SEC v. PETER STUART; OUTLIER DEVELOPMENT LLC (f/k/a OAK TREE DEVELOPMENT LLC); OUTLIER MULTIFAMILY ASSET MANAGEMENT LLC (f/k/a OAKTREE MULTIFAMILY ASSET MANAGEMENT, LLC); OUTLIER REALTY CAPITAL MANAGEMENT, LLC; OUTLIER OMAM HOLDCO, LLC; OUTLIER OTD HOLDCO, LLC, et al., No. 8:25-cv-00761, District of Maryland (Mar. 10, 2025) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND

SECURITIES AND EXCHANGE
COMMISSION,
100 F Street, NE
Washington, DC 20549

            Plaintiff,
v.
PETER STUART,
35 Parker Row, SW, Apt. 264
Washington, DC 20024,

OUTLIER DEVELOPMENT LLC (f/k/a
OAK TREE DEVELOPMENT LLC),
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER MULTIFAMILY ASSET
MANAGEMENT LLC (f/k/a OAKTREE
MULTIFAMILY ASSET MANAGEMENT,
LLC),
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER REALTY CAPITAL
MANAGEMENT, LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER OMAM HOLDCO, LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER OTD HOLDCO, LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER-RM VINE STREET LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

Case No.:  8:25-cv-00761

COMPLAINT

JURY TRIAL DEMANDED

ii

OMAM MANAGER LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER MANAGER LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OTD 1240 MOUNT OLIVET ROAD LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OTD 2106-2108 VERMONT AVE LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OTD 1126 9
th
 S T NW LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OMAM BEAMONS MILL LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OMAM 2237 TAFT CIRCLE LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OMAM 1971-1991 ROCHELLE AVE LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OMAM 1002-1058 WOODSTOCK LN LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OMAM 1625 W PEMBROKE LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OMAM 1221 SCOTTS MANOR CT LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

iii

OUTLIER NEWPOINTE LYNNBROOK
LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

1101 N ARTHUR ASHE BLVD
INVESTMENT LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

ORC 223 VINE ST LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER-ERI NEWPOINT LYNNBROOK
LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

1101 N ARTHUR ASHE BLVD LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

ORC KP BOULEVARD LLC
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

PS KP 2019 (MT) LP,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER PS-KP HOLDINGS GP LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

OUTLIER PS KP MANAGER, LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

   and

OUTLIER PS-KP HOLDCO, LLC,
1255 Union Street NE, 7th Floor #16
Washington, DC 20002,

 Defendants.

COMPLAINT

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendant Peter Stuart (“Stuart”) and the corporate entity defendants named above (the
“Corporate Defendants” or collectively with Stuart, “Defendants”), alleges as follows:
SUMMARY

1. From January 2018 through at least May 2023 (the “Relevant Period”),
Defendants raised at least $34.4 million from approximately 100 outside investors by selling
securities in companies created to invest in real estate. Defendants marketed each company as
investing in a particular property or properties located in Washington, DC, Maryland, or
Virginia. Investors that purchased the securities understood they were investing in specific real
estate projects. In reality, Defendants failed to manage the companies separately, and
commingled investors’ money to cover shortfalls across the Corporate Defendants and related
entities.
2. Stuart, along with three partners, each of whom contributed an equity investment,
formed the first Corporate Defendant in 2013. By 2020, Defendants had formed at least thirty
related companies. Collectively, the companies Stuart created operated as Outlier Realty Capital
(“Outlier”).
3. Defendants provided prospective investors with Operating Agreements,
Subscription Agreements, and marketing presentations (commonly known as “Marketing
Decks”) that collectively described each company as a separate and distinct investment vehicle
possessing its own members, designated capital, and corporate identity. Defendants represented
that monies investors paid would be used to fund the acquisition, development, and/or
management of a specific property or properties (“Property” or “Properties”). Moreover, the

2

Subscription Agreements and Marketing Decks for each company stated that the objective of the
companies was to generate cash flows from a specific Property or Properties through receipt of
rental payments and/or sales proceeds.
4. Contrary to representations made by Defendants to investors, however, Stuart
routinely directed and/or approved of the transfer and commingling of money between unrelated
Corporate Defendants. This money came from investors and/or other funds, such as bank loans,
associated with a specific Property (collectively,  “Property-Specific Funds”). Over time, the
Defendants came to rely on the transfer and commingling of Property-Specific Funds to cover
expenses for Corporate Defendants and to pay Outlier overhead expenses, such as salaries.
Stuart, on behalf of the Corporate Defendants, directed and approved the transfer and
commingling of funds from investors, as well as proceeds from bank loans.
5. Defendants’ commingling of funds was unauthorized and undisclosed to
investors. By their conduct, Defendants misled investors about the use of their money as well as
the financial condition of the Corporate Defendants in which they invested. All told, Defendants
commingled more than $50 million of Property-Specific Funds during the Relevant Period
despite concerns raised by business partners, internal and external bookkeeping staff, and other
insiders. Defendants also failed to disclose the true and complete facts to investors who
expressed concerns about the location and use of their money.
6. Defendants’ commingling of Property-Specific Funds amounted to interest-free
loans between Outlier entities and exposed investors to undisclosed investment risks that were
incompatible with the business plans Defendants were purportedly implementing. Defendants’
conduct also deprived investors of the time-value of their money and investment returns they
should have received on a timely basis. Despite attempts to reconcile commingled funds, when

3

certain Defendants later sold seven of the twelve Properties, Defendants underpaid investors by
approximately $1.47 million.
7. By the conduct alleged in this Complaint, Defendants violated Sections 17(a)(2)
and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)(2) and
77q(a)(3)]. Defendants obtained money or property to which they were not entitled by virtue of
their violations. Unless restrained and enjoined, Defendants are reasonably likely to continue to
violate the federal securities laws.
DEFENDANTS
1

8. Peter Stuart, age 38, is a resident of Washington, D.C., and a founder, co-founder,
manager and/or general partner of each Corporate Defendant. During the Relevant Period, Stuart
directed or controlled the business activities and financial accounts of the Corporate Defendants
in connection with the transactions described herein.
9. The “Property-Specific LLC” Defendants, described in detail and defined below,
were created to offer investors the opportunity to invest in a specific investment Property. Each
Property-Specific LLC had a “Class A” member and offered Class B membership interests to
investors.
10. The “Class A Member LLC” Defendants, also described in detail and defined
below, were limited liability companies that formed and operated the Property-Specific LLCs.
11. The “Manager LLC” Defendants, also described in detail and defined below, were
limited liability companies responsible for the business and affairs of the Property-Specific

1
 The Corporate Defendants are named in this complaint as they are named in their operative
legal documents. In some instances, common names are inconsistent across entities. For
example, Outlier Newpointe Lynnbrook LLC and Outlier-ERI Newpoint Lynnbrook spell
Newpoint[e] differently. In other instances, certain names are capitalized while others are not.

4

LLCs. Each Property-Specific LLC had a manager, either Stuart or one of the Manager LLCs.
Stuart served as the manager of each of the Manager LLCs.
12. During the Relevant Period, Defendants offered and sold Class B membership
interests in twelve separate Property-Specific LLCs as summarized in Table 1 below:
TABLE 1
2

Property-Specific LLC Underlying
Property
Class A Member Manager
OTD 1126 9th Street  9th Street OTD Outlier Manager
1101 N. Arthur Ashe Blvd
Investment
Arthur Ashe Outlier OTD Holdco Outlier Manager
OMAM Beamons Mill Beamons Mill OMAM OMAM Manager
OTD 1240 Mount Olivet Road  Mount Olivet OTD Peter Stuart
OMAM 1625 W Pembroke Pembroke
Avenue
OMAM OMAM Manager
OMAM 1971-1991 Rochelle  Rochelle Drive OMAM OMAM Manager
OMAM 1221 Scotts Manor

Scotts Manor Outlier Realty
Capital Management
Outlier Manager
Outlier Newpointe Lynnbrook Newpointe
Properties
Outlier OMAM
Holdco
Outlier Manager
OMAM 2237 Taft Circle  Pine Plaza OMAM OMAM Manager
OTD 2106-2108 Vermont Vermont Avenue OTD Outlier Manager
ORC 223 Vine 221-225 Vine
Street
Outlier-RM Vine
Street
Outlier Manager
OMAM 1002-1058
Woodstock Lane
Woodstock Lane OMAM OMAM Manager

13. Except as noted, each of the below Corporate Defendants is a Delaware limited
liability company whose principal place of business during the Relevant Period was 7514
Wisconsin Avenue, Suite 500, Bethesda, Maryland 20184.
I. Class A Member LLC Defendants

14. Outlier Development LLC (“OTD”), formerly known as OAK TREE
DEVELOPMENT LLC, was formed in October 2013. Initially, OTD had four partners,

2
 Table 1 incorporates terms defined below.

5

including Stuart, who were members of OTD. E ach founding partner made initial capital
investments in OTD. In January 2014, four additional non-voting members were admitted. As
detailed in Table 1, OTD formed and operated as the sole Class A Member LLC of certain
Property-Specific LLCs. Stuart managed and controlled OTD at all times.
15. Outlier Multifamily Asset Management LLC (“OMAM”), formerly known as
OAKTREE MULTIFAMILY ASSET MANAGEMENT, LLC was formed by the same four
partners as OTD in September 2016. Each partner was a member of OMAM. In December 2016,
OMAM added three additional members. As detailed in Table 1, OMAM formed and operated as
the sole Class A Member LLC of certain Property-Specific LLCs. OMAM was managed by
Stuart and one other individual and controlled by Stuart at all times.
16. OUTLIER REALTY CAPITAL MANAGEMENT, LLC (“Outlier Realty Capital
Management”) was formed in May 2019. As detailed in Table 1, Outlier Realty Capital
Management formed and operated as the sole Class A Member LLC of Property-Specific LLC,
OMAM 1221 Scotts Manor Ct LLC. Through non-defendant Outlier (PS) Holdco LLC, Stuart
was the sole member of Outlier Realty Capital Management, and through OUTLIER
MANAGER LLC, Stuart managed and controlled Outlier Realty Capital Management, at all
times.
17. OUTLIER OMAM HOLDCO, LLC (“Outlier OMAM Holdco”) was formed in
July 2018. Outlier OMAM Holdco formed and operated as the sole Class A Member LLC of
Property-Specific LLC, OUTLIER NEWPOINTE LYNNBROOK LLC. Stuart, through
OUTLIER MANAGER LLC, managed and controlled Outlier OMAM Holdco at all times.
18. Outlier OTD Holdco, LLC (“Outlier OTD Holdco”) was formed in July 2019.
Outlier OTD Holdco formed and operated as the sole Class A Member LLC of Property-Specific

6

LLC, 1101 N ARTHUR ASHE BLVD INVESTMENT LLC. Stuart, through OUTLIER
MANAGER LLC, managed and controlled Outlier OTD Holdco at all times.
19. Outlier-RM Vine Street LLC (“Outlier-RM Vine Street”) was formed in July
2019. Outlier-RM Vine Street was the sole Class A Member LLC of Property-Specific LLC,
ORC 223 VINE ST LLC. Stuart managed and controlled Outlier-RM Vine Street at all times.
II. Manager LLC Defendants

20. OMAM MANAGER LLC (“OMAM Manager”), formed in September 2017, is
the sole member of OMAM Manager. As detailed in Table 1, OMAM Manager was the manager
for certain Property-Specific LLCs. Stuart managed and controlled OMAM Manager at all times.
21. OUTLIER MANAGER LLC (“Outlier Manager”) was formed in July 2019. As
detailed in Table 1, Outlier Manager was the named manager for certain Property-Specific LLCs,
Outlier OTD Holdco, Outlier OMAM Holdco, and Outlier-ERI Newpoint Lynnbrook LLC.
Stuart was the sole member, through Outlier Realty Capital Management,  of Outlier Manager
and managed and controlled it at all times.
III. Property-Specific LLC Defendants

22. OTD 1240 MOUNT OLIVET ROAD LLC (“OTD 1240 Mount Olivet Road”),
formed in March 2017, issued non-voting and non-management Class B membership interests to
raise funds for investment in the real property located at 1240 Mount Olivet Road, NE,
Washington, DC 20002 (“Mount Olivet”). Stuart managed and controlled OTD 1240 Mount
Olivet Road at all times.
23. OTD 2106-2108 VERMONT AVE LLC (“OTD 2106-2108 Vermont”), formed in
November 2017, issued non-voting and non-management Class B membership interests to raise
funds for investment in 2106-2108 Vermont LLC, which in turn owned, financed, operated,

7

developed and/or otherwise invested in the real property at 2106-2108 Vermont Avenue, NW,
Washington, DC 20001 (“Vermont Avenue”). Stuart, initially through OTD, and then as of
March 2019, through Outlier Manager, managed and controlled OTD 2106- 2108 Vermont Ave
at all times.
24. OTD 1126 9
th
 St NW LLC (“OTD 1129 9th Street”), formed in January 2015,
issued non-voting and non-management Class B membership interests to raise funds for
investment in 1126 9th St NW LLC, which in turn owned, financed, operated, developed and/or
otherwise invested in the real property at 1126 9th St NW, Washington, DC 20001 (“9th Street”).
Stuart, initially through OTD, and then as of March 2019, through Outlier Manager, managed
and controlled OTD 1126 9th Street at all times.
25. OMAM Beamons Mill LLC (“OMAM Beamons Mill”), formed in May 2019,
issued non-voting and non-management Class B membership interests to raise funds for
investment in Beamons Mill Property LLC, which in turn owned, financed, operated, developed
and/or otherwise invested in the real property at 305 Beamons Mill Trail, Suffolk, Virginia
23434 (“Beamons Mill”). Stuart, through OMAM Manager, managed and controlled OMAM
Beamons Mill LLC at all times.
26. OMAM 2237 Taft Circle LLC (“OMAM 2237 Taft Circle”), formed in August
2018, issued non-voting and non-management Class B membership interests to raise funds for
investment in OMAM 2237 Taft Circle, which in turn owned, financed, operated, developed
and/or otherwise invested in the real property at 2237 Taft Circle, Winchester, Virginia 22601
(“Pine Plaza”). Stuart, through OMAM Manager, managed and controlled OMAM 2237 Taft
Circle at all times.

8

27. OMAM 1971-1991 Rochelle Ave LLC (“OMAM 1971-1991 Rochelle”), formed
in October 2018, issued non-voting and non-management Class B membership interests to raise
funds for investment in 1971-1991 Rochelle Ave Property LLC, which in turn owned, financed,
operated, developed and/or otherwise invested in the real property at 1971-1994 Rochelle Drive,
District Heights, Maryland 20747 (“Rochelle Drive”). Stuart, through OMAM Manager,
managed and controlled OMAM 2237 Taft Circle at all times.
28. OMAM 1002-1058 Woodstock Ln LLC (“OMAM 1002-1058 Woodstock
Lane”), formed in September 2018, issued non-voting and non-management Class B
membership interests to raise funds for investment in 1002-1058 Woodstock Ln Property LLC,
which in turn owned, financed, operated, developed and/or otherwise invested in the real
property at 1002-1058 Woodstock Lane, Winchester, Virginia 22601 (“Woodstock Lane”).
Stuart, through OMAM Manager, managed and controlled OMAM 1002-1058 Woodstock Ln at
all times.
29. OMAM 1625 W PEMBROKE LLC (“OMAM 1625 W Pembroke”), formed in
September 2018, issued non-voting and non-management Class B membership interests to raise
funds for investment in 1625 W Pembroke Property LLC, which in turn owned, financed,
operated, developed and/or otherwise invested in the real property at 1625 W Pembroke Avenue,
Hampton, Virginia 23661 (“Pembroke Avenue”). Stuart, through OMAM Manager, managed
and controlled OMAM 1625 W Pembroke at all times.
30. OMAM 1221 Scotts Manor Ct LLC (“OMAM 1221 Scotts Manor”), formed in
September 2018, issued non-voting and non-management Class B membership interests to raise
funds for investment in 1221 Scotts Manor Ct Property LLC, which in turn owned, financed,
operated, developed and/or otherwise invested in the real property at 1221 Scotts Manor Court,

9

Odenton, Maryland 21113 (“Scotts Manor”). Stuart, through Outlier Manager, managed and
controlled OMAM 1221 Scotts Manor at all times.
31. OUTLIER NEWPOINTE LYNNBROOK LLC (“Outlier Newpointe
Lynnbrook”), formed in July 2019, issued non-voting and non-management Class B membership
interests to raise funds for investment in Bound Brook Property LLC and Seawall Property LLC,
which in turn owned, financed, operated, developed and/or otherwise invested in the real
properties at 5500 Bound Brook Court, Virginia Beach, Virginia 23462 and 5510 Seawall Court,
Virginia Beach, Virginia 23462, respectively (collectively, the “Newpointe Properties”). Stuart,
through Outlier Manager, managed and controlled Outlier Newpointe Lynnbrook at all times. On
February 14, 2020, Outlier Newpointe Lynbrook transferred 100% of its interest in Bound Brook
Property LLC and Seawall Property LLC to Outlier-ERI Newpoint Lynnbrook LLC.
32. 1101 N ARTHUR ASHE BLVD INVESTMENT LLC (“1101 N. Arthur Ashe
Blvd Investment”), formed in October 2019, issued non-voting and non-management Class B
membership interests to raise funds for investment in 1101 N ARTHUR ASHE BLVD LLC,
which in turn owned, financed, operated, developed and/or otherwise invested in the real
property located at 1101 N. Arthur Ashe Boulevard, Richmond, Virginia (“Arthur Ashe
Property”). Stuart, through Outlier Manager, managed and controlled 1101 N. Arthur Ashe Blvd
Investment at all times.
33. ORC 223 VINE ST LLC (“ORC 223 Vine”), formed in July 2019, issued non-
voting and non-management Class B membership interests to raise funds for investment in 221
VINE ST NW LLC, which in turn owned, financed, operated, developed and/or otherwise
invested in the real property located at 221-225 Vine Street, NW Washington, DC (“Vine
Street”). Stuart, through Outlier Manager, managed and controlled ORC 223 Vine at all times.

10

IV. Additional Corporate Defendants

34. The “Additional Corporate Defendants,” described in detail and defined below,
were seven other entities Stuart created to sell and manage investments in specific Properties.
Although the Additional Corporate Defendants were not incorporated in the same manner as the
Property-Specific LLCs, Class A Member LLCs, and Manager LLCs, they served similar roles,
offering and managing investment interests in specific Properties.
35. Outlier-ERI Newpoint Lynnbrook LLC (“Outlier-ERI Newpoint Lynnbrook”),
formed in July 2019, sold investor memberships to investors to raise funds for investments in the
Newpointe Properties. Outlier Newpointe Lynnbrook was the “Sponsor Member” of Outlier-ERI
Newpoint Lynnbrook. Stuart, through Outlier Manager LLC, managed Outlier-ERI Newpoint
Lynbrook LLC at all times.
36. 1101 N ARTHUR ASHE BLVD LLC (“1101 N. Arthur Ashe Blvd LLC”),
formed in October 2019, owned, financed, operated, developed and/or otherwise invested in the
Arthur Ashe Property. In June 2022, through an amended and restated limited liability company
agreement, 1101 N. Arthur Ashe Blvd LLC admitted four investors as members, including ORC
KP BOULEVARD LLC. The Operating Agreement, Subscription Agreements, and Marketing
Deck provided by Stuart and certain Corporate Defendants to investors indicated that 1101 N.
Arthur Ashe Blvd LLC would use investors’ capital contributions to develop the Arthur Ashe
Property. Stuart, through Outlier Manager, managed and controlled 1101 N. Arthur Ashe Blvd
LLC at all times.
37. ORC KP BOULEVARD LLC (“ORC KP Boulevard”), formed in October 2020,
was a member and held an ownership interest in 1101 N. Arthur Ashe Blvd LLC. ORC KP
Boulevard, managed and operated 1101 N. Arthur Ashe Blvd LLC in a manner substantially the

11

same as the Class A Member LLCs operated the Property-Specific LLCs. Stuart was the sole
member and manager of ORC KP Boulevard at all times.
38. PS KP 2019 (MT) LP was a Delaware limited partnership formed in February
2019 with its principal place of business in Bethesda, Maryland. Stuart created PS KP 2019
(MT) LP to facilitate an individual investor’s (“Limited Partner A’s”) investment through the
purchase of a limited partnership in PS KP 2019 (MT) LP. Stuart, PS KP 2019 (MT) LP, and
certain other Corporate Defendants represented that Limited Partner A’s investments would be
used for specific Properties. Stuart, through Outlier PS-KP Manager LLC, managed and
controlled PS KP 2019 (MT) LP at all times.
39. OUTLIER PS-KP HOLDINGS GP LLC (“Outlier PS-KP Holdings GP”), formed
in February 2019, is the general partner of and had the exclusive right to manage PS KP 2019
(MT) LP. As such, Outlier PS-KP Holdings GP, was similar to a Class A Member LLC. Stuart
was the sole member of Outlier PS-KP Holdings GP and managed and controlled Outlier PS-KP
Holdings GP through Outlier PS-KP Manager LLC at all times.
40. Outlier PS KP Manager, LLC (“Outlier PS KP Manager”), formed in February
2019, is owned by Stuart and is the non-member manager of Outlier PS-KP 2019 (MT) LP.
Stuart managed and controlled Outlier PS KP Manager at all times.
41. OUTLIER PS-KP HOLDCO, LLC (“Outlier PS-KP Holdco”), formed in
February 2019, was created and is owned by PS KP 2019 (MT) LP. Stuart through Outlier PS
KP Manager managed and controlled Outlier PS-KP Holdco at all times
JURISDICTION AND VENUE

42. The Commission brings this action pursuant to the enforcement authority
conferred upon it by Sections 20(b) and (d) of the Securities Act [15 U.S.C. § 77t(b) and (d)].

12

43. This Court has jurisdiction over this action pursuant to Sections 20(d) and 22(a)
of the Securities Act [15 U.S.C. §§ 77t(d) and 77v(a)].
44. Defendants, directly or indirectly, have made use of the means or instruments of
transportation or communication in interstate commerce, or of a means or instrumentality of
interstate commerce, or of the mails, in connection with the transactions, acts, practices, and
courses of business alleged in this Complaint. Among other things, Defendants, all of which are
based in Bethesda, Maryland, bought and/or sold investment properties located in Washington,
DC, Virginia, and Maryland. Stuart and others solicited investors through in-person
presentations, telephone, and email in Washington, DC, Maryland, and Virginia. Investors
located in Washington, DC, Maryland, and Virginia paid money in the form of checks, wire
transfers, and electronic funds transfers to effectuate the purchase and sale of securities from
Defendants and others.
45. Venue lies in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. §77v(a)] because Defendants transact business here, including certain of the acts
complained of in this Complaint, because Defendants maintained a principal place of business in
Bethesda, Maryland during the Relevant Period, and because the offer or sale of the subject
securities took place here. Numerous affected investors are also located in Montgomery County,
Maryland.
46. This action is timely filed. Defendants and the Commission executed tolling
agreements that collectively tolled the running of any applicable statute of limitation deadline
during the following periods: April 17, 2023 – October 17, 2023; October 18, 2023 – April 18,
2024; June 21, 2024 – September 21, 2024; September 22, 2024 – November 22, 2024;

13

November 23, 2024 – January 7, 2025; January 8, 2025 – February 7, 2025; and February 8,
2025 – March 10, 2025.
FACTS

I. Defendants Offered and Sold Real Estate Investment Contracts

47. Stuart and three partners founded OTD in 2013. In 2016, Stuart and the same
three partners founded OMAM. OTD or OMAM served as the Class A Member LLCs for eight
of the Property Specific LLCs and were responsible for much of the business activities of the
affiliated businesses that ultimately became known as Outlier.
48. During the Relevant Period, Outlier engaged in several lines of business: (1)
developing apartment buildings, other residential properties, and commercial properties
(“Development Properties”), (2) operating existing multi-family housing facilities (“Value-Add
Properties”), and (3) operating a real estate investment trust (“REIT”). Initially, OTD managed
the Development Properties, and OMAM managed the Value-Add Properties and advised the
REIT.
49. Each Development and Value-Add Property was held by a Property-Specific
LLC. Each Property-Specific LLC had an Operating Agreement that stated that the purpose of
the Property-Specific LLC was to own, finance, operate, develop, improve and/or otherwise
invest in a specific Property.
50. Property-Specific LLCs funded the acquisition and development of Properties by
soliciting outside investments and by obtaining bank loans for the specific Properties. Investors
typically provided 20-30% of the Property-Specific Funds for each Property-Specific LLC. The
remaining Property-Specific Funds came from bank loans. Each Property-Specific LLC
maintained its own bank accounts.

14

51. Prospective investors could invest in a specific Property by purchasing
memberships in the form of “Class B unit interests” from Property-Specific LLCs. Class B
investors were passive, non-voting investors with no role in management of the Property-
Specific LLCs. The memberships Class B investors purchased were real estate investment
contracts.
52. For a Development Property, Class B investors were to receive a return upon the
completion or sale of the Property. For a Value-Add Property or a completed Development
Property, Class B investors were also to receive periodic distributions from the Property-Specific
LLC based on available operating cash flows from the project. The Class B investors were not
entitled to voting or management rights.
53. According to the Property-Specific LLCs’ Operating Agreements, the Property-
Specific LLCs were responsible for receiving funds from Class B investors who wanted to invest
in their respective Properties.
54. Each Property-Specific LLC was formed and operated by a Class A member or
members. The Class A members were either OTD or OMAM, initially, or one of the other Class
A Member LLCs that Stuart later created and operated. Class A Member LLCs had voting,
management, and other rights pursuant to the Operating Agreements of each Property-Specific
LLC, including the right to replace the Manager of the Property-Specific LLC. Class A Member
LLCs were also entitled to various fees.
55. Stuart, either directly, or through a Manager LLC served as manager of the
Property-Specific LLCs. As manager, Stuart’s duties included handling the day-to-day business
of each Property-Specific LLC and admitting new Class B investors. Thus, Stuart controlled the
business, operations, finances, and fundraising activities of each Property-Specific LLC,

15

including the transfers of funds. The manager of each Property-Specific LLC was entitled to
fees.
56. In addition to the Property-Specific LLCs, Defendants offered and sold
membership interests in Outlier-ERI Newpoint Lynnbrook, 1101 N. Arthur Ashe Blvd LLC, and
PS KP 2019 (MT) LP ( collectively, the “Additional Securities Issuing Defendants”). These
interests were similar to the Class B memberships sold by the Property-Specific LLCs in that
they were offered as real estate investment contracts in specific Properties and in practice offered
investors limited management rights.
57. The membership interests that Defendants offered and sold were “securities”
within the meaning of Section 2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)]. Investors
paid money to purchase equity interests in a common enterprise with a reasonable expectation of
profits based on the efforts of the Defendants.
58. Prior to each investor investing in a particular Property-Specific LLC, Defendants
provided the investor with an Operating Agreement that described the “Purpose” of the operating
company solely with reference to a particular Property. Similarly, investors in the Additional
Securities Issuing Defendants received Operating Agreements or Partnership Agreements that
stated the purpose of the entity was to invest in specific Properties.
59. Each Class B investor entered into a Subscription Agreement with the relevant
Property-Specific LLC. Each Subscription Agreement incorporated the Operating Agreement for
the Property-Specific LLC and the specific underlying Property. Stuart signed each Subscription
Agreement on behalf of the relevant Property-Specific LLC.
60. Most investors in Property-Specific LLCs and Additional Securities Issuing
Defendants also received a Marketing Deck. The Marketing Decks described the “sources and

16

uses” of investors’ funds and stated that funds would be used for the purchase and renovation of
a particular Property or Properties.
61. Stuart reviewed and approved the content of the Subscription Agreements,
Operating Agreements, Partnership Agreements, and Marketing Decks. The representations
made in these agreements about the intended use of funds was material information. Stuart and
the Corporate Defendants w ere at least negligent in providing investors with specific information
on the “sources and uses” of funds while failing to disclose to investors that their investments
and other Property-Specific Funds would be used for other, unrelated Properties controlled by
the Defendants.
62. Nothing in the Operating Agreements, Subscription Agreements, Marketing
Decks, or Partnership Agreements authorized Stuart to use funds from Property-Specific LLCs
for other, unrelated Properties or the expenses of unrelated Corporate Defendants.
63. Defendants did not inform Class B investors that their investments would be used
to pay expenses for other Properties and unrelated Outlier entities. To the contrary, Defendants
represented to investors that their investments in a particular Property-Specific LLC would be
used to operate only that Property-Specific LLC, whose main purpose was the acquisition,
management, and/or development of a specific Property. Similarly, Defendants did not disclose
to investors in the Additional Securities Issuing Defendants that their investments could be
commingled and used to support other Corporate Defendants.
64. For example, the Subscription Agreement for OMAM 2237 Taft Circle
incorporated an Operating Agreement that laid out investment objectives concerning the Pine
Plaza Property. The Marketing Deck, which Stuart reviewed, approved, and provided to
investors, described a business plan for Pine Plaza’s renovation, upgrades, professional

17

management, and corresponding rent increases. There was no reference to using monies from
Class B investors to finance expenses for other, unrelated Property-Specific LLCs or other,
unrelated Outlier companies.
65. Investors and potential investors in the Property-Specific LLCs and Additional
Securities Issuing Defendants considered Defendants’ representations about the use of their
investment funds important in considering the securities offerings.
II. Defendants Misappropriated and Commingled Property-Specific Funds

66. Beginning no later than 2017, certain Defendants experienced severe and
persistent liquidity problems due to insufficient capital and ballooning expenses for hiring, office
expansions, consulting, and travel. The fees that the Manager LLCs and Class A Member LLCs
earned were insufficient and/or not earned in time to pay general corporate expenses when they
were due. Additionally, the REIT failed to attract investors and generate revenue necessary to
support OMAM’s operations, which accounted for approximately half of Outlier’s assets and
liabilities. Stuart attempted to solve the liquidity issue by raising capital from OMAM’s existing
Class A partners in 2017, and again in 2018, but was unsuccessful.
67. Beginning no later than January 2018, Stuart directed the use of fees owed to
and/or earned by Class A Member LLCs to pay the expenses of certain Corporate Defendants.
The monies that Stuart used to pay these fees came from Class B investors’ subscription
payments, bank-provided lines of credit, and other bank loans intended for the acquisition or
construction of a particular Property. The fees, however, were insufficient to cover the expenses
of the Corporate Defendants, and Stuart used monies in excess of fees earned or owed. In fact,
Defendants routinely transferred and commingled funds, including from Class B investors of

18

different Property-Specific LLCs, to finance other Property-Specific LLCs and other Corporate
Defendants, including OMAM and OTD.
68. This practice of commingling funds among the various Corporate Defendants
created what became known within Outlier as “due to/due from” balances on the books and
records of different Outlier corporate entities. Recognizing that the Property-Specific LLCs and
the Additional Securities Issuing Defendants were standalone investment entities to which the
Property-Specific Funds belonged, Stuart attempted to track the flow of funds and directed
entries be made in Outlier’s accounting software.
69. Outlier also hired an accountant (“Accountant A ”) to handle all the finances of the
Outlier enterprises, including tracking and reconciling all inter-company transfers. Accountant A
worked with Outlier’s bookkeepers, created due to/due from matrices reflecting outstanding
balances at each Outlier entity and to whom each entity owed money, and provided Stuart with
frequent financial updates and reports. Stuart also had weekly cash flow meetings with
Accountant A during which he was routinely apprised of Outlier’s lack of liquidity and inability
to meet expenses without transferring and commingling money from the Properties.
70. Beginning in 2018, Defendants used a $2 million line of credit that OTD 1240
Mount Olivet Road obtained from a bank to develop the Mount Olivet Property to instead pay
closing costs and vendors for other Properties and corporate-level expenses such as payroll. By
the end of September 2018, the “due to/due from” matrix created by Accountant A and outside
bookkeepers showed that OTD 1240 Mount Olivet Road had a net receivable of more than $2
million and that two other Property-Specific LLCs had net receivables of approximately
$200,000 and $600,000 respectively. A few months later, one of Outlier’s construction managers
repeatedly told Stuart that these Properties had multiple critical past due invoices. The investors,

19

however, remained in the dark about Outlier’s commingling of funds, deepening financial
struggles, and inability to pay Property-related expenses.
71. As 2018 progressed, Outlier employees expressed concerns about Outlier’s
overall financial situation. On September 27, 2018, Outlier’s development manager for certain
properties emailed Stuart, warning: “We have now reached the point that if critical outstanding
and past due invoices are not paid, our ability to continue moving forward with these projects is
in jeopardy.” Others at Outlier also expressed concerns to Stuart about Outlier entities or
Properties lacking sufficient cash to pay their expenses.
72. Meanwhile, Stuart sought to restrict access to Outlier’s financial information,
including from his own partners and other Outlier employees. O n October 5, 2018, Stuart
instructed Accountant A and the outside bookkeepers that “without prior WRITTEN consent by
me, NO ONE else at [O]utlier or outside of [O]utlier (this includes investors, partners,
employees, etc.) should be given (either written or oral) ANY financial information.”
73. Defendants continued to misuse and commingle Property-Specific Funds
throughout 2018 and into 2019. As a bookkeeper wrote to Stuart on February 22, 2019:
The pattern I’ve generally noticed is that when a project gets
capital, it immediately goes to whichever entity has bills that are
extremely outstanding, or used to fund the corporate entities. I
know the perfect world would have the dev[elopment] and
acq[uisition] fees cover the corporate expenses, but that isn’t the
case.

74. In August 2019, Stuart, acting on behalf of the Corporate Defendants identified
below, used money Class B investors invested in Outlier Newpointe Lynnbrook to pay expenses
unrelated to the Newpointe Properties. Between August 12 and August 30, 2019, Outlier
Newpointe Lynnbrook raised $1,152,000 from 10 equity investors. During the same period,

20

without the knowledge or consent of the Class B investors, Stuart and certain Corporate
Defendants transferred $650,155 from Outlier Newpointe to other Outlier entities. For example:
a. On August 12, 2019, Outlier Newpointe Lynnbrook transferred $56,000 to
non-defendant Outlier Development Management, Inc. (“OTDM”), a pass-
through entity responsible for payroll.
b. On August 13, 2019, Outlier Newpointe Lynnbrook transferred $124,000
to OTD, which subsequently transferred the same amount to OTD 1240
Mount Olivet Road to pay construction expenses for the Mount Olivet
Property.
c. On August 22, 2019, Outlier Newpointe Lynnbrook transferred $180,511
to OMAM and OTD, which subsequently transferred funds to OTD 1240
Mount Olivet Road to pay its construction manager.
d. August 30, 2019, Outlier Newpointe Lynnbrook transferred $25,000 to
ORC 223 Vine through OMAM and OTD to pay a hard money lender
related to the Vine Street Property.
75. Defendants’ transfers and commingling of Property-Specific Funds were not
limited to Outlier Newpointe Lynnbrook.
a. In January 2019, two Class B investors invested $325,000 in OTD 1126
9th Street. Later that month, $289,555 was transferred from OTD 1126 9th
Street to six unrelated Outlier entities and used for purposes unrelated to
the 9th Street Property, including payroll, operating expenses of OTD
2106-2108 Vermont, and OMAM’s payment to a hard money lender for
an unrelated Property.

21

b. In July 2019, Outlier PS-KP Holdco received $672,500 from four
investors for investment in Outlier Newpointe Lynnbrook and ORC 223
Vine Street. Outlier PS-KP Holdco transferred $496,000 to OMAM which
subsequently used the funds to pay a lender of the Beamons Mill Property.
c. In February 2020, $2,009,933 that a private equity fund invested in Outlier
Newpointe Lynnbrook was used to pay expenses unrelated to the
Newpointe Properties.
d. On February 17, 2021, 1101 N. Arthur Ashe Blvd Investment received
$500,000 from a Class B investor. On February 26, 2021, $499,000 was
transferred to OTD. On the same day, OTD transferred $545,377 to OTD
1126 9th Street, which paid the same amount to a contractor working on
the 9th Street Property.
e. On November 21, 2022, OTD 1240 Mount Olivet Road received $100,000
from a Class B investor. On November 23, 2022, $60,000 was transferred
from OTD 1240 Mount Olivet Road to OTDM. Subsequently, on the same
day, $60,000 was transferred from OTDM to Outlier PS-KP Holdco and
commingled with $440,023 in other funds. Those commingled funds were
used to pay distributions to Outlier Newpointe Lynnbrook investors.
76. As set forth in Table 2 below, Defendants made more than $50 million in gross
transfers of Property-Specific Funds from Property-Specific LLCs during the Relevant Period.

22

TABLE 2
Property-Specific LLC Transfers
OTD 1126 9th Street $7,478,444
1101 N. Arthur Ashe Blvd Investment  $7,892,797
OMAM Beamons Mill $1,987,723
OTD 1240 Mount Olivet Road $4,522,031
OMAM 1625 W Pembroke  $1,359,095
OMAM 1971-1991 Rochelle $2,077,038
OMAM 1221 Scotts Manor  $2,888,817
Outlier Newpointe Lynnbrook $11,792,627
OMAM 2237 Taft Circle $2,352,022
OTD 2106-2108 Vermont  $3,061,128
ORC 223 Vine $1,617,456
OMAM 1002-1058 Woodstock Lane  $3,067,959
Total $50,097,136

77. Defendants’ inter-company transfers of Property-Specific Funds had significant
impacts on investors and their investments. Defendants’ practice of diverting funds from
Property-Specific LLCs to other accounts resulted in them being unable to make timely
distributions to Class B investors. Defendants’ misuse of Property-Specific Funds, including
equity from investors, also resulted in project delays and significantly delinquent payments to
general contractors and other vendors who were developing or renovating the Properties.
Defendants resorted to taking out short-term hard money loans that subjected the Properties and
investors to additional undisclosed costs and risks.
78. Defendants’ commingling of funds also impacted Property-Specific LLCs’
acquisition of specific Properties. In at least two instances, Stuart needed hard money loans to
acquire Properties for which the equity had already been raised but was unavailable because
Stuart had directed it be used to pay other, unrelated Outlier expenses.

23

79. Defendants’ practice of transferring money belonging to the Property-Specific
LLCs and the Additional Securities Issuing Defendants to pay expenses of other Corporate
Defendants operated as a fraud or deceit upon investors.
80. Each of the Corporate Defendants responsible for management: ORC KP
Boulevard, Outlier PS-KP Holdings GP, Outlier PS KP Manager, and Outlier PS-KP Holdco
(collectively, the “Additional Management Defendants”), t he Class A Member LLCs, and the
Manager LLCs; either made the transfers of Property-Specific Funds or allowed the transfers to
be made. And each of these Defendants received fees for their management services.
81. Moreover, each of the Corporate Defendants was responsible for
misrepresentations and material omissions to investors regarding the use of Property-Specific
Funds. The Property-Specific LLCs and Additional Securities Issuing Defendants offered
investments based on misrepresentations and omissions in the Operating Agreements,
Subscription Agreements, Partnership Agreements, and/or Marketing Decks. The Class A
Member LLCs, Manager LLCs, and remaining Additional Management Defendants, were
responsible for the business and activities of the Property-Specific LLCs and Additional
Securities Issuing Defendants, including the creation and dissemination of the misleading
documents.
III. Stuart Disregarded Warnings from Insiders and Employees

82. Most investors were unaware of Defendants’ practice of commingling investor
and Property-Specific Funds due to Defendants’ lack of transparency. In the few instances in
which an investor did ask questions, Stuart deflected and avoided providing directly responsive
information. For example, in January 2019, two investors told Stuart that they wanted to be sure
their money was used and deposited directly in the specific Properties in which they invested.

24

Although Defendants had already transferred the two investors’ money to unrelated Properties to
pay unrelated expenses, Stuart did not tell them about the transfers. Instead, Stuart offered to
generate a report showing the investors their interest in the Properties.
83. While investors were not informed about Outlier’s commingling of funds, insiders
confronted Stuart, including one who “told him to stop” doing it. For example, on May 23, 2019,
after previously confronting Stuart and not seeing him address any of the issues, a partner and
investor who had been working at Outlier resigned and sent the following email:
As you know, in light of my recent awareness that the 9
th
 Street
project is formally being managed out of ORC (of which I am a
partner) and not OTDM, and that this project is  now being
borrowed against, in part to cover corporate shortfalls [–] which I
feel is  mismanagement of investor monies – I have consulted my
lawyer and gotten advice.

As a result, I have decided . . . to leave Outlier Partners until such a
time as this misappropriation of funds has been rectified, and all
the projects “ made whole/trued up” . . . .

My decision is  the result of . . . : (i) Misappropriation of client
funds . . . . (ii) Materially Insufficient Disclosure on Capital
Raising Documents . . . .

84. Furthermore, on June 5, 2019, Accountant A told Stuart that the entire Outlier
enterprise was incurring “losses . . . at about [$]235K per month in aggregate.” As of July 2019,
several of the Corporate Defendants owed the Property-Specific LLCs $4.9 million. On August
6, 2019, Accountant A informed Stuart in an email that the Outlier corporate entities borrowed
and currently owed the “investments $3.85 million.” Then, in or around September 2019, a
fellow Outlier Partner “went to Peter [Stuart] and told him he had to stop . . . . [R]obbing Peter to
pay Paul.”
85. On December 18, 2019, Stuart emailed his executive assistant and an Outlier
employee, “I’ve been financially irresponsible at many times and not diligent in running the

25

business in an organized or efficient way.” Notwithstanding Stuart’s recognition that he had been
financially irresponsible, Stuart continued to conduct offerings and commingle investor funds.
86. On December 24, 2019, Outlier’s Vice President of Operations emailed Stuart,
“Assuming we are successful raising the full $2M from [investors] – we are going to have $8 to
$9 million of corporate debt. The only way we get ourselves out of this and pay the debt down is
to sell assets, and likely sell literally everything.” On January 3, 2020, Stuart learned that the
company had incurred cumulative losses of $7.9 million. Just days after learning this, however,
Stuart told a skeptical current investor, “Outlier is well capitalized and cash flow positive and in
good shape to continue moving forward.”
87. In January 2020, Accountant A  was terminated after he and an outside
bookkeeper refused to obey Stuart’s direction to transfer nearly $3 million of a private equity
fund’s investment. At the same time, Defendants terminated the software license for the
accounting system which Accountant A had attempted to use to track and report on the
commingled funds and corporate losses. As a result, the records from the accounting system
were lost.
IV. Defendants Failed to Fully Pay Investors When Outlier Sold Seven Properties in
2022 and 2023

88. In 2022 and 2023, Outlier sold seven of the twelve Properties owned or held by
the Property-Specific LLCs. At the same time, Defendants attempted to reconcile the due to/due
from balances among the various Outlier entities. However, Defendants did not return the full
amounts owed to Class B investors. Although Defendants returned approximately $27.4 million
to Class B investors who had made equity investments between 2018 and 2023, they failed to
return approximately $1.47 million.

26

CLAIM
Violation of Sections 17(a)(2) and 17(a)(3) of the Securities Act
(Against All Defendants)

89. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 88 above as if set forth fully herein.
90. By engaging in the conduct described above, Defendants, in the offer or sale of
securities, and by the use of any means or instruments of transportation or communication in
interstate commerce or by use of the mails, directly or indirectly: (1) while acting negligently,
obtained money or property by means of untrue statements of a material fact or by omitting to
state a material fact necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and (2) while acting negligently, engaged in
transactions, practices, or courses of business which operated or would have operated as a fraud
or deceit on purchasers of Defendants’ securities.
91. By engaging in the foregoing conduct, Defendants violated, and, unless enjoined,
are reasonably likely to continue to violate, Sections 17(a)(2) and 17(a)(3) of the Securities Act,
[15 U.S.C. § 77q(a)(2) and (3)].
PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests the Court find Defendants
committed the violations charged, and enter a Final Judgment:
I.
Permanently restraining and enjoining Defendants from violating Sections 17(a)(2) and
17(a)(3) of the Securities Act of 1933 [15 U.S.C. § 77q(a)(2) and (3)];
II.
Restraining and enjoining Stuart, for a period of five-years following the date of entry of
a Final Judgment, from participating in the issuance, purchase, offer, or sale of any security,

27

including through entities he controls, other than those for his own personal account, pursuant to
Section 20(b) of the Securities Act [15 U.S.C. §77t(b)  ] and Section 21(d)(1) and (5) of the
Exchange Act [ 15 U.S.C. §78u(d)(1) and (5)];
III.
Enjoining Stuart for a period of five-years following the date of entry of a Final
Judgment, from acting as an officer or director of any issuer that has a class of securities
registered pursuant to Section 12 of the Exchange Act [15 U.S.C. §78l] or that is required to file
reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. §78o(d)], pursuant to Section
20(e) of the Securities Act [15 U.S.C. §77t(e)];
IV.
Ordering Stuart, the Class A Member LLC Defendants, the Manager LLC Defendants,
the Additional Management Defendants, and PS KP 2019 (MT) LP, pursuant to Sections
21(d)(3), (5) and (7) of the Exchange Act [15 U.S.C. §78u(d)(3), (5) and (7)], on a joint and
several basis, to disgorge any ill-gotten gains resulting from the acts or courses of conduct
alleged in this Complaint, plus prejudgment interest thereon;
V.
Ordering Stuart and, on a joint and several basis with each other, the Class A Member
LLC Defendants, the Manager LLC Defendants, the Additional Management Defendants, and PS
KP 2019 (MT) LP to pay civil money penalties, pursuant to Section 20(d) of the Securities Act
[15 U.S.C. § 77t(d)]; and
VI.
Granting such other and further relief as the Court determines to be necessary and
appropriate.

28

JURY TRIAL DEMAND

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission hereby
demands a trial by jury.
DATED: March 7, 2025
 Respectfully submitted,

SECURITIES AND EXCHANGE
COMMISSION

By:    /s/Charlie Divine
Charlie Divine, Trial Counsel
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Telephone: (202) 551-6673
Email: [email protected]
Attorney for Plaintiff

Of Counsel:
Christina Adams
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

UNITED STATES DISTRICT COURT 
DISTRICT OF MARYLAND 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
100 F Street, NE 
Washington, DC 20549 
 
            Plaintiff, 

v. 

PETER STUART,  
35 Parker Row, SW, Apt. 264 
Washington, DC 20024,  
 
OUTLIER DEVELOPMENT LLC (f/k/a 
OAK TREE DEVELOPMENT LLC),  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OUTLIER MULTIFAMILY ASSET 
MANAGEMENT LLC (f/k/a OAKTREE 
MULTIFAMILY ASSET MANAGEMENT, 
LLC),  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OUTLIER REALTY CAPITAL 
MANAGEMENT, LLC,  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OUTLIER OMAM HOLDCO, LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OUTLIER OTD HOLDCO, LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OUTLIER-RM VINE STREET LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 

 
 
 
 
 
 
 
 
 
 
Case No.:  8:25-cv-00761 
 
COMPLAINT 
 
JURY TRIAL DEMANDED 
 
   

 
  
           
          

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ii 
 

OMAM MANAGER LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OUTLIER MANAGER LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OTD 1240 MOUNT OLIVET ROAD LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OTD 2106-2108 VERMONT AVE LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OTD 1126 9th ST NW LLC,  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OMAM BEAMONS MILL LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OMAM 2237 TAFT CIRCLE LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OMAM 1971-1991 ROCHELLE AVE LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OMAM 1002-1058 WOODSTOCK LN LLC,  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OMAM 1625 W PEMBROKE LLC,  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OMAM 1221 SCOTTS MANOR CT LLC,   
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
 

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iii 
 

OUTLIER NEWPOINTE LYNNBROOK 
LLC,  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
1101 N ARTHUR ASHE BLVD 
INVESTMENT LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
ORC 223 VINE ST LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
  
OUTLIER-ERI NEWPOINT LYNNBROOK 
LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
1101 N ARTHUR ASHE BLVD LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
ORC KP BOULEVARD LLC 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
PS KP 2019 (MT) LP,  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OUTLIER PS-KP HOLDINGS GP LLC, 
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
OUTLIER PS KP MANAGER, LLC,  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
   and 
 
OUTLIER PS-KP HOLDCO, LLC,  
1255 Union Street NE, 7th Floor #16 
Washington, DC 20002,  
 
 Defendants. 

Case 8:25-cv-00761-TDC     Document 1     Filed 03/07/25     Page 3 of 31



COMPLAINT 
 

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

Defendant Peter Stuart (“Stuart”) and the corporate entity defendants named above (the 

“Corporate Defendants” or collectively with Stuart, “Defendants”), alleges as follows: 

SUMMARY 
 

1. From January 2018 through at least May 2023 (the “Relevant Period”), 

Defendants raised at least $34.4 million from approximately 100 outside investors by selling 

securities in companies created to invest in real estate. Defendants marketed each company as 

investing in a particular property or properties located in Washington, DC, Maryland, or 

Virginia. Investors that purchased the securities understood they were investing in specific real 

estate projects. In reality, Defendants failed to manage the companies separately, and 

commingled investors’ money to cover shortfalls across the Corporate Defendants and related 

entities. 

2. Stuart, along with three partners, each of whom contributed an equity investment, 

formed the first Corporate Defendant in 2013. By 2020, Defendants had formed at least thirty 

related companies. Collectively, the companies Stuart created operated as Outlier Realty Capital 

(“Outlier”).   

3. Defendants provided prospective investors with Operating Agreements, 

Subscription Agreements, and marketing presentations (commonly known as “Marketing 

Decks”) that collectively described each company as a separate and distinct investment vehicle 

possessing its own members, designated capital, and corporate identity. Defendants represented 

that monies investors paid would be used to fund the acquisition, development, and/or 

management of a specific property or properties (“Property” or “Properties”). Moreover, the 

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2 
 

Subscription Agreements and Marketing Decks for each company stated that the objective of the 

companies was to generate cash flows from a specific Property or Properties through receipt of 

rental payments and/or sales proceeds. 

4. Contrary to representations made by Defendants to investors, however, Stuart 

routinely directed and/or approved of the transfer and commingling of money between unrelated 

Corporate Defendants. This money came from investors and/or other funds, such as bank loans, 

associated with a specific Property (collectively, “Property-Specific Funds”). Over time, the 

Defendants came to rely on the transfer and commingling of Property-Specific Funds to cover 

expenses for Corporate Defendants and to pay Outlier overhead expenses, such as salaries. 

Stuart, on behalf of the Corporate Defendants, directed and approved the transfer and 

commingling of funds from investors, as well as proceeds from bank loans.  

5. Defendants’ commingling of funds was unauthorized and undisclosed to 

investors. By their conduct, Defendants misled investors about the use of their money as well as 

the financial condition of the Corporate Defendants in which they invested. All told, Defendants 

commingled more than $50 million of Property-Specific Funds during the Relevant Period 

despite concerns raised by business partners, internal and external bookkeeping staff, and other 

insiders. Defendants also failed to disclose the true and complete facts to investors who 

expressed concerns about the location and use of their money. 

6. Defendants’ commingling of Property-Specific Funds amounted to interest-free 

loans between Outlier entities and exposed investors to undisclosed investment risks that were 

incompatible with the business plans Defendants were purportedly implementing. Defendants’ 

conduct also deprived investors of the time-value of their money and investment returns they 

should have received on a timely basis. Despite attempts to reconcile commingled funds, when 

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3 
 

certain Defendants later sold seven of the twelve Properties, Defendants underpaid investors by 

approximately $1.47 million. 

7. By the conduct alleged in this Complaint, Defendants violated Sections 17(a)(2) 

and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)(2) and 

77q(a)(3)]. Defendants obtained money or property to which they were not entitled by virtue of 

their violations. Unless restrained and enjoined, Defendants are reasonably likely to continue to 

violate the federal securities laws. 

DEFENDANTS1 
 

8. Peter Stuart, age 38, is a resident of Washington, D.C., and a founder, co-founder, 

manager and/or general partner of each Corporate Defendant. During the Relevant Period, Stuart 

directed or controlled the business activities and financial accounts of the Corporate Defendants 

in connection with the transactions described herein. 

9. The “Property-Specific LLC” Defendants, described in detail and defined below, 

were created to offer investors the opportunity to invest in a specific investment Property. Each 

Property-Specific LLC had a “Class A” member and offered Class B membership interests to 

investors.  

10. The “Class A Member LLC” Defendants, also described in detail and defined 

below, were limited liability companies that formed and operated the Property-Specific LLCs.  

11. The “Manager LLC” Defendants, also described in detail and defined below, were 

limited liability companies responsible for the business and affairs of the Property-Specific 

 
1 The Corporate Defendants are named in this complaint as they are named in their operative 
legal documents. In some instances, common names are inconsistent across entities. For 
example, Outlier Newpointe Lynnbrook LLC and Outlier-ERI Newpoint Lynnbrook spell 
Newpoint[e] differently. In other instances, certain names are capitalized while others are not.  

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4 
 

LLCs. Each Property-Specific LLC had a manager, either Stuart or one of the Manager LLCs. 

Stuart served as the manager of each of the Manager LLCs.  

12. During the Relevant Period, Defendants offered and sold Class B membership 

interests in twelve separate Property-Specific LLCs as summarized in Table 1 below: 

TABLE 12 

Property-Specific LLC Underlying 
Property 

Class A Member Manager 

OTD 1126 9th Street  9th Street OTD Outlier Manager 
1101 N. Arthur Ashe Blvd 
Investment  

Arthur Ashe Outlier OTD Holdco Outlier Manager 

OMAM Beamons Mill Beamons Mill OMAM OMAM Manager 
OTD 1240 Mount Olivet Road  Mount Olivet OTD Peter Stuart 
OMAM 1625 W Pembroke Pembroke 

Avenue 
OMAM OMAM Manager 

OMAM 1971-1991 Rochelle  Rochelle Drive OMAM OMAM Manager 
OMAM 1221 Scotts Manor   Scotts Manor Outlier Realty 

Capital Management 
Outlier Manager 

Outlier Newpointe Lynnbrook Newpointe 
Properties 

Outlier OMAM 
Holdco 

Outlier Manager 

OMAM 2237 Taft Circle  Pine Plaza OMAM OMAM Manager 
OTD 2106-2108 Vermont Vermont Avenue OTD Outlier Manager 
ORC 223 Vine 221-225 Vine 

Street 
Outlier-RM Vine 
Street 

Outlier Manager 

OMAM 1002-1058 
Woodstock Lane 

Woodstock Lane OMAM OMAM Manager 

 
13. Except as noted, each of the below Corporate Defendants is a Delaware limited 

liability company whose principal place of business during the Relevant Period was 7514 

Wisconsin Avenue, Suite 500, Bethesda, Maryland 20184.  

I. Class A Member LLC Defendants 
 

14. Outlier Development LLC (“OTD”), formerly known as OAK TREE 

DEVELOPMENT LLC, was formed in October 2013. Initially, OTD had four partners, 

 
2 Table 1 incorporates terms defined below.  

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including Stuart, who were members of OTD. Each founding partner made initial capital 

investments in OTD. In January 2014, four additional non-voting members were admitted. As 

detailed in Table 1, OTD formed and operated as the sole Class A Member LLC of certain 

Property-Specific LLCs. Stuart managed and controlled OTD at all times. 

15. Outlier Multifamily Asset Management LLC (“OMAM”), formerly known as 

OAKTREE MULTIFAMILY ASSET MANAGEMENT, LLC was formed by the same four 

partners as OTD in September 2016. Each partner was a member of OMAM. In December 2016, 

OMAM added three additional members. As detailed in Table 1, OMAM formed and operated as 

the sole Class A Member LLC of certain Property-Specific LLCs. OMAM was managed by 

Stuart and one other individual and controlled by Stuart at all times. 

16. OUTLIER REALTY CAPITAL MANAGEMENT, LLC (“Outlier Realty Capital 

Management”) was formed in May 2019. As detailed in Table 1, Outlier Realty Capital 

Management formed and operated as the sole Class A Member LLC of Property-Specific LLC, 

OMAM 1221 Scotts Manor Ct LLC. Through non-defendant Outlier (PS) Holdco LLC, Stuart 

was the sole member of Outlier Realty Capital Management, and through OUTLIER 

MANAGER LLC, Stuart managed and controlled Outlier Realty Capital Management, at all 

times. 

17. OUTLIER OMAM HOLDCO, LLC (“Outlier OMAM Holdco”) was formed in 

July 2018. Outlier OMAM Holdco formed and operated as the sole Class A Member LLC of 

Property-Specific LLC, OUTLIER NEWPOINTE LYNNBROOK LLC. Stuart, through 

OUTLIER MANAGER LLC, managed and controlled Outlier OMAM Holdco at all times. 

18. Outlier OTD Holdco, LLC (“Outlier OTD Holdco”) was formed in July 2019. 

Outlier OTD Holdco formed and operated as the sole Class A Member LLC of Property-Specific 

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LLC, 1101 N ARTHUR ASHE BLVD INVESTMENT LLC. Stuart, through OUTLIER 

MANAGER LLC, managed and controlled Outlier OTD Holdco at all times. 

19. Outlier-RM Vine Street LLC (“Outlier-RM Vine Street”) was formed in July 

2019. Outlier-RM Vine Street was the sole Class A Member LLC of Property-Specific LLC, 

ORC 223 VINE ST LLC. Stuart managed and controlled Outlier-RM Vine Street at all times.  

II. Manager LLC Defendants 
 
20. OMAM MANAGER LLC (“OMAM Manager”), formed in September 2017, is 

the sole member of OMAM Manager. As detailed in Table 1, OMAM Manager was the manager 

for certain Property-Specific LLCs. Stuart managed and controlled OMAM Manager at all times. 

21. OUTLIER MANAGER LLC (“Outlier Manager”) was formed in July 2019. As 

detailed in Table 1, Outlier Manager was the named manager for certain Property-Specific LLCs, 

Outlier OTD Holdco, Outlier OMAM Holdco, and Outlier-ERI Newpoint Lynnbrook LLC. 

Stuart was the sole member, through Outlier Realty Capital Management, of Outlier Manager 

and managed and controlled it at all times. 

III. Property-Specific LLC Defendants 
 

22. OTD 1240 MOUNT OLIVET ROAD LLC (“OTD 1240 Mount Olivet Road”), 

formed in March 2017, issued non-voting and non-management Class B membership interests to 

raise funds for investment in the real property located at 1240 Mount Olivet Road, NE, 

Washington, DC 20002 (“Mount Olivet”). Stuart managed and controlled OTD 1240 Mount 

Olivet Road at all times. 

23. OTD 2106-2108 VERMONT AVE LLC (“OTD 2106-2108 Vermont”), formed in 

November 2017, issued non-voting and non-management Class B membership interests to raise 

funds for investment in 2106-2108 Vermont LLC, which in turn owned, financed, operated, 

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developed and/or otherwise invested in the real property at 2106-2108 Vermont Avenue, NW, 

Washington, DC 20001 (“Vermont Avenue”). Stuart, initially through OTD, and then as of 

March 2019, through Outlier Manager, managed and controlled OTD 2106- 2108 Vermont Ave 

at all times. 

24. OTD 1126 9th St NW LLC (“OTD 1129 9th Street”), formed in January 2015, 

issued non-voting and non-management Class B membership interests to raise funds for 

investment in 1126 9th St NW LLC, which in turn owned, financed, operated, developed and/or 

otherwise invested in the real property at 1126 9th St NW, Washington, DC 20001 (“9th Street”). 

Stuart, initially through OTD, and then as of March 2019, through Outlier Manager, managed 

and controlled OTD 1126 9th Street at all times. 

25. OMAM Beamons Mill LLC (“OMAM Beamons Mill”), formed in May 2019, 

issued non-voting and non-management Class B membership interests to raise funds for 

investment in Beamons Mill Property LLC, which in turn owned, financed, operated, developed 

and/or otherwise invested in the real property at 305 Beamons Mill Trail, Suffolk, Virginia 

23434 (“Beamons Mill”). Stuart, through OMAM Manager, managed and controlled OMAM 

Beamons Mill LLC at all times. 

26. OMAM 2237 Taft Circle LLC (“OMAM 2237 Taft Circle”), formed in August 

2018, issued non-voting and non-management Class B membership interests to raise funds for 

investment in OMAM 2237 Taft Circle, which in turn owned, financed, operated, developed 

and/or otherwise invested in the real property at 2237 Taft Circle, Winchester, Virginia 22601 

(“Pine Plaza”). Stuart, through OMAM Manager, managed and controlled OMAM 2237 Taft 

Circle at all times. 

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27. OMAM 1971-1991 Rochelle Ave LLC (“OMAM 1971-1991 Rochelle”), formed 

in October 2018, issued non-voting and non-management Class B membership interests to raise 

funds for investment in 1971-1991 Rochelle Ave Property LLC, which in turn owned, financed, 

operated, developed and/or otherwise invested in the real property at 1971-1994 Rochelle Drive, 

District Heights, Maryland 20747 (“Rochelle Drive”). Stuart, through OMAM Manager, 

managed and controlled OMAM 2237 Taft Circle at all times. 

28. OMAM 1002-1058 Woodstock Ln LLC (“OMAM 1002-1058 Woodstock 

Lane”), formed in September 2018, issued non-voting and non-management Class B 

membership interests to raise funds for investment in 1002-1058 Woodstock Ln Property LLC, 

which in turn owned, financed, operated, developed and/or otherwise invested in the real 

property at 1002-1058 Woodstock Lane, Winchester, Virginia 22601 (“Woodstock Lane”). 

Stuart, through OMAM Manager, managed and controlled OMAM 1002-1058 Woodstock Ln at 

all times. 

29. OMAM 1625 W PEMBROKE LLC (“OMAM 1625 W Pembroke”), formed in 

September 2018, issued non-voting and non-management Class B membership interests to raise 

funds for investment in 1625 W Pembroke Property LLC, which in turn owned, financed, 

operated, developed and/or otherwise invested in the real property at 1625 W Pembroke Avenue, 

Hampton, Virginia 23661 (“Pembroke Avenue”). Stuart, through OMAM Manager, managed 

and controlled OMAM 1625 W Pembroke at all times. 

30. OMAM 1221 Scotts Manor Ct LLC (“OMAM 1221 Scotts Manor”), formed in 

September 2018, issued non-voting and non-management Class B membership interests to raise 

funds for investment in 1221 Scotts Manor Ct Property LLC, which in turn owned, financed, 

operated, developed and/or otherwise invested in the real property at 1221 Scotts Manor Court, 

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Odenton, Maryland 21113 (“Scotts Manor”). Stuart, through Outlier Manager, managed and 

controlled OMAM 1221 Scotts Manor at all times. 

31. OUTLIER NEWPOINTE LYNNBROOK LLC (“Outlier Newpointe 

Lynnbrook”), formed in July 2019, issued non-voting and non-management Class B membership 

interests to raise funds for investment in Bound Brook Property LLC and Seawall Property LLC, 

which in turn owned, financed, operated, developed and/or otherwise invested in the real 

properties at 5500 Bound Brook Court, Virginia Beach, Virginia 23462 and 5510 Seawall Court, 

Virginia Beach, Virginia 23462, respectively (collectively, the “Newpointe Properties”). Stuart, 

through Outlier Manager, managed and controlled Outlier Newpointe Lynnbrook at all times. On 

February 14, 2020, Outlier Newpointe Lynbrook transferred 100% of its interest in Bound Brook 

Property LLC and Seawall Property LLC to Outlier-ERI Newpoint Lynnbrook LLC.  

32. 1101 N ARTHUR ASHE BLVD INVESTMENT LLC (“1101 N. Arthur Ashe 

Blvd Investment”), formed in October 2019, issued non-voting and non-management Class B 

membership interests to raise funds for investment in 1101 N ARTHUR ASHE BLVD LLC, 

which in turn owned, financed, operated, developed and/or otherwise invested in the real 

property located at 1101 N. Arthur Ashe Boulevard, Richmond, Virginia (“Arthur Ashe 

Property”). Stuart, through Outlier Manager, managed and controlled 1101 N. Arthur Ashe Blvd 

Investment at all times. 

33. ORC 223 VINE ST LLC (“ORC 223 Vine”), formed in July 2019, issued non-

voting and non-management Class B membership interests to raise funds for investment in 221 

VINE ST NW LLC, which in turn owned, financed, operated, developed and/or otherwise 

invested in the real property located at 221-225 Vine Street, NW Washington, DC (“Vine 

Street”). Stuart, through Outlier Manager, managed and controlled ORC 223 Vine at all times. 

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IV. Additional Corporate Defendants 
 

34. The “Additional Corporate Defendants,” described in detail and defined below, 

were seven other entities Stuart created to sell and manage investments in specific Properties. 

Although the Additional Corporate Defendants were not incorporated in the same manner as the 

Property-Specific LLCs, Class A Member LLCs, and Manager LLCs, they served similar roles, 

offering and managing investment interests in specific Properties.  

35. Outlier-ERI Newpoint Lynnbrook LLC (“Outlier-ERI Newpoint Lynnbrook”), 

formed in July 2019, sold investor memberships to investors to raise funds for investments in the 

Newpointe Properties. Outlier Newpointe Lynnbrook was the “Sponsor Member” of Outlier-ERI 

Newpoint Lynnbrook. Stuart, through Outlier Manager LLC, managed Outlier-ERI Newpoint 

Lynbrook LLC at all times.  

36. 1101 N ARTHUR ASHE BLVD LLC (“1101 N. Arthur Ashe Blvd LLC”), 

formed in October 2019, owned, financed, operated, developed and/or otherwise invested in the 

Arthur Ashe Property. In June 2022, through an amended and restated limited liability company 

agreement, 1101 N. Arthur Ashe Blvd LLC admitted four investors as members, including ORC 

KP BOULEVARD LLC. The Operating Agreement, Subscription Agreements, and Marketing 

Deck provided by Stuart and certain Corporate Defendants to investors indicated that 1101 N. 

Arthur Ashe Blvd LLC would use investors’ capital contributions to develop the Arthur Ashe 

Property. Stuart, through Outlier Manager, managed and controlled 1101 N. Arthur Ashe Blvd 

LLC at all times.  

37. ORC KP BOULEVARD LLC (“ORC KP Boulevard”), formed in October 2020, 

was a member and held an ownership interest in 1101 N. Arthur Ashe Blvd LLC. ORC KP 

Boulevard, managed and operated 1101 N. Arthur Ashe Blvd LLC in a manner substantially the 

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same as the Class A Member LLCs operated the Property-Specific LLCs. Stuart was the sole 

member and manager of ORC KP Boulevard at all times. 

38. PS KP 2019 (MT) LP was a Delaware limited partnership formed in February 

2019 with its principal place of business in Bethesda, Maryland. Stuart created PS KP 2019 

(MT) LP to facilitate an individual investor’s (“Limited Partner A’s”) investment through the 

purchase of a limited partnership in PS KP 2019 (MT) LP. Stuart, PS KP 2019 (MT) LP, and 

certain other Corporate Defendants represented that Limited Partner A’s investments would be 

used for specific Properties. Stuart, through Outlier PS-KP Manager LLC, managed and 

controlled PS KP 2019 (MT) LP at all times. 

39. OUTLIER PS-KP HOLDINGS GP LLC (“Outlier PS-KP Holdings GP”), formed 

in February 2019, is the general partner of and had the exclusive right to manage PS KP 2019 

(MT) LP. As such, Outlier PS-KP Holdings GP, was similar to a Class A Member LLC. Stuart 

was the sole member of Outlier PS-KP Holdings GP and managed and controlled Outlier PS-KP 

Holdings GP through Outlier PS-KP Manager LLC at all times. 

40. Outlier PS KP Manager, LLC (“Outlier PS KP Manager”), formed in February 

2019, is owned by Stuart and is the non-member manager of Outlier PS-KP 2019 (MT) LP. 

Stuart managed and controlled Outlier PS KP Manager at all times. 

41. OUTLIER PS-KP HOLDCO, LLC (“Outlier PS-KP Holdco”), formed in 

February 2019, was created and is owned by PS KP 2019 (MT) LP. Stuart through Outlier PS 

KP Manager managed and controlled Outlier PS-KP Holdco at all times 

JURISDICTION AND VENUE 
 

42. The Commission brings this action pursuant to the enforcement authority 

conferred upon it by Sections 20(b) and (d) of the Securities Act [15 U.S.C. § 77t(b) and (d)]. 

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43. This Court has jurisdiction over this action pursuant to Sections 20(d) and 22(a) 

of the Securities Act [15 U.S.C. §§ 77t(d) and 77v(a)]. 

44. Defendants, directly or indirectly, have made use of the means or instruments of 

transportation or communication in interstate commerce, or of a means or instrumentality of 

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

courses of business alleged in this Complaint. Among other things, Defendants, all of which are 

based in Bethesda, Maryland, bought and/or sold investment properties located in Washington, 

DC, Virginia, and Maryland. Stuart and others solicited investors through in-person 

presentations, telephone, and email in Washington, DC, Maryland, and Virginia. Investors 

located in Washington, DC, Maryland, and Virginia paid money in the form of checks, wire 

transfers, and electronic funds transfers to effectuate the purchase and sale of securities from 

Defendants and others. 

45. Venue lies in this District pursuant to Section 22(a) of the Securities Act [15 

U.S.C. §77v(a)] because Defendants transact business here, including certain of the acts 

complained of in this Complaint, because Defendants maintained a principal place of business in 

Bethesda, Maryland during the Relevant Period, and because the offer or sale of the subject 

securities took place here. Numerous affected investors are also located in Montgomery County, 

Maryland. 

46. This action is timely filed. Defendants and the Commission executed tolling 

agreements that collectively tolled the running of any applicable statute of limitation deadline 

during the following periods: April 17, 2023 – October 17, 2023; October 18, 2023 – April 18, 

2024; June 21, 2024 – September 21, 2024; September 22, 2024 – November 22, 2024; 

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November 23, 2024 – January 7, 2025; January 8, 2025 – February 7, 2025; and February 8, 

2025 – March 10, 2025. 

FACTS 
 
I. Defendants Offered and Sold Real Estate Investment Contracts 
 

47. Stuart and three partners founded OTD in 2013. In 2016, Stuart and the same 

three partners founded OMAM. OTD or OMAM served as the Class A Member LLCs for eight 

of the Property Specific LLCs and were responsible for much of the business activities of the 

affiliated businesses that ultimately became known as Outlier.  

48. During the Relevant Period, Outlier engaged in several lines of business: (1) 

developing apartment buildings, other residential properties, and commercial properties 

(“Development Properties”), (2) operating existing multi-family housing facilities (“Value-Add 

Properties”), and (3) operating a real estate investment trust (“REIT”). Initially, OTD managed 

the Development Properties, and OMAM managed the Value-Add Properties and advised the 

REIT.  

49. Each Development and Value-Add Property was held by a Property-Specific 

LLC. Each Property-Specific LLC had an Operating Agreement that stated that the purpose of 

the Property-Specific LLC was to own, finance, operate, develop, improve and/or otherwise 

invest in a specific Property.  

50. Property-Specific LLCs funded the acquisition and development of Properties by 

soliciting outside investments and by obtaining bank loans for the specific Properties. Investors 

typically provided 20-30% of the Property-Specific Funds for each Property-Specific LLC. The 

remaining Property-Specific Funds came from bank loans. Each Property-Specific LLC 

maintained its own bank accounts. 

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51. Prospective investors could invest in a specific Property by purchasing 

memberships in the form of “Class B unit interests” from Property-Specific LLCs. Class B 

investors were passive, non-voting investors with no role in management of the Property-

Specific LLCs. The memberships Class B investors purchased were real estate investment 

contracts.  

52. For a Development Property, Class B investors were to receive a return upon the 

completion or sale of the Property. For a Value-Add Property or a completed Development 

Property, Class B investors were also to receive periodic distributions from the Property-Specific 

LLC based on available operating cash flows from the project. The Class B investors were not 

entitled to voting or management rights.  

53. According to the Property-Specific LLCs’ Operating Agreements, the Property-

Specific LLCs were responsible for receiving funds from Class B investors who wanted to invest 

in their respective Properties. 

54. Each Property-Specific LLC was formed and operated by a Class A member or 

members. The Class A members were either OTD or OMAM, initially, or one of the other Class 

A Member LLCs that Stuart later created and operated. Class A Member LLCs had voting, 

management, and other rights pursuant to the Operating Agreements of each Property-Specific 

LLC, including the right to replace the Manager of the Property-Specific LLC. Class A Member 

LLCs were also entitled to various fees. 

55. Stuart, either directly, or through a Manager LLC served as manager of the 

Property-Specific LLCs. As manager, Stuart’s duties included handling the day-to-day business 

of each Property-Specific LLC and admitting new Class B investors. Thus, Stuart controlled the 

business, operations, finances, and fundraising activities of each Property-Specific LLC, 

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including the transfers of funds. The manager of each Property-Specific LLC was entitled to 

fees.  

56. In addition to the Property-Specific LLCs, Defendants offered and sold 

membership interests in Outlier-ERI Newpoint Lynnbrook, 1101 N. Arthur Ashe Blvd LLC, and 

PS KP 2019 (MT) LP (collectively, the “Additional Securities Issuing Defendants”). These 

interests were similar to the Class B memberships sold by the Property-Specific LLCs in that 

they were offered as real estate investment contracts in specific Properties and in practice offered 

investors limited management rights.  

57. The membership interests that Defendants offered and sold were “securities” 

within the meaning of Section 2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)]. Investors 

paid money to purchase equity interests in a common enterprise with a reasonable expectation of 

profits based on the efforts of the Defendants.  

58. Prior to each investor investing in a particular Property-Specific LLC, Defendants 

provided the investor with an Operating Agreement that described the “Purpose” of the operating 

company solely with reference to a particular Property. Similarly, investors in the Additional 

Securities Issuing Defendants received Operating Agreements or Partnership Agreements that 

stated the purpose of the entity was to invest in specific Properties. 

59. Each Class B investor entered into a Subscription Agreement with the relevant 

Property-Specific LLC. Each Subscription Agreement incorporated the Operating Agreement for 

the Property-Specific LLC and the specific underlying Property. Stuart signed each Subscription 

Agreement on behalf of the relevant Property-Specific LLC.  

60. Most investors in Property-Specific LLCs and Additional Securities Issuing 

Defendants also received a Marketing Deck. The Marketing Decks described the “sources and 

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uses” of investors’ funds and stated that funds would be used for the purchase and renovation of 

a particular Property or Properties.  

61. Stuart reviewed and approved the content of the Subscription Agreements, 

Operating Agreements, Partnership Agreements, and Marketing Decks. The representations 

made in these agreements about the intended use of funds was material information. Stuart and 

the Corporate Defendants were at least negligent in providing investors with specific information 

on the “sources and uses” of funds while failing to disclose to investors that their investments 

and other Property-Specific Funds would be used for other, unrelated Properties controlled by 

the Defendants. 

62. Nothing in the Operating Agreements, Subscription Agreements, Marketing 

Decks, or Partnership Agreements authorized Stuart to use funds from Property-Specific LLCs 

for other, unrelated Properties or the expenses of unrelated Corporate Defendants. 

63. Defendants did not inform Class B investors that their investments would be used 

to pay expenses for other Properties and unrelated Outlier entities. To the contrary, Defendants 

represented to investors that their investments in a particular Property-Specific LLC would be 

used to operate only that Property-Specific LLC, whose main purpose was the acquisition, 

management, and/or development of a specific Property. Similarly, Defendants did not disclose 

to investors in the Additional Securities Issuing Defendants that their investments could be 

commingled and used to support other Corporate Defendants.  

64. For example, the Subscription Agreement for OMAM 2237 Taft Circle 

incorporated an Operating Agreement that laid out investment objectives concerning the Pine 

Plaza Property. The Marketing Deck, which Stuart reviewed, approved, and provided to 

investors, described a business plan for Pine Plaza’s renovation, upgrades, professional 

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management, and corresponding rent increases. There was no reference to using monies from 

Class B investors to finance expenses for other, unrelated Property-Specific LLCs or other, 

unrelated Outlier companies.  

65. Investors and potential investors in the Property-Specific LLCs and Additional 

Securities Issuing Defendants considered Defendants’ representations about the use of their 

investment funds important in considering the securities offerings.  

II. Defendants Misappropriated and Commingled Property-Specific Funds  
 

66. Beginning no later than 2017, certain Defendants experienced severe and 

persistent liquidity problems due to insufficient capital and ballooning expenses for hiring, office 

expansions, consulting, and travel. The fees that the Manager LLCs and Class A Member LLCs 

earned were insufficient and/or not earned in time to pay general corporate expenses when they 

were due. Additionally, the REIT failed to attract investors and generate revenue necessary to 

support OMAM’s operations, which accounted for approximately half of Outlier’s assets and 

liabilities. Stuart attempted to solve the liquidity issue by raising capital from OMAM’s existing 

Class A partners in 2017, and again in 2018, but was unsuccessful. 

67. Beginning no later than January 2018, Stuart directed the use of fees owed to 

and/or earned by Class A Member LLCs to pay the expenses of certain Corporate Defendants. 

The monies that Stuart used to pay these fees came from Class B investors’ subscription 

payments, bank-provided lines of credit, and other bank loans intended for the acquisition or 

construction of a particular Property. The fees, however, were insufficient to cover the expenses 

of the Corporate Defendants, and Stuart used monies in excess of fees earned or owed. In fact, 

Defendants routinely transferred and commingled funds, including from Class B investors of 

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different Property-Specific LLCs, to finance other Property-Specific LLCs and other Corporate 

Defendants, including OMAM and OTD. 

68. This practice of commingling funds among the various Corporate Defendants 

created what became known within Outlier as “due to/due from” balances on the books and 

records of different Outlier corporate entities. Recognizing that the Property-Specific LLCs and 

the Additional Securities Issuing Defendants were standalone investment entities to which the 

Property-Specific Funds belonged, Stuart attempted to track the flow of funds and directed 

entries be made in Outlier’s accounting software.  

69. Outlier also hired an accountant (“Accountant A”) to handle all the finances of the 

Outlier enterprises, including tracking and reconciling all inter-company transfers. Accountant A 

worked with Outlier’s bookkeepers, created due to/due from matrices reflecting outstanding 

balances at each Outlier entity and to whom each entity owed money, and provided Stuart with 

frequent financial updates and reports. Stuart also had weekly cash flow meetings with 

Accountant A during which he was routinely apprised of Outlier’s lack of liquidity and inability 

to meet expenses without transferring and commingling money from the Properties. 

70. Beginning in 2018, Defendants used a $2 million line of credit that OTD 1240 

Mount Olivet Road obtained from a bank to develop the Mount Olivet Property to instead pay 

closing costs and vendors for other Properties and corporate-level expenses such as payroll. By 

the end of September 2018, the “due to/due from” matrix created by Accountant A and outside 

bookkeepers showed that OTD 1240 Mount Olivet Road had a net receivable of more than $2 

million and that two other Property-Specific LLCs had net receivables of approximately 

$200,000 and $600,000 respectively. A few months later, one of Outlier’s construction managers 

repeatedly told Stuart that these Properties had multiple critical past due invoices. The investors, 

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however, remained in the dark about Outlier’s commingling of funds, deepening financial 

struggles, and inability to pay Property-related expenses. 

71. As 2018 progressed, Outlier employees expressed concerns about Outlier’s 

overall financial situation. On September 27, 2018, Outlier’s development manager for certain 

properties emailed Stuart, warning: “We have now reached the point that if critical outstanding 

and past due invoices are not paid, our ability to continue moving forward with these projects is 

in jeopardy.” Others at Outlier also expressed concerns to Stuart about Outlier entities or 

Properties lacking sufficient cash to pay their expenses. 

72. Meanwhile, Stuart sought to restrict access to Outlier’s financial information, 

including from his own partners and other Outlier employees. On October 5, 2018, Stuart 

instructed Accountant A and the outside bookkeepers that “without prior WRITTEN consent by 

me, NO ONE else at [O]utlier or outside of [O]utlier (this includes investors, partners, 

employees, etc.) should be given (either written or oral) ANY financial information.”  

73. Defendants continued to misuse and commingle Property-Specific Funds 

throughout 2018 and into 2019. As a bookkeeper wrote to Stuart on February 22, 2019: 

The pattern I’ve generally noticed is that when a project gets 
capital, it immediately goes to whichever entity has bills that are 
extremely outstanding, or used to fund the corporate entities. I 
know the perfect world would have the dev[elopment] and 
acq[uisition] fees cover the corporate expenses, but that isn’t the 
case. 
 

74. In August 2019, Stuart, acting on behalf of the Corporate Defendants identified 

below, used money Class B investors invested in Outlier Newpointe Lynnbrook to pay expenses 

unrelated to the Newpointe Properties. Between August 12 and August 30, 2019, Outlier 

Newpointe Lynnbrook raised $1,152,000 from 10 equity investors. During the same period, 

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without the knowledge or consent of the Class B investors, Stuart and certain Corporate 

Defendants transferred $650,155 from Outlier Newpointe to other Outlier entities. For example: 

a. On August 12, 2019, Outlier Newpointe Lynnbrook transferred $56,000 to 

non-defendant Outlier Development Management, Inc. (“OTDM”), a pass-

through entity responsible for payroll.  

b. On August 13, 2019, Outlier Newpointe Lynnbrook transferred $124,000 

to OTD, which subsequently transferred the same amount to OTD 1240 

Mount Olivet Road to pay construction expenses for the Mount Olivet 

Property. 

c. On August 22, 2019, Outlier Newpointe Lynnbrook transferred $180,511 

to OMAM and OTD, which subsequently transferred funds to OTD 1240 

Mount Olivet Road to pay its construction manager. 

d. August 30, 2019, Outlier Newpointe Lynnbrook transferred $25,000 to 

ORC 223 Vine through OMAM and OTD to pay a hard money lender 

related to the Vine Street Property. 

75. Defendants’ transfers and commingling of Property-Specific Funds were not 

limited to Outlier Newpointe Lynnbrook.  

a. In January 2019, two Class B investors invested $325,000 in OTD 1126 

9th Street. Later that month, $289,555 was transferred from OTD 1126 9th 

Street to six unrelated Outlier entities and used for purposes unrelated to 

the 9th Street Property, including payroll, operating expenses of OTD 

2106-2108 Vermont, and OMAM’s payment to a hard money lender for 

an unrelated Property. 

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b. In July 2019, Outlier PS-KP Holdco received $672,500 from four 

investors for investment in Outlier Newpointe Lynnbrook and ORC 223 

Vine Street. Outlier PS-KP Holdco transferred $496,000 to OMAM which 

subsequently used the funds to pay a lender of the Beamons Mill Property.  

c. In February 2020, $2,009,933 that a private equity fund invested in Outlier 

Newpointe Lynnbrook was used to pay expenses unrelated to the 

Newpointe Properties. 

d. On February 17, 2021, 1101 N. Arthur Ashe Blvd Investment received 

$500,000 from a Class B investor. On February 26, 2021, $499,000 was 

transferred to OTD. On the same day, OTD transferred $545,377 to OTD 

1126 9th Street, which paid the same amount to a contractor working on 

the 9th Street Property. 

e. On November 21, 2022, OTD 1240 Mount Olivet Road received $100,000 

from a Class B investor. On November 23, 2022, $60,000 was transferred 

from OTD 1240 Mount Olivet Road to OTDM. Subsequently, on the same 

day, $60,000 was transferred from OTDM to Outlier PS-KP Holdco and 

commingled with $440,023 in other funds. Those commingled funds were 

used to pay distributions to Outlier Newpointe Lynnbrook investors. 

76. As set forth in Table 2 below, Defendants made more than $50 million in gross 

transfers of Property-Specific Funds from Property-Specific LLCs during the Relevant Period. 

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TABLE 2 

Property-Specific LLC Transfers 
OTD 1126 9th Street $7,478,444 
1101 N. Arthur Ashe Blvd Investment  $7,892,797 
OMAM Beamons Mill $1,987,723 
OTD 1240 Mount Olivet Road $4,522,031 
OMAM 1625 W Pembroke  $1,359,095 
OMAM 1971-1991 Rochelle $2,077,038 
OMAM 1221 Scotts Manor  $2,888,817 
Outlier Newpointe Lynnbrook $11,792,627 
OMAM 2237 Taft Circle $2,352,022 
OTD 2106-2108 Vermont  $3,061,128 
ORC 223 Vine $1,617,456 
OMAM 1002-1058 Woodstock Lane  $3,067,959 
Total $50,097,136 
 

77. Defendants’ inter-company transfers of Property-Specific Funds had significant 

impacts on investors and their investments. Defendants’ practice of diverting funds from 

Property-Specific LLCs to other accounts resulted in them being unable to make timely 

distributions to Class B investors. Defendants’ misuse of Property-Specific Funds, including 

equity from investors, also resulted in project delays and significantly delinquent payments to 

general contractors and other vendors who were developing or renovating the Properties. 

Defendants resorted to taking out short-term hard money loans that subjected the Properties and 

investors to additional undisclosed costs and risks.  

78. Defendants’ commingling of funds also impacted Property-Specific LLCs’ 

acquisition of specific Properties. In at least two instances, Stuart needed hard money loans to 

acquire Properties for which the equity had already been raised but was unavailable because 

Stuart had directed it be used to pay other, unrelated Outlier expenses.  

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79. Defendants’ practice of transferring money belonging to the Property-Specific 

LLCs and the Additional Securities Issuing Defendants to pay expenses of other Corporate 

Defendants operated as a fraud or deceit upon investors.  

80. Each of the Corporate Defendants responsible for management: ORC KP 

Boulevard, Outlier PS-KP Holdings GP, Outlier PS KP Manager, and Outlier PS-KP Holdco 

(collectively, the “Additional Management Defendants”), the Class A Member LLCs, and the 

Manager LLCs; either made the transfers of Property-Specific Funds or allowed the transfers to 

be made. And each of these Defendants received fees for their management services.  

81. Moreover, each of the Corporate Defendants was responsible for 

misrepresentations and material omissions to investors regarding the use of Property-Specific 

Funds. The Property-Specific LLCs and Additional Securities Issuing Defendants offered 

investments based on misrepresentations and omissions in the Operating Agreements, 

Subscription Agreements, Partnership Agreements, and/or Marketing Decks. The Class A 

Member LLCs, Manager LLCs, and remaining Additional Management Defendants, were 

responsible for the business and activities of the Property-Specific LLCs and Additional 

Securities Issuing Defendants, including the creation and dissemination of the misleading 

documents.  

III. Stuart Disregarded Warnings from Insiders and Employees 
 

82. Most investors were unaware of Defendants’ practice of commingling investor 

and Property-Specific Funds due to Defendants’ lack of transparency. In the few instances in 

which an investor did ask questions, Stuart deflected and avoided providing directly responsive 

information. For example, in January 2019, two investors told Stuart that they wanted to be sure 

their money was used and deposited directly in the specific Properties in which they invested. 

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Although Defendants had already transferred the two investors’ money to unrelated Properties to 

pay unrelated expenses, Stuart did not tell them about the transfers. Instead, Stuart offered to 

generate a report showing the investors their interest in the Properties.  

83. While investors were not informed about Outlier’s commingling of funds, insiders 

confronted Stuart, including one who “told him to stop” doing it. For example, on May 23, 2019, 

after previously confronting Stuart and not seeing him address any of the issues, a partner and 

investor who had been working at Outlier resigned and sent the following email: 

As you know, in light of my recent awareness that the 9th Street 
project is formally being managed out of ORC (of which I am a 
partner) and not OTDM, and that this project is now being 
borrowed against, in part to cover corporate shortfalls [–] which I 
feel is mismanagement of investor monies – I have consulted my 
lawyer and gotten advice.  
 
As a result, I have decided . . . to leave Outlier Partners until such a 
time as this misappropriation of funds has been rectified, and all 
the projects “made whole/trued up” . . . . 
 
My decision is the result of . . . : (i) Misappropriation of client 
funds . . . . (ii) Materially Insufficient Disclosure on Capital 
Raising Documents . . . . 
 

84. Furthermore, on June 5, 2019, Accountant A told Stuart that the entire Outlier 

enterprise was incurring “losses . . . at about [$]235K per month in aggregate.” As of July 2019, 

several of the Corporate Defendants owed the Property-Specific LLCs $4.9 million. On August 

6, 2019, Accountant A informed Stuart in an email that the Outlier corporate entities borrowed 

and currently owed the “investments $3.85 million.” Then, in or around September 2019, a 

fellow Outlier Partner “went to Peter [Stuart] and told him he had to stop . . . . [R]obbing Peter to 

pay Paul.” 

85. On December 18, 2019, Stuart emailed his executive assistant and an Outlier 

employee, “I’ve been financially irresponsible at many times and not diligent in running the 

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business in an organized or efficient way.” Notwithstanding Stuart’s recognition that he had been 

financially irresponsible, Stuart continued to conduct offerings and commingle investor funds. 

86. On December 24, 2019, Outlier’s Vice President of Operations emailed Stuart, 

“Assuming we are successful raising the full $2M from [investors] – we are going to have $8 to 

$9 million of corporate debt. The only way we get ourselves out of this and pay the debt down is 

to sell assets, and likely sell literally everything.” On January 3, 2020, Stuart learned that the 

company had incurred cumulative losses of $7.9 million. Just days after learning this, however, 

Stuart told a skeptical current investor, “Outlier is well capitalized and cash flow positive and in 

good shape to continue moving forward.” 

87. In January 2020, Accountant A was terminated after he and an outside 

bookkeeper refused to obey Stuart’s direction to transfer nearly $3 million of a private equity 

fund’s investment. At the same time, Defendants terminated the software license for the 

accounting system which Accountant A had attempted to use to track and report on the 

commingled funds and corporate losses. As a result, the records from the accounting system 

were lost.  

IV. Defendants Failed to Fully Pay Investors When Outlier Sold Seven Properties in 
2022 and 2023 

 
88. In 2022 and 2023, Outlier sold seven of the twelve Properties owned or held by 

the Property-Specific LLCs. At the same time, Defendants attempted to reconcile the due to/due 

from balances among the various Outlier entities. However, Defendants did not return the full 

amounts owed to Class B investors. Although Defendants returned approximately $27.4 million 

to Class B investors who had made equity investments between 2018 and 2023, they failed to 

return approximately $1.47 million. 

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CLAIM 
Violation of Sections 17(a)(2) and 17(a)(3) of the Securities Act 

(Against All Defendants) 
 

89. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 88 above as if set forth fully herein.  

90. By engaging in the conduct described above, Defendants, in the offer or sale of 

securities, and by the use of any means or instruments of transportation or communication in 

interstate commerce or by use of the mails, directly or indirectly: (1) while acting negligently, 

obtained money or property by means of untrue statements of a material fact or by omitting to 

state a material fact necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and (2) while acting negligently, engaged in 

transactions, practices, or courses of business which operated or would have operated as a fraud 

or deceit on purchasers of Defendants’ securities. 

91. By engaging in the foregoing conduct, Defendants violated, and, unless enjoined, 

are reasonably likely to continue to violate, Sections 17(a)(2) and 17(a)(3) of the Securities Act, 

[15 U.S.C. § 77q(a)(2) and (3)]. 

PRAYER FOR RELIEF 
 

WHEREFORE, the Commission respectfully requests the Court find Defendants 

committed the violations charged, and enter a Final Judgment: 

I. 

Permanently restraining and enjoining Defendants from violating Sections 17(a)(2) and 

17(a)(3) of the Securities Act of 1933 [15 U.S.C. § 77q(a)(2) and (3)]; 

II.  

Restraining and enjoining Stuart, for a period of five-years following the date of entry of 

a Final Judgment, from participating in the issuance, purchase, offer, or sale of any security, 

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including through entities he controls, other than those for his own personal account, pursuant to 

Section 20(b) of the Securities Act [15 U.S.C. §77t(b)] and Section 21(d)(1) and (5) of the 

Exchange Act [15 U.S.C. §78u(d)(1) and (5)]; 

III. 

Enjoining Stuart for a period of five-years following the date of entry of a Final 

Judgment, from acting as an officer or director of any issuer that has a class of securities 

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

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

20(e) of the Securities Act [15 U.S.C. §77t(e)]; 

IV. 

Ordering Stuart, the Class A Member LLC Defendants, the Manager LLC Defendants, 

the Additional Management Defendants, and PS KP 2019 (MT) LP, pursuant to Sections 

21(d)(3), (5) and (7) of the Exchange Act [15 U.S.C. §78u(d)(3), (5) and (7)], on a joint and 

several basis, to disgorge any ill-gotten gains resulting from the acts or courses of conduct 

alleged in this Complaint, plus prejudgment interest thereon; 

V. 

Ordering Stuart and, on a joint and several basis with each other, the Class A Member 

LLC Defendants, the Manager LLC Defendants, the Additional Management Defendants, and PS 

KP 2019 (MT) LP to pay civil money penalties, pursuant to Section 20(d) of the Securities Act 

[15 U.S.C. § 77t(d)]; and 

VI. 

Granting such other and further relief as the Court determines to be necessary and 

appropriate. 

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JURY TRIAL DEMAND 
 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission hereby 

demands a trial by jury. 

DATED: March 7, 2025 
 Respectfully submitted, 
 

SECURITIES AND EXCHANGE 
COMMISSION 

 
By:    /s/Charlie Divine      

Charlie Divine, Trial Counsel 
Securities and Exchange Commission  
100 F Street NE 
Washington, DC 20549 
Telephone: (202) 551-6673 
Email: [email protected]  
Attorney for Plaintiff 

 
Of Counsel: 
Christina Adams 
Securities and Exchange Commission 
100 F Street NE 
Washington, DC 20549 

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	SUMMARY
	DEFENDANTS0F
	JURISDICTION AND VENUE
	FACTS
	CLAIM
	prayer for relief
	JURY TRIAL DEMAND