these individuals was material and
nonpublic.
66. Bhardwaj tipped this information to the two individuals with the intent to benefit
those individuals, in violation of Lumentum’s policies, and in breach of Bhardwaj’s duty of trust
and confidence to Lumentum.
67. Bhardwaj tipped the two individuals for personal benefits, including the benefit of
making a gift of material nonpublic information to a friend or a relative.
68. Bhardwaj intended for the two individuals to trade on his tips, and he knew or
recklessly disregarded that the two individuals would use the tips to trade in Coherent securities.

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III. Insider Trading in NeoPhotonics Securities

A. The NeoPhotonics Deal

69. Lumentum and NeoPhotonics first discussed a potential acquisition in September
2020, and their initial discussions ceased in January 2021, when Lumentum announced the
agreement to acquire Coherent.  In March 2021, Lumentum contacted NeoPhotonics to
determine whether NeoPhotonics would be interested in reengaging in potential acquisition
discussions with Lumentum.
70. Between June and September 2021, Lumentum and NeoPhotonics exchanged
several offers and counteroffers, culminating in a September 30, 2021 offer by Lumentum to
acquire NeoPhotonics for $16.00 per share.  NeoPhotonics’s board approved this proposal on
October 5, 2021.
71. From October 10, 2021 to November 3, 2021, Lumentum and NeoPhotonics
negotiated the terms of the acquisition agreement and engaged in various due diligence
discussions.
72. By at least mid-October 2021, through his work as CISO of Lumentum, Bhardwaj
became aware that Lumentum was likely to acquire NeoPhotonics.  On or about October 20,
2021, Lumentum tasked Bhardwaj with evaluating certain aspects of NeoPhotonics’s data
security systems.  The information that Bhardwaj obtained about Lumentum’s plan to acquire
NeoPhotonics was material and nonpublic.
73. Before the market opened on November 4, 2021, Lumentum publicly announced
its agreement to acquire NeoPhotonics.  Later that day, the price of NeoPhotonics stock closed at
$15.99 per share, an increase of approximately 38.8% from its closing price on the previous day.

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B. Bhardwaj Tipped Kakkera About the NeoPhotonics Announcement, and
Kakkera Traded on the Tip

74. Kakkera was a longtime friend of Bhardwaj.  During 2021, Kakkera frequently
communicated with Bhardwaj by telephone calls and through text and WhatsApp messages.
75. Bhardwaj and Kakkera communicated by telephone on October 8 and October 9,
2021.
76. By at least October 13, 2021, Bhardwaj tipped Kakkera with material nonpublic
information about Lumentum’s plan to acquire NeoPhotonics.
77. From October 13 through November 3, 2021, in multiple brokerage accounts in
his name, Kakkera bought 82,150 shares of NeoPhotonics stock.  In addition, between October
15 and November 1, 2021, Kakkera’s brokerage accounts accumulated a total of 3,014
NeoPhotonics call options contracts.
78. Between October 19, 2021 and November 3, 2021, Kakkera also caused, directly
or indirectly, the Kakkera Trust to buy 47,200 shares of NeoPhotonics stock.
79. In total, Kakkera and the Kakkera Trust paid approximately $1.66 million to
purchase both NeoPhotonics shares and call options.
80. Following the NeoPhotonics Announcement, Kakkera and the Kakkera Trust
gained a total of approximately $2.45 million in illicit profits.
81. Between October 7 and December 15, 2021, Kakkera transferred funds to Salwan
on at least four occasions, for a total of at least $300,000.
C. Bhardwaj Tipped Saeedi About the NeoPhotonics Announcement, and
Saeedi Traded on the Tip

82. Saeedi was a longtime friend of Bhardwaj, as well Bhardwaj’s accountant.
During 2021, Bhardwaj and Saeedi regularly communicated by telephone calls, text messages,

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and WhatsApp messages.
83. Bhardwaj and Saeedi communicated by telephone on October 15 and October 18,
2021.
84. On or before October 20, 2021, Bhardwaj tipped Saeedi with material nonpublic
information about Lumentum’s plan to acquire NeoPhotonics.
85. From October 20, 2021 to November 1, 2021, Saeedi caused, directly or
indirectly, a brokerage account in the name of this wife, Janya Saeedi, to purchase 6,000 shares
of NeoPhotonics stock and 635 NeoPhotonics call option contracts.
86. In his own brokerage account, Saeedi bought 299 NeoPhotonics call option
contracts between October 21 and 26, 2021.
87. Between November 1 and 3, 2021, Saeedi further caused, directly or indirectly,
All US Tacos’s brokerage account to purchase a total of 280 NeoPhotonics call option contracts.
88. Following the NeoPhotonics Announcement, Saeedi gained illicit profits of
approximately $176,566.  Janya Saeedi and All US Tacos also illegally profited by
approximately $387,062 and $127,475, respectively.
89. Less than three weeks later, on November 24, 2021, Saeedi wrote a check for
$100,000 to Salwan from his business’s bank account.
D. Bhardwaj Tipped Chitor About the NeoPhotonics Announcement, and
Chitor Traded on the Tip and Shared Illicit Profits With Bhardwaj

90. Chitor was a friend of Bhardwaj.  They often communicated by telephone and text
message and on occasion met in person, and they discussed their respective professions, the
economy, and securities trading.
91. On or about October 21, 2021, Bhardwaj and Chitor attended a business
networking dinner together.  While they were together, Bhardwaj tipped Chitor with material

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nonpublic information about Lumentum’s plan to acquire NeoPhotonics.  Bhardwaj and Chitor
agreed that Chitor would share with Bhardwaj some of his profits from trading on this
information.
92. Throughout the remainder of October, Bhardwaj and Chitor communicated via
telephone calls and text message.
93. From October 22 through November 3, 2021, Chitor accumulated 10,250 shares
of NeoPhotonics stock and 4,783 NeoPhotonics call option contracts based on the material
nonpublic information provided to him by Bhardwaj.
94. On the date of the NeoPhotonics Announcement, Chitor sold all of his
NeoPhotonics securities, gaining illicit profits of more than $1.24 million.
95. Following the NeoPhotonics Announcement, in late 2021, Bhardwaj asked Chitor
to send money to a relative of Bhardwaj who lived in India (“Relative 1”).  Chitor agreed and
directed two individuals he knew who had accounts in India to send to Relative 1 Indian rupees
in the amount equivalent to tens of thousands of U.S. dollars.  Chitor had the rupees transferred
to Relative 1 to compensate Bhardwaj for the material nonpublic information Bhardwaj had
provided to Chitor about the NeoPhotonics Announcement.
E. Bhardwaj, Kakkera, Saeedi, and Chitor Acted with Scienter
96. Bhardwaj tipped Kakkera, Saeedi, and Chitor with material nonpublic information
about Lumentum’s acquisition of NeoPhotonics in violation of Lumentum’s polices and in
breach Bhardwaj’s duty of trust and confidence to Lumentum.
97. Bhardwaj knew or recklessly disregarded that the information he tipped was
material and nonpublic.

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98. Bhardwaj tipped Kakkera, Saeedi, and Chitor for personal benefits, including
personal financial gain and the benefit of making gifts of material nonpublic information to
friends.
99. Bhardwaj intended for Kakkera, Saeedi, and Chitor to trade on Bhardwaj’s tips,
and he knew or recklessly disregarded that Kakkera, Saeedi, and Chitor would trade in
NeoPhotonics securities on his tips.
100. Kakkera, Saeedi, and Chitor each purchased NeoPhotonics securities as alleged
above (including by causing purchases in the accounts of the Kakkera Trust, Janya Saeedi, and
All US Tacos as alleged above) while in possession and on the basis of the material nonpublic
information that they had received from Bhardwaj.  Kakkera, Saeedi, and Chitor knew or
recklessly disregarded that the information was material and nonpublic.
101. Kakkera, Saeedi, and Chitor each knew, recklessly disregarded, or consciously
avoided knowing that the tips they received from Bhardwaj were conveyed in breach of
Bhardwaj’s fiduciary duty or a similar obligation arising from a relationship of trust and
confidence.
FIRST CLAIM FOR RELIEF

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

102. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 101.
103. 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

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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.
104. 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
Claims with Respect to Relief Defendants
(All Relief Defendants)

105. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 101.
106. By virtue of the conduct alleged herein, Salwan, the Kakkera Trust, All US Tacos,
and Janya Saeedi received ill-gotten gains based on the Defendants’ illegal conduct.
107. Salwan, the Kakkera Trust, All US Tacos, and Janya Saeedi have no legitimate
claim to these ill-gotten gains.
108. Salwan, the Kakkera Trust, All US Tacos, and Janya Saeedi obtained the ill-
gotten gains under circumstances in which it is not just, equitable, or conscionable for them to
retain the funds.
109. By reason of the foregoing, Salwan, the Kakkera Trust, All US Tacos, and Janya
Saeedi have therefore been unjustly enriched, and must disgorge ill-gotten gains that they
received.

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PRAYER FOR RELIEF

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

I.

 Permanently restraining and enjoining each Defendant and his agents, servants,
employees and attorneys and all persons in active concert or participation with any of them from
violating, directly or indirectly, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5];
II.
 Ordering Defendants 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)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)];
III.
 Ordering Defendants to pay civil monetary penalties under Exchange Act Section 21A
[15 U.S.C. § 78u-1];
IV.
 Prohibiting each Defendant 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
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)];
V.
 Ordering each Relief Defendant to disgorge, with prejudgment interest, all ill-gotten
gains by which the Relief Defendant was unjustly enriched, under Exchange Act Sections

20

21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)].
VI.
 Granting any other and further relief this Court may deem just and proper.
Dated:  New York, New York
July 25, 2022

/s/ Ann Marie Preissler______________
Ann Marie Preissler
Joseph G. Sansone
Simona K. Suh
Joshua Geller
Securities and Exchange Commission
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-5056 (Preissler)
Email: [email protected]

Attorneys for Plaintiff

1 
 

 
JOSEPH G. SANSONE 
Simona K. Suh 
Joshua Geller 
Ann Marie Preissler 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-5056 (Preissler) 
Email:  [email protected] 
 
UNITED STATES DISTRICT COURT  
SOUTHERN DISTRICT OF NEW YORK 
 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
AMIT BHARDWAJ, DHIRENKUMAR 
PATEL, SRINIVASA KAKKERA,  
ABBAS SAEEDI, and RAMESH CHITOR, 
  
                                             Defendants, 
 

-and- 
 
GAURI SALWAN, THE KAKKERA 
FAMILY TRUST, ALL US TACOS INC., and 
JANYA SAEEDI,  
 
 
                                              Relief Defendants. 
                          

 
 
 
 
 
 
 
COMPLAINT 

   
1:22-cv-06277_(       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

 
 

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

Complaint against Defendants Amit Bhardwaj (“Bhardwaj”), Dhirenkumar Patel (“Patel”), 

Srinivasa Kakkera (“Kakkera”), Abbas Saeedi (“Saeedi”), and Ramesh Chitor (“Chitor”),  

(collectively, “Defendants”), and Relief Defendants Gauri Salwan (“Salwan”), the Kakkera 

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Family Trust (“the Kakkera Trust”), All US Tacos Inc. (“All US Tacos”), and Janya Saeedi 

(collectively, “Relief Defendants”) alleges as follows:  

SUMMARY  

1. This action involves insider trading by the Defendants in the securities of 

Coherent, Inc. (“Coherent”) and NeoPhotonics Corporation (“NeoPhotonics”) based on material 

nonpublic information misappropriated by Bhardwaj, then Chief Information Security Officer 

(“CISO”) to Lumentum Holdings Inc. (“Lumentum”), ahead of, first, the January 19, 2021 

announcement of Lumentum’s agreement to acquire Coherent (the “Coherent Announcement”), 

and, second, the November 4, 2021 announcement of Lumentum’s agreement to acquire 

NeoPhotonics (the “NeoPhotonics Announcement”).    

2. Bhardwaj learned material nonpublic information about Lumentum’s plan to 

acquire Coherent in late 2020, through his work at Lumentum.   

3. Based on that material nonpublic information and in breach of his duty of trust 

and confidence to Lumentum, during the weeks leading up to the Coherent Announcement, 

Bhardwaj purchased Coherent securities for himself and caused a brokerage account held in the 

name of his wife, Salwan, to purchase more Coherent securities.  Bhardwaj also tipped his friend 

Patel to purchase Coherent securities ahead of the Coherent Announcement and provided Patel 

with funds for some of those purchases, in exchange for a promise that Patel would share some 

of his ill-gotten gains with Bhardwaj.   

4. Following the Coherent Announcement, the company’s stock price went up by 

approximately 29%, and Bhardwaj, Salwan, and Patel obtained ill-gotten gains of at least 

$448,000, $14,000, and $423,000, respectively.  As they had agreed before the Coherent 

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Announcement, Patel subsequently sent a portion of his ill-gotten trading gains to Bhardwaj.  At 

Bhardwaj’s direction, Patel made the payment to Bhardwaj’s friend Kakkera.  

5. Approximately ten months later, Bhardwaj again misappropriated Lumentum’s 

material nonpublic information, this time about Lumentum’s impending acquisition of 

NeoPhotonics.  Bhardwaj again learned this information through his work and, in breach of his 

duty of trust and confidence to Lumentum, tipped his friends Kakkera, Saeedi, and Chitor to 

trade in NeoPhotonics securities ahead of the NeoPhotonics Announcement.   

6. During approximately three weeks leading up to the NeoPhotonics 

Announcement, based on Bhardwaj’s tips, Kakkera purchased NeoPhotonics securities in 

multiple accounts held in his own name and also caused an account of the Kakkera Trust to 

purchase NeoPhotonics securities; Saeedi purchased NeoPhotonics securities in an account held 

in his own name and also caused accounts in the names of his entity All US Tacos and his wife 

Janya Saeedi to purchase NeoPhotonics securities; and Chitor purchased NeoPhotonics securities 

in an account held in his own name.   

7. Following the NeoPhotonics Announcement, the company’s stock price went up 

by more than 38%, and Kakkera, the Kakkera Trust, Saeedi, All US Tacos, Janya Saeedi, and 

Chitor obtained ill-gotten gains of at least $2.16 million, $289,000, $176,000, $127,000, 

$387,000, and $1.24 million, respectively.  Some of those profits were later shared with 

Bhardwaj.  

8. From the Defendants’ illicit trading, the Defendants and the Relief Defendants 

reaped combined illegal profits totaling more than $5.2 million. 

  

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VIOLATIONS 

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

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

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

10. 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 

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

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

12. The SEC 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 and Relief Defendants to disgorge any 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)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]; (c) 

ordering Defendants to pay civil money penalties pursuant to Exchange Act Section 21A [15 

U.S.C. § 78u-1]; (d) 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. 

  

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JURISDICTION AND VENUE 

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

[15 U.S.C. § 78aa].   

14. 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. 

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

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

Complaint occurred within this District, including executions of securities transactions through at 

least one broker-dealer located in this District and clearing and settlement through a financial 

services company located in this District, and involve securities listed on stock exchanges 

located within this District. 

DEFENDANTS 

16. Bhardwaj, age 49, resides in San Ramon, California.  From at least 2019 until 

July 15, 2022, Bhardwaj was employed, through a wholly-owned indirect subsidiary of 

Lumentum, as the CISO of Lumentum.       

17. Patel, age 50, resides in Newark, California.  Since 2016, Patel has been 

employed as a manager of technical marketing at a software company based in Santa Clara, 

California.   

18. Kakkera, age 47, resides in Pleasanton, California.  Since 2019, Kakkera has 

worked as the Head of Engineering and Artificial Intelligence at a publicly-traded computer 

software company headquartered in San Jose, California.   

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19. Saeedi, age 47, resides in Fremont, California.  Saeedi is the Chief Executive 

Officer and the owner/operator of a tax preparation firm in Newark, California.   

20. Chitor, age 45, resides in Fremont, California.  Chitor works as Director of 

Alliances at a publicly-traded data security firm based in Palo Alto, California.   

RELIEF DEFENDANTS 

21. All US Tacos is a California corporation with its principal place of business in 

Fremont, California.  Saeedi and Janya Saeedi are the sole directors.  Saeedi had authority to and 

did execute trades for the brokerage account of All US Tacos.  

22. The Kakkera Trust is a personal and testamentary trust governed by the state of 

California.  Kakkera and his wife are the trustees.  At all relevant times, Kakkera had authority to 

and did execute trades for the brokerage account of the Kakkera Trust. 

23. Salwan, age 45, is the wife of Bhardwaj and resides in San Ramon, California.  

24. Janya Saeedi, age 54, is the wife of Saeedi and resides in Fremont, California.  

Although during relevant time Saeedi did not have formal authority to trade in his wife’s 

brokerage account, his contact information was listed on the account, and he directed the trading 

in the account.   

OTHER RELEVANT ENTITIES 

25. Lumentum is a provider of optical and photonic products incorporated in 

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

NASDAQ Global Select Market, trading under the symbol “LITE.”  

26. Coherent is a provider of laser solutions and optics headquartered in Santa Clara, 

California.  At the time of the events alleged in this Complaint, Coherent’s common stock was 

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listed on the NASDAQ Global Select Market and the NASDAQ Stock Market LLC, and traded 

under the symbol “COHR.”     

27.   NeoPhotonics is a developer of silicon photonics and advanced hybrid photonic 

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

headquartered San Jose, California.  NeoPhotonics’s common stock is listed on the New York 

Stock Exchange and trades under the symbol “NPTN.”   

FACTS 

I. Bhardwaj’s Role at Lumentum 

28. From at least June 2019 to July 2022, Bhardwaj served as the CISO at Lumentum.   

29. Bhardwaj’s job responsibilities included, among other things, defining and 

developing a strategy and execution of Lumentum’s information security and programs, 

providing thought leadership to executive teams and Lumentum’s board of directors around 

information security and risk management, ensuring proper information technology audit and 

compliance controls, and reviewing and approving information security policies, controls, 

privacy policies, standards and procedures.  At all relevant times, as CISO, Bhardwaj had access 

to Lumentum’s information technology systems.  

30. At all relevant times, Bhardwaj was bound by Lumentum’s policies and 

procedures, including policies relating to insider trading and safeguarding material nonpublic 

information.  Those policies specifically applied to officers, employees, and consultants to 

Lumentum and its subsidiaries.  Under those policies, Bhardwaj owed a duty to Lumentum not to 

trade upon such information or advise anyone else to do so; was required to maintain the 

confidentiality of Lumentum’s material nonpublic information; and was prohibited from 

disclosing to persons outside of Lumentum material nonpublic information without a corporate 

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purpose.  The material nonpublic information that Bhardwaj was charged with safeguarding 

specifically included news of “potential mergers or acquisitions.” 

II. Insider Trading In Coherent Securities 

A. The Coherent Deal  

31. Lumentum and Coherent initially discussed a potential transaction in the fall of 

2019.  Their discussions ceased in March 2020 and resumed in November 2020, when 

Lumentum submitted an indication of interest to acquire Coherent.   

32. Throughout November and December 2020, Lumentum submitted several 

acquisition offers to Coherent and signed an exclusivity agreement with Coherent on or around 

December 27, 2020.   

33. Throughout the next three weeks, Lumentum and Coherent conducted due 

diligence and negotiated the terms of the proposed transaction.   

34. During this same period from November 2020 to mid-January 2021, Lumentum 

also explored the potential acquisition of NeoPhotonics. 

35. On the evening of January 18, 2021, Lumentum and Coherent signed a definitive 

merger agreement under which Lumentum was to acquire Coherent in a cash and stock 

transaction valued at $5.7 billion.  Following the pre-market-open Coherent Announcement on 

the next day, the price of Coherent stock closed at $197.01 per share, an increase of 

approximately 29.65% from its closing price on the previous day.   

36. In March 2021, Coherent terminated its acquisition agreement with Lumentum, 

and it ultimately entered into an agreement to be acquired by another company. 

 

 

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B. Bhardwaj and Salwan Accounts Purchased Coherent Securities 
 
37. In the course of his employment as CISO of Lumentum, Bhardwaj learned by at 

least December 2020 that Lumentum was considering acquisition of Coherent and NeoPhotonics.  

This information was material and nonpublic. 

38. Between December 2020 and the January 19, 2021 Coherent Announcement, 

Bhardwaj continued to have, through his work at Lumentum, access to material nonpublic 

information about Lumentum’s acquisition intentions. 

39. Bhardwaj caused, directly or indirectly, Salwan’s brokerage account to purchase 

shares of Coherent stock on December 30, 2020 and January 14, 2021.  By the time of the 

Coherent Announcement, Salwan’s account had accumulated 353 shares of Coherent stock. 

40. Bhardwaj purchased Coherent stock and call options in his own brokerage 

accounts between December 30, 2020 and January 15, 2021.  Using his brokerage accounts, by 

the date of the Coherent Announcement, Bhardwaj accumulated 4,316 Coherent shares and 72 

Coherent call options.   

41. Between November 30 and December 29, 2020, while Lumentum was also 

considering acquiring NeoPhotonics, Bhardwaj also purchased NeoPhotonics shares and call 

options in his brokerage accounts.  Bhardwaj liquidated his NeoPhotonics holdings by January 

13, 2021, when it became clear that Lumentum was more likely to acquire Coherent, rather than 

NeoPhotonics. 

42. Following the Coherent Announcement, Bhardwaj and Salwan obtained total ill-

gotten gains of approximately $462,000. 

43. Bhardwaj purchased Coherent securities for his own accounts and caused 

purchases in Salwan’s account, as alleged above, while in possession and on the basis of material 

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nonpublic information about Lumentum’s acquisition plans, in violation of Lumentum’s policies, 

and in breach of his duty of trust and confidence to Lumentum. 

44. Bhardwaj knew or recklessly disregarded that the information he possessed about 

Lumentum’s acquisition plans was material and nonpublic. 

45. Bhardwaj knew or recklessly disregarded that, by trading on Lumentum’s 

confidential information in his own and Salwan’s accounts, as alleged above, he was breaching 

his duty to Lumentum.  

C. Bhardwaj Tipped Patel About the Coherent Announcement, and Patel 
Traded on the Tip and Shared Illicit Profits With Bhardwaj 

 
46. At all relevant times between November 2020 and January 2021, Bhardwaj and 

Patel were longtime friends.  Bhardwaj and Patel socialized in person and communicated via 

WhatsApp, telephone calls, and text message about topics including investing in securities and 

business opportunities.  

47. In or around November or December 2020, Bhardwaj told Patel that Lumentum 

was looking to acquire other companies and proposed that Bhardwaj and Patel profit by trading 

securities on the basis of confidential Lumentum information about such potential acquisitions. 

48. By December 31, 2020, Bhardwaj told Patel that Lumentum was going to acquire 

a company, and that Coherent and NeoPhotonics were among the targets.  This information was 

material and nonpublic.   

49. Bhardwaj and Patel agreed that Patel would trade on the material nonpublic 

information provided by Bhardwaj, and that Patel would share with Bhardwaj some of his profits 

from the trading.  

50. While in possession and on the basis of material nonpublic information provided 

by Bhardwaj, Patel began purchasing Coherent call options on December 31, 2020. 

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51. In or around the first week of January 2021, Bhardwaj gave Patel approximately 

$40,000 in cash, to fund further investments in Lumentum’s acquisition targets.   

52. Later in January 2021, Bhardwaj told Patel that he was more confident that 

Lumentum would acquire Coherent.   

53. Patel made additional purchases of Coherent securities between January 5 and 15, 

2021.  As of January 15, 2021, Patel had accumulated long positions of 8,000 shares of Coherent 

stock and 70 Coherent call option contracts. 

54. On January 19, 2021, following the Coherent Announcement, Patel sold all of his 

holdings of Coherent stock and call options, generating illegal profits of over $423,000. 

55. In addition, in January 2021, while Lumentum was also considering acquiring 

NeoPhotonics, Patel purchased 20,000 shares of NeoPhotonics stock.   

56. In April 2021, on Bhardwaj’s instruction and pursuant to Patel’s agreement to 

share insider trading profits with Bhardwaj, Patel wrote a check for $100,000 to Bhardwaj’s 

friend Kakkera. 

57. The information that Bhardwaj tipped to Patel about Lumentum’s plans to acquire 

Coherent and/or NeoPhotonics was material and nonpublic.   

58. Bhardwaj knew or recklessly disregarded that the information he tipped to Patel 

was material and nonpublic.  

59. Bhardwaj tipped Patel with this information in violation of Lumentum’s policies 

and in breach of Bhardwaj’s duty of trust and confidence to Lumentum.   

60. Bhardwaj tipped Patel for personal benefits, including personal financial gain and 

the benefit of making a gift of material nonpublic information to a friend.   

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61. Bhardwaj intended for Patel trade on the tip, and he knew or recklessly 

disregarded that Patel would use the tip to trade in Coherent securities. 

62. At the time of his trading in Coherent securities, Patel knew that Bhardwaj 

worked as the CISO for Lumentum and had access to confidential information about the 

company’s potential business transactions.   

63. Patel purchased Coherent securities as alleged above while in possession and on 

the basis of the material nonpublic information that he had received from Bhardwaj.  Patel knew 

or recklessly disregarded that the information was material and nonpublic. 

64. Patel knew, recklessly disregarded, or consciously avoided knowing that the tips 

he received from Bhardwaj were conveyed in breach of Bhardwaj’s fiduciary duty or a similar 

obligation arising from a relationship of trust and confidence. 

65. In addition to Patel, by at least early January 2021, Bhardwaj also tipped material 

nonpublic information to two other individuals who also purchased Coherent stock in advance of 

the Coherent Announcement and obtained illicit profits of more than $10,000.  Bhardwaj knew 

or recklessly disregarded that the information he tipped to these individuals was material and 

nonpublic.   

66. Bhardwaj tipped this information to the two individuals with the intent to benefit 

those individuals, in violation of Lumentum’s policies, and in breach of Bhardwaj’s duty of trust 

and confidence to Lumentum.   

67. Bhardwaj tipped the two individuals for personal benefits, including the benefit of 

making a gift of material nonpublic information to a friend or a relative.   

68. Bhardwaj intended for the two individuals to trade on his tips, and he knew or 

recklessly disregarded that the two individuals would use the tips to trade in Coherent securities. 

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III. Insider Trading in NeoPhotonics Securities 
 
A. The NeoPhotonics Deal 
 
69. Lumentum and NeoPhotonics first discussed a potential acquisition in September 

2020, and their initial discussions ceased in January 2021, when Lumentum announced the 

agreement to acquire Coherent.  In March 2021, Lumentum contacted NeoPhotonics to 

determine whether NeoPhotonics would be interested in reengaging in potential acquisition 

discussions with Lumentum. 

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

several offers and counteroffers, culminating in a September 30, 2021 offer by Lumentum to 

acquire NeoPhotonics for $16.00 per share.  NeoPhotonics’s board approved this proposal on 

October 5, 2021. 

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

negotiated the terms of the acquisition agreement and engaged in various due diligence 

discussions. 

72. By at least mid-October 2021, through his work as CISO of Lumentum, Bhardwaj 

became aware that Lumentum was likely to acquire NeoPhotonics.  On or about October 20, 

2021, Lumentum tasked Bhardwaj with evaluating certain aspects of NeoPhotonics’s data 

security systems.  The information that Bhardwaj obtained about Lumentum’s plan to acquire 

NeoPhotonics was material and nonpublic.  

73. Before the market opened on November 4, 2021, Lumentum publicly announced 

its agreement to acquire NeoPhotonics.  Later that day, the price of NeoPhotonics stock closed at 

$15.99 per share, an increase of approximately 38.8% from its closing price on the previous day.   

 

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B. Bhardwaj Tipped Kakkera About the NeoPhotonics Announcement, and 
Kakkera Traded on the Tip 

 
74. Kakkera was a longtime friend of Bhardwaj.  During 2021, Kakkera frequently 

communicated with Bhardwaj by telephone calls and through text and WhatsApp messages.  

75. Bhardwaj and Kakkera communicated by telephone on October 8 and October 9, 

2021. 

76. By at least October 13, 2021, Bhardwaj tipped Kakkera with material nonpublic 

information about Lumentum’s plan to acquire NeoPhotonics.   

77. From October 13 through November 3, 2021, in multiple brokerage accounts in 

his name, Kakkera bought 82,150 shares of NeoPhotonics stock.  In addition, between October 

15 and November 1, 2021, Kakkera’s brokerage accounts accumulated a total of 3,014 

NeoPhotonics call options contracts. 

78. Between October 19, 2021 and November 3, 2021, Kakkera also caused, directly 

or indirectly, the Kakkera Trust to buy 47,200 shares of NeoPhotonics stock. 

79. In total, Kakkera and the Kakkera Trust paid approximately $1.66 million to 

purchase both NeoPhotonics shares and call options. 

80. Following the NeoPhotonics Announcement, Kakkera and the Kakkera Trust 

gained a total of approximately $2.45 million in illicit profits. 

81. Between October 7 and December 15, 2021, Kakkera transferred funds to Salwan 

on at least four occasions, for a total of at least $300,000. 

C. Bhardwaj Tipped Saeedi About the NeoPhotonics Announcement, and 
Saeedi Traded on the Tip  
 

82. Saeedi was a longtime friend of Bhardwaj, as well Bhardwaj’s accountant.  

During 2021, Bhardwaj and Saeedi regularly communicated by telephone calls, text messages, 

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and WhatsApp messages. 

83. Bhardwaj and Saeedi communicated by telephone on October 15 and October 18, 

2021. 

84. On or before October 20, 2021, Bhardwaj tipped Saeedi with material nonpublic 

information about Lumentum’s plan to acquire NeoPhotonics.     

85. From October 20, 2021 to November 1, 2021, Saeedi caused, directly or 

indirectly, a brokerage account in the name of this wife, Janya Saeedi, to purchase 6,000 shares 

of NeoPhotonics stock and 635 NeoPhotonics call option contracts. 

86. In his own brokerage account, Saeedi bought 299 NeoPhotonics call option 

contracts between October 21 and 26, 2021. 

87. Between November 1 and 3, 2021, Saeedi further caused, directly or indirectly, 

All US Tacos’s brokerage account to purchase a total of 280 NeoPhotonics call option contracts. 

88. Following the NeoPhotonics Announcement, Saeedi gained illicit profits of 

approximately $176,566.  Janya Saeedi and All US Tacos also illegally profited by 

approximately $387,062 and $127,475, respectively. 

89. Less than three weeks later, on November 24, 2021, Saeedi wrote a check for 

$100,000 to Salwan from his business’s bank account.  

D. Bhardwaj Tipped Chitor About the NeoPhotonics Announcement, and 
Chitor Traded on the Tip and Shared Illicit Profits With Bhardwaj 
 

90. Chitor was a friend of Bhardwaj.  They often communicated by telephone and text 

message and on occasion met in person, and they discussed their respective professions, the 

economy, and securities trading.   

91. On or about October 21, 2021, Bhardwaj and Chitor attended a business 

networking dinner together.  While they were together, Bhardwaj tipped Chitor with material 

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nonpublic information about Lumentum’s plan to acquire NeoPhotonics.  Bhardwaj and Chitor 

agreed that Chitor would share with Bhardwaj some of his profits from trading on this 

information.     

92. Throughout the remainder of October, Bhardwaj and Chitor communicated via 

telephone calls and text message.   

93. From October 22 through November 3, 2021, Chitor accumulated 10,250 shares 

of NeoPhotonics stock and 4,783 NeoPhotonics call option contracts based on the material 

nonpublic information provided to him by Bhardwaj.   

94. On the date of the NeoPhotonics Announcement, Chitor sold all of his 

NeoPhotonics securities, gaining illicit profits of more than $1.24 million. 

95. Following the NeoPhotonics Announcement, in late 2021, Bhardwaj asked Chitor 

to send money to a relative of Bhardwaj who lived in India (“Relative 1”).  Chitor agreed and 

directed two individuals he knew who had accounts in India to send to Relative 1 Indian rupees 

in the amount equivalent to tens of thousands of U.S. dollars.  Chitor had the rupees transferred 

to Relative 1 to compensate Bhardwaj for the material nonpublic information Bhardwaj had 

provided to Chitor about the NeoPhotonics Announcement. 

E. Bhardwaj, Kakkera, Saeedi, and Chitor Acted with Scienter  

96. Bhardwaj tipped Kakkera, Saeedi, and Chitor with material nonpublic information 

about Lumentum’s acquisition of NeoPhotonics in violation of Lumentum’s polices and in 

breach Bhardwaj’s duty of trust and confidence to Lumentum.  

97. Bhardwaj knew or recklessly disregarded that the information he tipped was 

material and nonpublic. 

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98. Bhardwaj tipped Kakkera, Saeedi, and Chitor for personal benefits, including 

personal financial gain and the benefit of making gifts of material nonpublic information to 

friends.   

99. Bhardwaj intended for Kakkera, Saeedi, and Chitor to trade on Bhardwaj’s tips, 

and he knew or recklessly disregarded that Kakkera, Saeedi, and Chitor would trade in 

NeoPhotonics securities on his tips.  

100. Kakkera, Saeedi, and Chitor each purchased NeoPhotonics securities as alleged 

above (including by causing purchases in the accounts of the Kakkera Trust, Janya Saeedi, and 

All US Tacos as alleged above) while in possession and on the basis of the material nonpublic 

information that they had received from Bhardwaj.  Kakkera, Saeedi, and Chitor knew or 

recklessly disregarded that the information was material and nonpublic. 

101. Kakkera, Saeedi, and Chitor each knew, recklessly disregarded, or consciously 

avoided knowing that the tips they received from Bhardwaj were conveyed in breach of 

Bhardwaj’s fiduciary duty or a similar obligation arising from a relationship of trust and 

confidence. 

FIRST CLAIM FOR RELIEF 
 

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

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

paragraphs 1 through 101. 

103. 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 

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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.   

104. 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 

Claims with Respect to Relief Defendants 
(All Relief Defendants) 

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

paragraphs 1 through 101. 

106. By virtue of the conduct alleged herein, Salwan, the Kakkera Trust, All US Tacos, 

and Janya Saeedi received ill-gotten gains based on the Defendants’ illegal conduct.  

107. Salwan, the Kakkera Trust, All US Tacos, and Janya Saeedi have no legitimate 

claim to these ill-gotten gains.  

108. Salwan, the Kakkera Trust, All US Tacos, and Janya Saeedi obtained the ill-

gotten gains under circumstances in which it is not just, equitable, or conscionable for them to 

retain the funds.  

109. By reason of the foregoing, Salwan, the Kakkera Trust, All US Tacos, and Janya 

Saeedi have therefore been unjustly enriched, and must disgorge ill-gotten gains that they 

received. 

  

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PRAYER FOR RELIEF 
 

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

 
I. 

 
 Permanently restraining and enjoining each Defendant and his agents, servants, 

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

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

thereunder [17 C.F.R. § 240.10b-5]; 

II. 

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

III. 

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

[15 U.S.C. § 78u-1];  

IV. 

 Prohibiting each Defendant 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 

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

§ 78u(d)(2)];  

V. 

 Ordering each Relief Defendant to disgorge, with prejudgment interest, all ill-gotten 

gains by which the Relief Defendant was unjustly enriched, under Exchange Act Sections 

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

VI. 

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

Dated: New York, New York 
July 25, 2022    

 

/s/ Ann Marie Preissler______________   

Ann Marie Preissler 
Joseph G. Sansone 
Simona K. Suh 
Joshua Geller 
Securities and Exchange Commission 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-5056 (Preissler) 
Email: [email protected]  

 
Attorneys for Plaintiff 

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