SEC v. ASHISH AGGARWAL; SHAHRIYAR BOLANDIAN; and KEVAN SADIGH, No. 2:15-cv-06460, Central District of California (Aug. 25, 2015) — Complaint

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DAVID S. MENDEL
Email:  [email protected]

MATTHEW P. COHEN
Email:  [email protected]
PAUL E. KIM
Email:  [email protected]

SECURITIES AND EXCHANGE
COMMISSION
100 F Street, N.E.
Washington, D.C.  20549-5971
Telephone:  (202) 551-4418
Facsimile:  (202) 551-9282

LOCAL COUNSEL:
John B. Bulgozdy, Cal. Bar No. 219897
Email:  [email protected]

SECURITIES AND EXCHANGE
COMMISSION
444 South Flower Street, Suite 900
Los Angeles, CA 90071
Telephone:  (323) 965-3998
Facsimile:  (213) 443-1904

Attorneys for Plaintiff
Securities and Exchange Commission

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

                    Plaintiff,

          v.

ASHISH AGGARWAL,
SHAHRIYAR BOLANDIAN, and
KEVAN SADIGH,

                    Defendants,

          and

FARHAD BOLANDIAN and PARDIS
BOLANDIAN,

                     Relief Defendants.

Case No.

COMPLAINT FOR VIOLATIONS
OF THE FEDERAL SECURITIES
LAWS

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Plaintiff Securities and Exchange Commission (the “Commission”) alleges as
follows:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 21A and
27 of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u-1
and 78aa].
2. Venue in this district is proper pursuant to Section 27 of the Exchange
Act [15 U.S.C. § 78aa].  Among other things, certain of the acts, practices, and
courses of business constituting the violations of the federal securities laws alleged
herein occurred within the Central District of California.
SUMMARY OF THE ACTION
3. This insider trading case involves coordinated, illegal trading in stock
and stock options of two separate companies that participated in merger activity in
which the same investment bank, J.P. Morgan Securities LLC (“JPMS”), played an
advisory role.  As alleged below, Ashish Aggarwal (“Aggarwal”), a former JPMS
analyst, learned and misappropriated material, nonpublic information about the
impending transactions from his employer, JPMS.  Aggarwal tipped his close friend
Shahriyar Bolandian (“Bolandian”) about the impending transactions in breach of a
duty to keep the information confidential.  Bolandian, in turn, tipped his work
colleague and friend, Kevan Sadigh (“Sadigh”).  Bolandian and Sadigh, acting
largely in parallel, reaped large profits by using the misappropriated information to
make unlawful securities trades.
4. As an investment banking analyst in JPMS’s San Francisco office,
Aggarwal was privy to confidential information about two separate corporate
acquisitions involving JPMS clients.  In 2012, Aggarwal learned of an impending
acquisition of PLX Technology, Inc. (“PLXT”) by a JPMS client.  In 2013,
Aggarwal learned of an impending acquisition of JPMS client ExactTarget, Inc.
(“ExactTarget”) by another company.  In both instances, Aggarwal learned material,

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nonpublic information that he knew or was reckless in not knowing likely would
cause the stock prices of both PLXT and ExactTarget to quickly and significantly
increase upon near-term public announcements.
5. During the weeks before the public announcements of the transactions,
and while in possession of the material, nonpublic information about them,
Aggarwal repeatedly exchanged telephone calls and text messages with Bolandian,
and Bolandian and Sadigh repeatedly texted each other or called each other’s cell
phones.  In several instances, the communications between Bolandian and Sadigh
took place within minutes of Aggarwal’s communications with Bolandian.
6.  During these same time periods, before the public announcements of
the transactions, Bolandian and Sadigh made a series of trades in PLXT and
ExactTarget securities.  These trades included:  (a) trades by Bolandian in PLXT and
ExactTarget securities within an hour of his phone calls or text messages with
Aggarwal; (b) trades by Bolandian in ExactTarget securities through an off-shore
brokerage account that Bolandian opened and funded just one week before the public
announcement of the ExactTarget acquisition; (c) trades by Bolandian and Sadigh in
the same series of call options of PLXT and ExactTarget – trades that frequently
constituted all of the day’s trading volume in those series – often within minutes or
hours of each other; and (d) trades by Bolandian in the brokerage accounts of family
members.
7. After the public announcement of the PLXT acquisition on April 30,
2012, and the public announcement of the ExactTarget acquisition on June 4, 2013,
respectively, the prices of PLXT and ExactTarget substantially increased, leading to
total illicit profits of approximately $453,000 for Bolandian and his family members,
and approximately $219,000 for Sadigh.
8. By knowingly or recklessly engaging in the conduct described in this
complaint, Aggarwal, Bolandian, and Sadigh (collectively, “Defendants”) violated
and, unless enjoined, will continue to violate Section 10(b) and 14(e) of the

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Exchange Act [15 U.S.C. §§ 78j(b), 78n(e)] and Rules 10b-5 and 14e-3 thereunder
[17 C.F.R. §§ 240.10b-5, 240.14e-3].
DEFENDANTS AND RELIEF DEFENDANTS
9. Ashish Aggarwal, age 27, currently resides in or around San Francisco,
California.  Aggarwal graduated from the University of California-Berkeley
(“Berkeley”) in 2010 with a bachelor’s degree, and, from June 2011 to June 2013,
was an investment banking analyst in the San Francisco office of JPMS.  Aggarwal
invoked his Fifth Amendment privilege against self-incrimination and refused to
provide documents in response to a Commission investigative subpoena.
10. Shahriyar Bolandian, age 26, currently resides in or around Los
Angeles, California.  Bolandian graduated from Berkeley in 2010 with a bachelor’s
degree.  During the time periods in 2012 and 2013 relevant to this Complaint’s
allegations, Bolandian was employed by Greek Life Threads, an e-commerce
company specializing in college fraternity and sorority clothing that was founded by
Sadigh.  Bolandian invoked his Fifth Amendment privilege against self-
incrimination and refused to provide documents in response to a Commission
investigative subpoena.
11. Kevan Sadigh, age 28, currently resides in or around Los Angeles,
California.  In 2009, Sadigh graduated from the University of California-Irvine and
founded Greek Life Threads.  Sadigh invoked his Fifth Amendment privilege against
self-incrimination and refused to provide documents in response to a Commission
investigative subpoena.
12. Farhad Bolandian (“Farhad”), age 64, currently resides in or around
Los Angeles, California and is the father of Shahriyar Bolandian and Pardis
Bolandian.
13. Pardis Bolandian (“Pardis”), age 36, currently resides in or around Los
Angeles, California and is the older sister of Bolandian.

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RELEVANT PERSONS AND ENTITIES
14. J.P. Morgan Securities LLC is a Delaware limited liability
corporation with its principal place of business in New York, New York.  JPMS is
registered with the Commission as a broker-dealer and as an investment adviser.
JPMS is a wholly-owned subsidiary of JPMorgan Chase & Co. (“JPMorgan Chase”),
a publicly-traded financial holding company, incorporated in Delaware, with its
principal place of business in New York, New York.  JPMS was the financial adviser
to Integrated Device Technology, Inc. (“IDTI”) in its planned acquisition of PLXT
(the “IDTI-PLXT Transaction”), and to ExactTarget in its acquisition by
salesforce.com, inc. (“CRM”) (the “CRM-ExactTarget Transaction”).
15. ExactTarget, Inc. was a Delaware corporation headquartered in
Indianapolis, Indiana, and a provider of email and cloud marketing services.
ExactTarget’s common stock was registered with the Commission pursuant to
Section 12(b) of the Exchange Act and traded on the New York Stock Exchange (the
“NYSE”) using the ticker symbol ET.  After ExactTarget announced on June 4,
2013, that it would be acquired by CRM for $2.5 billion, ExactTarget’s stock price
increased by 52.4%.  On July 12, 2013, ExactTarget formally merged into and
became a wholly-owned subsidiary of CRM, at which time ExactTarget’s shares
were withdrawn from listing on the NYSE.
16. salesforce.com, inc. (“CRM”) is a Delaware corporation headquartered
in San Francisco, California, and a provider of enterprise cloud computing services.
CRM’s common stock is registered with the Commission pursuant to Section 12(b)
of the Exchange Act and trades on the NYSE using the ticker symbol CRM.
17. PLX Technology, Inc. was a Delaware corporation headquartered in
Sunnyvale, California, and a provider of integrated circuits that perform system
connectivity functions.  PLXT’s common stock was registered with the Commission
pursuant to Section 12(b) of the Exchange Act and traded on the NASDAQ using the
ticker symbol PLXT.  On April 30, 2012, PLXT announced that it would be acquired

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by IDTI for $330 million.  After the announcement, PLXT’s stock increased by
97%.  PLXT did not complete its merger with IDTI and merged with a different
company in 2014.
18. Integrated Device Technology, Inc. is a Delaware corporation
headquartered in San Jose, California, and a provider of integrated circuits.  IDTI’s
common stock is registered with the Commission pursuant to Section 12(b) of the
Exchange Act and trades on the NASDAQ using the ticker symbol IDTI.
19. Analyst One, age 27, was an investment banking analyst at JPMS’s San
Francisco office from June 2010 to June 2012.  Analyst One was a member of the
IDTI deal team and one of the first individuals at JPMS to become aware of the
possible acquisition of PLXT by IDTI.  Analyst One was friends with Aggarwal.
20. Analyst Two, age 26, was an investment banking analyst at JPMS’s
San Francisco office from June 2011 to June 2013.  Analyst Two was a member of
the ExactTarget deal team and one of the first individuals at JPMS to become aware
of ExactTarget’s acquisition.  Analyst Two was friends with Aggarwal.
21. Analyst Three, age 25, was an investment banking analyst at JPMS’s
San Francisco office from June 2012 to July 2014.  Analyst Three was a member of
the ExactTarget deal team and one of the first individuals at JPMS to become aware
of ExactTarget’s acquisition.  Analyst Three was friends with Aggarwal.
COMMONLY-USED TRADING TERMS
22.  A “call option” is a type of security.  A standardized equity call option
gives its purchaser-holder the option to buy 100 shares of an underlying stock at a
specified price (the “strike” price) by an expiration date.  As a practical matter, at all
times relevant to this Complaint, the expiration date of such an option was the third
Friday of the month in which the option was scheduled to expire.  For example, a
purchaser of 400 September 2012 call options in ABC stock, with a “strike price” of
$5.00, had the right to buy 40,000 shares of ABC stock at $5.00 per share from the
purchase date of the options until the third Friday in September 2012.  Generally, a

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purchaser of an equity call option hopes the underlying stock will increase in price,
so that the purchaser can sell the option in the open market for a profit or have the
right to buy the stock at a “strike price” that is lower than the market price.

23. An “option premium” is the price that a purchaser pays for a call option.
All other things being equal, option premiums generally are higher for call options
with longer expiration periods and lower for call options with shorter expiration
periods.  Thus, by purchasing a call option with a shorter expiration period instead of
an option with a longer expiration period, a purchaser can potentially achieve greater
trading profits in the event the underlying stock price surges before the shorter
expiration date.
24. A call option is “out of the money” when the option’s strike price is
above the current market price for the underlying stock.  An “out of the money” call
option is unprofitable to exercise unless the market price of the underlying stock
increases above the call option’s “strike price” before the call option’s expiration
date.
25. A call option “series” is a group of options on the same underlying
stock that have the same strike price and expire in the same month.
FACTS
A. Aggarwal’s Employment at JPMS and Duty to Maintain
Confidentiality of JPMS Information
26.      At all times relevant to this Complaint, analysts in the investment
banking department of JPMS in San Francisco, including Aggarwal, regularly were
exposed to material, nonpublic information by virtue of their work, which often
involved financial and market analysis on behalf of JPMS clients in connection with
confidential merger discussions.
27. Within the investment banking department of JPMS, Aggarwal was a
member of the Technology, Media & Telecommunications (“TMT”) Group.  As
reflected in electronic communications between Aggarwal and his fellow analysts,

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described below in this Complaint, analysts within the TMT Group, including
Aggarwal, generally were familiar with the status of – and had access to material,
nonpublic information concerning – not only matters to which they were personally
assigned, but also deals that other TMT group analysts were handling on behalf of
JPMS clients.  In addition, the physical layout of the investment banking department
in JPMS’s San Francisco office and Aggarwal’s close proximity to other analysts in
the department provided Aggarwal opportunities to obtain material, nonpublic
information about various deals and transactions, even when Aggarwal was not
assigned to work on them.
28. Aggarwal had a duty to preserve the confidentiality of the information
that he learned or received from JPMS in the course of his employment, including
information obtained from his fellow analysts, and to avoid divulging material,
nonpublic information to outsiders.  For example, during his employment at JPMS,
Aggarwal was subject to JPMS’s “Code of Conduct.”  The Code of Conduct directed
Aggarwal to assume that information about JPMS clients was confidential “unless
the contrary is clear,” and prohibited Aggarwal from disclosing “confidential
information to anyone outside the firm” unless he was “authorized to do so.”
29. JPMS’s Code of Conduct also expressly prohibited insider trading.  The
Code of Conduct provided:  “If you are aware of inside information ... you may not
pass along any inside information expressly or by way of making a recommendation
for the purchase or sale of such securities based upon inside information”; that
“inside information” was “material, nonpublic information about the securities,
activities, or financial condition of a corporation, public entity, or other issuer of
securities or financial instruments”; and that the JPMS prohibitions on passing along
inside information “are applicable no matter how you acquired the inside
information.”
30. The Code of Conduct also subjected Aggarwal to personal trading
restrictions.  Under these rules, Aggarwal was required to pre-clear all personal

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securities trades that he made while employed as a JPMS analyst, with limited
exceptions, and to report all such trades to his employer.
31. On August 25, 2010 and again on July 4, 2012, Aggarwal affirmed that
he “read, understood, and [was] in compliance with the ... Code of Conduct.”
Aggarwal also agreed, “as a condition of [his] employment, to remain in compliance
with the Code.”  Aggarwal thus knew that he had a duty to preserve the
confidentiality of information that he learned or received from his employer, and that
he was prohibited from disclosing material, nonpublic information to outsiders
except as authorized by JPMS.
B. Defendants’ Relationships With One Another
32. Aggarwal and Bolandian became close friends after meeting as
Berkeley students.  In 2012 and 2013, Aggarwal and Bolandian frequently
communicated with each other by telephone and text message.  Although they lived
and worked in different parts of California, they regularly visited each other on
weekends and took vacations together.
33. Bolandian knew that Aggarwal worked in the investment banking
department of JPMS.  Among other things, Aggarwal sent emails to Bolandian from
his corporate email account at JPMS.  The emails reflected the fact that Aggarwal
worked at JPMS in “Technology, Media & Telecom/Investment Banking.”
34. Bolandian also was close friends with Sadigh, whom Bolandian has
known since childhood.  In 2012 and 2013, Bolandian worked for Sadigh’s
company, Greek Life Threads, in the greater Los Angeles area.  As both co-workers
and friends, Bolandian and Sadigh regularly communicated with each other in 2012
and 2013 through a variety of means.
35. As mutual friends of Bolandian, Sadigh and Aggarwal knew and were
friendly with one another.  Sadigh understood that Bolandian and Aggarwal were
friends from college, that Aggarwal worked in investment banking in San Francisco,
California, and that Aggarwal was affiliated with JPMorgan Chase.

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C. Bolandian and Sadigh’s Securities Trading Experience
36. Bolandian and Sadigh were experienced traders who traded securities
on a regular basis.  In a 2012 brokerage account application, Bolandian indicated that
he had seven years of options trading experience and 13 years of experience trading
stocks.  In a 2013 brokerage account application, Sadigh indicated that he had “6-10”
years of options and stock trading experience and that his investment knowledge was
“extensive.”
37. During times relevant to this Complaint, Bolandian actively traded
various securities through brokerage accounts that he maintained at TD Ameritrade,
Inc. (“TDA”) and Interactive Brokers LLC (“Interactive Brokers”), and Sadigh
actively traded various securities through brokerage accounts that he maintained at
OptionsHouse, LLC (“OptionsHouse”) and Interactive Brokers.  From February
2012 to June 2013, Bolandian and Sadigh each made hundreds of securities-related
orders through their respective accounts.
38.      Records from the above-mentioned brokerage accounts show that in
2012, Bolandian and Sadigh did not trade in PLXT until they both did so in April of
that year, two weeks before the public announcement that PLXT was being acquired
by IDTI.  These records also show that, in 2012 and 2013, Bolandian and Sadigh did
not trade in ExactTarget until they both did so in May 2013, less than a month before
the public announcement that ExactTarget was being acquired by CRM.
D.      Aggarwal and Bolandian’s Joint Securities Trading
39.  From at least 2012 and continuing into 2013, Bolandian, in
consultation with Aggarwal, conducted securities trades through one or more of his
brokerage accounts on behalf of himself and Aggarwal.  This arrangement enabled
Aggarwal to circumvent JPMS’s pre-clearance rules and potentially to share in any
profits from Bolandian’s securities trades that Aggarwal otherwise may not have
been able to conduct on his own behalf.

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40. For example, in August 2012, Aggarwal and Bolandian exchanged
emails in which they discussed their jointly-held positions in several different
issuers, and Bolandian executed trades in the securities of these issuers in his TDA
account.  JPMS records show that Aggarwal did not seek pre-clearance for or report
trades in any of these securities, or for any trades at all in August 2012.
41. Similarly, in an email on December 4, 2012, Aggarwal wrote to
Bolandian that he was “[d]own for TRLA if its down but not max position,” to
which Bolandian replied, in part, “[y]es will keep an eye on trla ... . Trla equity if it’s
down.”  Aggarwal then wrote back, “[y]es to what you said on TRLA ... .”  Several
hours later Bolandian replied, in part, “[g]ot into trla.”  That same day in his TDA
account, Bolandian purchased stock in Trulia, Inc. (ticker: “TRLA”).  At no time
while a JPMS employee did Aggarwal seek pre-clearance for or report trades in
TRLA securities.
42.  By March 2013, if not earlier, Bolandian and Aggarwal’s trading
arrangement had resulted in joint losses, and these losses had depleted their
designated trading funds.  In instant messages that the two exchanged in March
2013, Bolandian expressed reluctance to participate in a securities trade being
proposed by Aggarwal as it would require the use of reserve funds that were “not the
original [trading] money anymore.”  In response, Aggarwal referenced his own
trading losses of $100,000 from the arrangement (“im down to add it to my tab (yes
the 100k one) if youre not down and ok with that”) and the fact that he and
Bolandian were “both in the same boat.”
E. Insider Trading In PLXT
IDTI Retains JPMS to Advise Its Intended Purchase of PLXT
43.      In January 2012, IDTI contacted JPMS to discuss a potential
engagement as financial adviser to assist with IDTI’s intended acquisition of PLXT.
IDTI verbally engaged JPMS as its exclusive financial adviser in February 2012 and

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formally engaged JPMS in March 2012.  Internally, JPMS referred to its confidential
engagement with IDTI as “Ironwood.”
44.      By April 12, 2012, negotiations concerning IDTI’s potential acquisition
of PLXT had significantly advanced.  IDTI’s Board of Directors had authorized an
expression of interest to acquire PLXT for $6.75 to $7.00 per share, well above the
price of $3.68 to $4.00 per share at which the common stock traded during the days
before the board acted.  In addition, IDTI, JPMS, and IDTI’s outside counsel had
engaged in discussions with PLXT and its advisers regarding transaction structure
and timeline.  Also, JPMS had attended due diligence meetings between IDTI and
PLXT and was provided access to due diligence information from PLXT.
Confidential and nonpublic negotiations between IDTI and PLXT continued until the
public announcement of the IDTI-PLXT Transaction on April 30, 2012.
Aggarwal Learns of the IDTI-PLXT Transaction
45. Before the April 30, 2012 public announcement of the IDTI-PLXT
Transaction, Aggarwal obtained material, nonpublic information about the
impending transaction from sources within JPMS.
46. Advance knowledge of an acquisition announcement is valuable
because the announcement typically triggers an increase in the price of an
acquisition target’s securities due to the premium that the acquirer is willing to pay.
A reasonable investor would have viewed the information regarding the impending
IDTI-PLXT Transaction as being important to his investment decision or as
significantly altering the total mix of information available to the public.  In addition,
the information was considered confidential by JPMS and IDTI.
47. Aggarwal had access to confidential, nonpublic information about the
impending IDTI-PLXT Transaction through, among other sources, a friend and co-
worker, Analyst One.  Analyst One was a member of the IDTI deal team and was
among the first individuals at JPMS to learn, in January 2012, of IDTI’s possible
acquisition of PLXT.  Analyst One had graduated from Berkeley with Aggarwal in

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2010, and the two analysts subsequently worked together in the TMT Group and
socialized with one another outside JPMS on a regular basis.  JPMS records indicate
that, from January 2012 until the announcement of the IDTI-PLXT Transaction on
April 30, 2012, Analyst One sat on the same side of the same floor at JPMS as
Aggarwal.
48. On Sunday, April 15, 2012, Analyst One forwarded Aggarwal an email
about JPMS’s work on behalf of IDTI.  In the email, which had the subject line “Re:
Ironwood transaction messaging,” a JPMS associate on the IDTI deal team had
asked Analyst One about the preparation of “press releases for IDT[I].”  By
forwarding the email, which Aggarwal received and responded to four minutes later,
Analyst One informed or confirmed for Aggarwal that JPMS was a financial advisor
to IDTI for an upcoming transaction, and that negotiations regarding the transaction
were in advanced stages.  By virtue of Aggarwal’s membership in the TMT Group
and friendship with Analyst One, and as reflected by his pattern of communications
with Bolandian and Bolandian’s subsequent trades in PLXT securities, Aggarwal
knew when he received Analyst One’s April 15 email that the other company
involved in the “Ironwood transaction” was PLXT.
49. Between Thursday, April 12, 2012, and Saturday, April 14, 2012,
records show that Aggarwal and Bolandian exchanged over 70 text messages and
had at least four telephone calls.  During this same time period, records show that
Bolandian and Sadigh exchanged over 250 text messages.  On Sunday, April 15,
2012, several hours after Aggarwal received the forwarded “Ironwood” email from
Analyst One, starting at 11:34 p.m., records show that Aggarwal and Bolandian
spoke for over 30 minutes on their cell phones.
April 16, 2012
50.     On Monday, April 16, 2012, the outside law firm representing IDTI in
the impending IDTI-PLXT Transaction distributed an initial draft of a merger

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agreement to PLXT and its advisers.  From April 16, 2012 through April 22, 2012,
IDTI, its outside law firm, and JPMS continued due diligence review of PLXT.
51. Also on April 16, 2012, from 10:28 a.m. to 10:39 a.m., records show
that Aggarwal and Bolandian exchanged at least five text messages.
52. Beginning several minutes later, Bolandian made his first purchases of
PLXT securities.  Specifically, at 10:47 a.m. and 10:52 a.m., Bolandian bought 200
shares of PLXT stock and 30 call options in PLXT that had a strike price of $5.00
and were set to expire in September 2012 (“September $5.00 PLXT call options”),
using funds wired to his TDA brokerage account on April 13, 2012.  Less than half
an hour after Bolandian’s purchases, from 11:15 a.m. to 11:16 a.m., Bolandian and
Aggarwal exchanged additional text messages.
53. Also on April 16, 2012, at 9:23 a.m., Sadigh bought 500 shares of
PLXT stock and 30 September $5.00 PLXT call options in his OptionsHouse
account, using funds he received by wire transfer on April 13, 2012.
54. Bolandian’s and Sadigh’s combined purchases of 60 September $5.00
PLXT call options on April 16, 2012 represented 100% of the total trading in that
call option series that day, across all exchanges.  On that day, PLXT stock closed at
$3.84 per share, rendering Bolandian’s and Sadigh’s purchases significantly “out of
the money.”
April 17, 2012
55. On Tuesday, April 17, 2012, at 10:06 a.m., Sadigh bought 1,000 shares
of PLXT stock in his OptionsHouse account using funds he received from a wire
transfer the previous day.
56. A short time later, on April 17, 2012, at 10:27 a.m., records show that
Aggarwal sent a text message to Bolandian.  At 10:56 a.m., Bolandian bought 25
September $5.00 PLXT call options.  Six minutes later, at 11:02 a.m., Sadigh bought
50 September $5.00 PLXT call options.  Beginning at 11:26 a.m. and continuing
over the course of the next several hours, records show that Aggarwal and Bolandian

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exchanged 23 text messages.  During this same time period, at 11:55 a.m., Bolandian
called and spoke to Sadigh for almost four minutes.
57.      Bolandian’s and Sadigh’s combined purchases of 75 September $5.00
PLXT call options on April 17 constituted 100% of the total trading in that call
option series that day, across all exchanges.  Once again, these call options were
significantly “out of the money” – the closing stock price of PLXT that day was
$3.92 per share.
April 18, 2012
58. The next day, on Wednesday, April 18, 2012, records show that
Bolandian texted Sadigh at 12:46 a.m.  Later that same morning, at 9:32 a.m., Sadigh
bought 1,000 shares of PLXT stock.  Records show that shortly before noon on April
18, Bolandian called and spoke with Sadigh for 12 minutes.  Additionally, between
12:33 p.m. and 2:49 p.m., Bolandian exchanged approximately 20 text messages
each with Sadigh and
 Aggarwal.
April 19, 2012
59. On Thursday, April 19, 2012, records show that Aggarwal and
Bolandian exchanged over 40 text messages between 1:03 a.m. and 1:33 a.m.
Bolandian and Sadigh then exchanged 17 text messages between 6:20 a.m. and 6:37
a.m.
60. Shortly after exchanging text messages with each other, both Bolandian
and Sadigh made additional purchases of PLXT stock and out-of-the-money call
options.  Between 6:45 a.m. and 7:27 a.m., Bolandian purchased 145 September
$5.00 PLXT call options and 1,000 shares of PLXT stock.  Between 7:05 a.m. and
7:11 a.m., Sadigh bought 20 September $5.00 PLXT call options and 1,000 shares of
PLXT stock.
61. Bolandian’s and Sadigh’s combined purchases of 165 September $5.00
PLXT call options on April 19 represented 100% of the total trading in that call

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option series on that day, across all exchanges.  The closing price of PLXT stock that
day was $3.84 per share.
April 20-21, 2012
62. Beginning on Friday, April 20, 2012, JPMS employees participated in a
series of meetings with IDTI, PLXT, and their advisers to discuss material open
issues in the draft merger agreement.
63. That same day, in the afternoon, Bolandian called Aggarwal at his
JPMS office extension.  Records show that the two spoke for at least seven minutes.
64. Also that same day, account records show that $7,000 was deposited
into Farhad Bolandian’s TDA brokerage account.  On information and belief, these
monies were deposited into Farhad’s account for the purpose of making the unlawful
PLXT trades that occurred in the days that followed.
65. That evening, Aggarwal and Analyst One worked late at JPMS.  An
internal JPMS record shows that Aggarwal ordered dinner for himself, Analyst One,
and three other JPMS associates.  Analyst One billed his dinner to JPMS’s expense
code for “Ironwood” – the IDTI-PLXT transaction.
66. The following day, Saturday, April 21, 2012, records indicate that
Aggarwal and Bolandian had at least five telephone conversations, with one lasting
over eight minutes.
April 23-30, 2012
67. On Monday, April 23, 2012, at 9:06 a.m., 1,000 shares of PLXT stock
were purchased in Farhad’s TDA account, using funds deposited into the account on
April 20, 2012.  This was the first securities trade in Farhad’s TDA account in 2012,
and the first trade of PLXT securities in the account.
68. Later that evening, telephone records show that Bolandian and Sadigh
spoke for over half an hour.
69. The next morning, on April 24, 2012, Sadigh bought 100 September
$5.00 PLXT call options and 500 shares of PLXT stock.  The closing price of PLXT

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stock that day was $3.87 per share.  Sadigh’s purchase of these out-of-the-money
PLXT call options constituted 100% of the total trading in that call option series that
day, across all exchanges.
70. In fact, in April 2012, there were a total of 420 September $5.00 PLXT
call options traded across all options exchanges.  Bolandian and Sadigh’s collective
purchases of 400 September $5.00 PLXT call options between April 16 and April
24, 2012, thus constituted 95% of the total purchases of that option series by all
traders, across all exchanges, in the month of April.
71. Meanwhile, Aggarwal continued to obtain information about the status
of the impending IDTI-PLXT Transaction, and he continued to communicate with
Bolandian.  On Saturday evening, April 28, 2012, Aggarwal exchanged instant
messages with Analyst One in which Analyst One referenced draft investor materials
that had been prepared for a “pending deal” involving “IDT[I].”  A little over a day
later, on Monday, April 30, 2012, at 12:31 a.m., records show that Bolandian called
Aggarwal on his JPMS office extension, and the two men spoke for at least 25
minutes.
IDTI and PLXT Publicly Announce the Transaction, and Bolandian and
Sadigh Sell PLXT for Substantial Profits.
72. After U.S. markets closed on April 30, 2012, IDTI and PLXT
announced to the public that that they had signed a definitive agreement providing
that IDTI would acquire all of the outstanding shares of PLXT pursuant to an
exchange offer and subsequent merger.  In the acquisition, PLXT stockholders
would receive $3.50 in cash and 0.525 shares of IDTI common stock (closing price
on April 30, 2012:  $6.78 per share) for each PLXT common share outstanding.
73. Before April 30, 2012, the proposed merger between IDTI and PLXT
was material, nonpublic information.  PLXT’s price and trading volume both
increased substantially after the public announcement.  PLXT’s stock closed at $6.66
per share on May 1, 2012, an increase of 97% from the closing price of $3.38 per

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share on April 30, 2012.  PLXT’s trading volume increased 638%, from 741,428
shares on April 30, 2012, to 5,471,744 shares on May 1, 2012.
74. After the public announcement, between May 8 and May 30, 2012,
Bolandian and Sadigh sold all of their PLXT shares and call options, and all of the
PLXT shares were sold from Farhad’s account.  As a result of the foregoing trades in
PLXT securities, Bolandian and his father gained approximately $36,200 in illicit
profits, and Sadigh gained approximately $41,200 in illicit profits.
F. Insider Trading in ExactTarget
JPMS is Engaged as ExactTarget’s Financial Advisor in Connection with a
Merger
75. On April 25, 2013, ExactTarget contacted JPMS to inform JPMS that it
anticipated receiving offers from two companies to enter into a merger transaction.
ExactTarget invited JPMS to make a presentation regarding the services it could
provide as a prospective financial advisor to ExactTarget’s Board of Directors in
connection with these anticipated offers.
76.      On May 1, 2013, ExactTarget formally engaged JPMS as its financial
advisor.  That same day, JPMS attended a meeting of the Special Committee of
ExactTarget’s Board of Directors (“Special Committee”) to consider an indication of
interest by CRM for a potential transaction with ExactTarget and to discuss other
potential business combination partners for ExactTarget.  Thereafter, JPMS acted as
the exclusive financial adviser to ExactTarget in connection with the CRM-
ExactTarget Transaction.  Internally, JPMS referred to its confidential engagement
with ExactTarget as “Excalibur” or “Excal.”
77.      The negotiations between ExactTarget and CRM were confidential and
nonpublic until June 4, 2013, when CRM and ExactTarget publicly announced that
CRM would be acquiring ExactTarget.
78.      A reasonable investor would have viewed the information regarding the
impending CRM-ExactTarget Transaction as being important to his investment

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decision or as significantly altering the total mix of information available to the
public.  In addition, the information was considered confidential by JPMS and
ExactTarget.
Two Analyst-Friends of Aggarwal at JPMS Are Assigned to Work on the
ExactTarget Transaction
79.       JPMS’s deal team for ExactTarget included Aggarwal’s friends,
Analyst Two and Analyst Three, who were among the first individuals at JPMS to
learn, on April 25, 2013, of ExactTarget’s possible acquisition by CRM.  Analysts
Two and Three had graduated from Berkeley in 2011, the year after Aggarwal’s
graduation, and they both worked with Aggarwal in the TMT Group at JPMS.
Aggarwal spent significant amounts of time with Analyst Two and Analyst Three
during their respective tenures at JPMS.  Between April and June 2013, Aggarwal
sat on the same side of the same floor at JPMS as Analyst Two, and Aggarwal sat
directly adjacent to Analyst Three in the same cubicle cluster, separated by a half-
sized wall divider.  Aggarwal also shared meals and attended social gatherings, such
as movie screenings and cocktail hours, with Analyst Two.
May 3-7, 2013
80.      On May 3, 2013, two days after ExactTarget formally engaged JPMS as
its financial adviser, records show that Aggarwal exchanged numerous text messages
with Bolandian.  On each day from Friday, May 3, 2013, through Monday, May 6,
2013, Bolandian and Sadigh exchanged numerous text messages, and on May 4,
2013, they spoke by telephone.
81. On Tuesday, May 7, 2013, JPMS was informed that ExactTarget’s
Board of Directors had met and discussed the company’s first quarter 2013 results,
and that ExactTarget planned to continue discussions with potential business
partners, including CRM.
82. That same day, on May 7, 2013, at 6:32 p.m., records show that
Bolandian sent two text messages to Aggarwal, who responded by text at 11:29 p.m.

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Records also show that Bolandian and Sadigh exchanged numerous texts during the
day and into the evening on May 7.
83. From May 7, 2013, to June 3, 2013, the last trading day before the
public announcement of the CRM-ExactTarget Transaction, the closing price of
ExactTarget stock ranged from $20.91 to $23.49 per share.
May 8, 2013
84.      On May 8, 2013, Bolandian took steps in anticipation of his first
purchases of ExactTarget securities.  Specifically, records show that Bolandian
increased available cash in his TDA brokerage account by selling another security
held in that account and having additional funds wired into the account.
85. That same day, Wednesday, May 8, 2013, Sadigh made his first
purchases of ExactTarget securities, buying 3,000 shares in his Interactive Brokers
account.  Later that day, Sadigh sold 700 of these shares.
May 9, 2013
86.      On Thursday, May 9, 2013, JPMS met with the Special Committee to
consider a proposal from CRM for the acquisition of ExactTarget.  That same day,
Sadigh and Bolandian purchased or arranged for the purchase of a total of 422 call
options in ExactTarget, in apparent coordination with one another:
a. First, between 6:37 a.m. and 6:42 a.m., Sadigh bought a total of 60 call
options in ExactTarget that had a strike price of $22.50 and were set to
expire in September 2013 (“September $22.50 ExactTarget call
options”).   A few hours later, at 11:12 a.m., Sadigh bought 50
ExactTarget call options that had a strike price of $22.50 and were set to
expire in May 2013 (“May $22.50 ExactTarget call options”).
b. That same morning, Bolandian made his first purchases of ExactTarget
securities.  Between 8:07 a.m. and 11:34 a.m., Bolandian purchased a
total of 77 September $22.50 ExactTarget call options and 130 May
$22.50 ExactTarget call options in his personal brokerage accounts.

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c. At 12:08 p.m., records show that Bolandian and Sadigh spoke for 10
minutes on the telephone.  Shortly thereafter, at 12:43 p.m., Sadigh
bought an additional 21 September $22.50 ExactTarget call options.
87. Bolandian also arranged for additional ExactTarget call options
purchases in his family members’ brokerage accounts.  Account records show that,
during the morning of May 9, 2013, within minutes of the purchases in Bolandian’s
own account, four September $22.50 ExactTarget call options were purchased in the
TDA brokerage account of Bolandian’s sister, Pardis.  Nearly all of the funds then
available in Pardis’s account were used for this purchase.  Later that same morning,
between 10:32 a.m. and 10:54 a.m., 30 September $22.50 ExactTarget call options
and 50 May $22.50 ExactTarget call options were purchased in the TDA brokerage
account of Bolandian’s father, Farhad.  Nearly all of the funds then available in
Farhad’s account were used for this purchase.  Prior to these purchases, neither
Farhad’s nor Pardis’s brokerage accounts had been used to make trades since
February 2013 and December 2012, respectively.
88. The purchases in Farhad’s and Pardis’s brokerage accounts on May 9,
2013, were made through orders placed online from the same Internet Protocol
(“IP”) address that was used to make the purchases in Bolandian’s personal
brokerage accounts that same morning (hereinafter the “Bolandian IP Address”).
Records from the internet service provider show that the Bolandian IP Address was
associated with a residence where Bolandian lived at the time.
89. In total, the brokerage accounts of Sadigh, Bolandian, Farhad, and
Pardis purchased 192 September $22.50 ExactTarget call options on May 9, 2013.
This combined sum represented 100% of the total trading in the September $22.50
series of ExactTarget call options that day, across all exchanges.  Sadigh’s,
Bolandian’s, and Farhad’s accounts also collectively purchased another 230 May
$22.50 ExactTarget call options that same day.

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May 11-16, 2013
90. On May 11, 2013, JPMS learned that ExactTarget’s CEO had suggested
to CRM that the companies continue to discuss CRM’s proposed acquisition price.
Two days later, on May 13, 2013, JPMS met with the Special Committee and had
additional discussions with potential business combination partners.
91. On the afternoon of Monday, May 13, 2013, records show that
Aggarwal called Bolandian, and the two men spoke for at least 24 minutes.
92. On May 15, 2013, between 7:52 a.m. and 1:56 p.m., Bolandian and
Sadigh sold all of their May $22.50 ExactTarget call options, and all of the May
$22.50 ExactTarget call options were sold from Farhad’s account.  These options
had been purchased six days earlier, and they were due to expire two days later.  At
1:12 p.m., less than an hour before completing the sales of his May $22.50
ExactTarget call options, records indicate that Bolandian called Sadigh and the two
spoke for three minutes.
93.     Late in the evening of May 15, 2013, at 9:54 p.m., Analyst Two
exchanged instant messages with Aggarwal on JPMS’s internal instant messaging
platform.  In this exchange, Analyst Two informed Aggarwal that the senior
management of a JPMS investment banking client was working late at the JPMS
office and had a meeting with a potential acquirer the next day:
Aggarwal (9:54 p.m.) – “are you still here?”
Analyst Two – “yea[,] management team is still here[.]  they want to
stay till like 2 am.”
Aggarwal – “WT F”
Analyst Two – “ceo, cfo[,] everyone”
Aggarwal – “NO WAY that is CRAZY ive never heard of that...  i dont
understand the rush.”
Analyst Two – “yea[,] they are hardcore ...  well we have a meeting
tomorrow”

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Aggarwal – “board?”
Analyst Two – “potential buyer”
Aggarwal – “ohh[,] that makes sense”
94.    Around the time of the communications between Analyst Two and
Aggarwal on May 15, 2013, Aggarwal, as a member of the TMT Group and friend
of Analyst Two, was aware that Analyst Two had been assigned to work on the
impending (yet still confidential) ExactTarget acquisition.  The foregoing instant
message exchange thus provided Aggarwal with timely, material nonpublic
information relating to the advanced status of ExactTarget’s discussions with a
potential business partner.  Specifically, the exchange informed Aggarwal that these
or other discussions could lead to a near-term public announcement that ExactTarget
was being acquired.
95. The next day, on May 16, 2013, as indicated in Analyst Two’s message
the day before, ExactTarget’s senior management held a meeting with the senior
management of a potential buyer.  That potential buyer was CRM.
May 17-23, 2013
96. From May 17, 2013 to May 22, 2013, JPMS continued to participate in
meetings about a potential business combination involving ExactTarget.
97.      On Tuesday, May 21, 2013, records show that Bolandian communicated
with both Aggarwal and Sadigh in close succession.  For example, records show that
after exchanging text messages with Aggarwal three times from 9:27 a.m. to 9:28
a.m., Bolandian texted Sadigh two times at 9:30 a.m.  Then, at 10:23 a.m., Bolandian
initiated a nine-minute telephone call with Sadigh, during which time Bolandian
exchanged at least five text messages with Aggarwal.
98.      On Thursday, May 23, 2013, Bolandian opened an account at Swiss
America Securities, Ltd. (“Swiss America”), a broker-dealer located in Nassau,
Bahamas and registered with the Securities Commission of The Bahamas.  That

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same day, records show that Bolandian and Aggarwal exchanged multiple text
messages, as did Bolandian and Sadigh.
May 24-25, 2013
99.    On the morning of Friday, May 24, 2013, Bolandian bought four
ExactTarget call options that had a strike price of $22.50 and were set to expire in
July 2013 (“July $22.50 ExactTarget call options”) in his TDA account, using funds
he received from the sale of two call options of another issuer on May 21, 2013.
Later that same morning, Bolandian bought 35 more July $22.50 ExactTarget call
options in his Interactive Brokers account.
100.  Records show that Bolandian exchanged text messages with Aggarwal
minutes before and minutes after the purchases in his Interactive Brokers account.
101. Bolandian’s total purchases of 39 July $22.50 ExactTarget call options
on May 24, 2013, constituted 100% of the total trading in that call option series that
day, across all exchanges.
102. Also on May 24, 2013, Analyst Three sent Aggarwal an email that
included an update on JPMS’s work on behalf of ExactTarget.  The message stated,
in part, “Excalibur is going to be really busy the next three weeks.  We’ve gotten a
lot of momentum with bids, and we could go to Fairness Committee in two weeks.”
As a member of the TMT group, Aggarwal knew that “Excalibur” was a reference to
JPMS’s confidential engagement with ExactTarget.  Further, Aggarwal understood
“go[ing] to Fairness Committee” to refer to a process, in the final stages before the
announcement of a corporate acquisition, in which JPMS would provide a
designated committee of the target company’s directors with an opinion regarding
whether the proposed transaction price is fair.  Thus, the email from Analyst Three
informed Aggarwal that negotiations concerning the still-confidential transaction
involving ExactTarget were at an advanced stage.
103.  On Saturday, May 25, 2013, CRM delivered a revised indication of
interest that increased its proposed purchase price for ExactTarget.  JPMS attended

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ExactTarget’s Board of Directors’ meeting where the board approved ExactTarget’s
entering into exclusive negotiations with CRM.
May 26, 2013
104.  On Sunday, May 26, 2013, Bolandian authorized Swiss America to
charge his personal credit card in the amount of $15,000, in order to fund
Bolandian’s newly-opened off-shore brokerage account.
May 28, 2013
105.  On Tuesday, May 28, 2013, at 12:16 p.m., records show that Sadigh
called Bolandian and the two men spoke for at least 27 minutes.  During the call, the
Bolandian IP Address was used to log into Sadigh’s Interactive Brokers and
OptionsHouse accounts, indicating that Sadigh’s brokerage accounts were accessed
from a computer in Bolandian’s residence while Bolandian and Sadigh were
speaking with each other on the phone.  Minutes after the call, records show that
Sadigh’s OptionHouse account was accessed from a different IP address – an IP
address that, records show, regularly accessed Sadigh’s OptionsHouse account in
May 2013.
106. Bolandian and Sadigh then purchased the same series of ExactTarget
call options, at the same time, through their online brokerage accounts.  At 12:53
p.m., Bolandian bought 15 July $22.50 ExactTarget call options.  Also at 12:53 p.m.,
using the proceeds from his sale of May $22.50 ExactTarget call options on May 15,
2013, Sadigh bought 10 July $22.50 ExactTarget call options.
107. The purchase of 25 July $22.50 ExactTarget call options collectively by
Bolandian and Sadigh on May 28, 2013, constituted 100% of the total trading in that
call option series that day, across all exchanges.
May 29, 2013
108. On Wednesday, May 29, 2013, both Bolandian and Sadigh further
modified their positions in ExactTarget in a manner consistent with the belief that
ExactTarget’s stock price would experience a near-term surge.  Bolandian sold

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September ExactTarget call options and purchased less expensive ExactTarget call
options that had shorter expiration dates, thereby positioning himself to maximize
his profits in the event ExactTarget’s stock price experienced a near-term increase
that exceeded the options’ strike price.  Similarly, Sadigh sold his remaining
ExactTarget stock, which he could have held indefinitely and profited from if the
stock price later increased, and purchased ExactTarget call options with June and
July expiration dates – a trading strategy that would allow Sadigh to profit only if
ExactTarget’s stock price exceeded the option strike price before the June and/or
July expiration dates.
109. Phone and brokerage records indicate that Bolandian and Sadigh
coordinated these transactions, as follows:
a. Between 10:15 a.m. and 10:22 a.m., Bolandian sold his seven
September $22.50 ExactTarget call options in his TDA account and,
using the proceeds from that sale, bought nine July $22.50 ExactTarget
call options, which had lower premiums than the options he just sold.
b. At 10:36 a.m., Bolandian called Sadigh and the two men spoke for at
least 14 minutes.
c. At 10:55 a.m., Sadigh bought 10 Exact Target call options that had a
strike price of $22.50 and were set to expire in June 2013, only three
weeks later (“June $22.50 ExactTarget call options”).
d. Between 11:41 a.m. and 12:17 p.m., Sadigh sold his remaining 2,300
shares of ExactTarget and, using proceeds from that sale, bought 50
July $22.50 ExactTarget call options.
e. Between 12:45 p.m. and 12:53 p.m., 24 June $22.50 ExactTarget call
options were purchased in Farhad’s TDA account.  These purchases
were funded with the proceeds from the sale of the May $22.50
ExactTarget call options in Farhad’s account on May 15, 2013.

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f. At 12:53 p.m., Sadigh called Bolandian, and the two men spoke for at
least seven minutes.
110. The foregoing purchases of 59 July $22.50 ExactTarget call options and
34 June $22.50 ExactTarget call options constituted 100% of the total trading in
those call option series that day, across all exchanges.
May 30, 2013
111. On Thursday, May 30, 2013, at 10:34 a.m., Bolandian bought one June
$22.50 ExactTarget call option in his TDA account, using the remaining proceeds
from the sale of the September $22.50 ExactTarget call options on the previous day.
Less than half an hour later, at 10:59 a.m., records show that Bolandian called and
spoke to Aggarwal for over 20 minutes.
112. At 12:01 p.m. on May 30, 2013, Sadigh bought 20 July $22.50
ExactTarget call options.  Sadigh’s purchase constituted 100% of the total trading in
that call option series that day, across all exchanges.
113. Also on May 30, 2013, Analyst Two forwarded Aggarwal an internal
JPMS email that concerned “fairness discussion materials” for the “Excalibur”
matter.  The email also included a page from the fairness materials addressing how
the purchaser would finance the transaction.  This email informed and reinforced for
Aggarwal that a public announcement of ExactTarget’s acquisition could be
imminent.
May 31, 2013
114. On Friday, May 31, 2013, Bolandian bought 100 additional June $22.50
ExactTarget call options in his newly-opened, off-shore Swiss America account.
Bolandian made this purchase using the entire $15,000 that had been charged to his
credit card to fund this account.  The purchase represented 100% of the total trading
in that call option series that day, across all exchanges.

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June 1-3, 2013
115. On Saturday, June 1, 2013, at 3:00 p.m., records show that Aggarwal
called Bolandian, and the two spoke for over 23 minutes.  Minutes later, at 3:31
p.m., Bolandian called and spoke to Sadigh for over 15 minutes.
116. On Sunday afternoon, June 2, 2013, records show that Bolandian
telephoned and spoke to Aggarwal for over 14 minutes.
117. On the morning of Monday, June 3, 2013, between 11:27 a.m. and
11:56 a.m., Bolandian’s Interactive Brokers account, Paris’s TDA account, and
Farhad’s TDA account all were accessed from the Bolandian IP Address.  During
this time, Bolandian sold all the September $22.50 ExactTarget call options held in
his Interactive Brokers account.  In addition, sale orders were entered for all of the
September $22.50 ExactTarget call options held in Pardis’s and Farhad’s TDA
accounts.
118. The proceeds from the foregoing sales were then used to purchase
greater quantities of ExactTarget call options with shorter expiration dates and lower
premiums, in the following amounts and in the following manner:
a. 155 June $22.50 ExactTarget call options, in Bolandian’s Interactive
Brokers account;
b. 65 June $22.50 ExactTarget call options, in Farhad’s TDA account; and
c. Nine June $22.50 ExactTarget call options, in Pardis’s TDA account.
119. By exchanging his September call options for a greater number of less
expensive June call options, Bolandian once again positioned himself to maximize
his profits in the event ExactTarget’s stock price experienced a near-term increase  –
specifically, in the event the stock price exceeded the options’ strike price before the
third Friday in June.
120. Also on June 3, 2013 – approximately 15 minutes after the last of the
ExactTarget call option trades that day in the accounts of Bolandian, Farhad, and

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Pardis – records show that Bolandian called Sadigh.  The two spoke for over two
minutes.
121. Minutes later, on June 3, 2013, at 12:20 p.m., Sadigh purchased 20 July
$22.50 ExactTarget call options.
122. Collectively, the foregoing purchases on June 3, 2013, constituted 100%
of the total trading in the June $22.50 ExactTarget and July $22.50 ExactTarget call
option series that day, across all exchanges.
123. When U.S. markets closed on June 3, 2013, ExactTarget’s share price
was $22.10.
June 4, 2013
124. Before U.S. markets opened on June 4, 2013, CRM and ExactTarget
announced to the public that they had signed a definitive agreement under which
CRM would acquire ExactTarget.  The agreement provided that CRM would
commence a tender offer for all outstanding shares of ExactTarget for $33.75 per
share.  Before June 4, 2013, the proposed merger between CRM and ExactTarget
was material, nonpublic information.
125. Immediately after the public announcement, ExactTarget’s stock price
and trading volume increased substantially.  The price of ExactTarget’s stock closed
at $33.69 per share on June 4, 2012, an increase of 50% from the June 3, 2013
closing price.  The trading volume increased 7,521%, from 447,432 shares on June
3, 2013, to 34,099,951 shares on June 4, 2013.
126. That same morning, after the announcement of the merger, Bolandian
sold all of the ExactTarget call options held in his TDA, Interactive Brokers, and
Swiss America accounts.  Within the same thirty-minute period, all of the
ExactTarget call options in Farhad and Pardis’s TDA accounts were sold; and
Sadigh sold all of his ExactTarget options in his Interactive Brokers and
OptionsHouse accounts.

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127. Records show that Bolandian and Sadigh spoke on the phone for over
17 minutes as they sold their ExactTarget call options, as described.  Later in the
morning on June 4, 2013, records show that Bolandian and Aggarwal exchanged
numerous text messages, as did Bolandian and Sadigh.  Bolandian and Sadigh also
had two more telephone calls that day.
128. The foregoing trading in ExactTarget securities resulted in profits of
over $317,000 in Bolandian’s accounts, approximately $91,000 in Farhad’s account,
approximately $9,300 in Pardis’s account, and approximately $178,000 in Sadigh’s
accounts.  Combined, Sadigh and Bolandian (through his accounts and the accounts
of Farhad and Pardis) made approximately $595,000 in illicit profits by trading in
ExactTarget securities on the basis of material, nonpublic information.
129. In the afternoon of June 4, 2013, Aggarwal forwarded to Analyst Two
an internal JPMS email highlighting JPMS’s role in the CRM-ExactTarget
Transaction.  Although the internal JPMS email did not mention that Analyst Two
was involved in the transaction, Aggarwal’s forwarding message reflects his
personal awareness of Analyst Two’s involvement.  Referring to their upcoming
departures from JPMS, Aggarwal congratulated Analyst Two for his work on the
transaction:  “Congrats [Analyst Two]!  Killing it before we bounce.”
G. Aggarwal, Bolandian, and Sadigh Breached Their Duties To
Maintain Material, Nonpublic Information In Confidence
130. The information regarding the impending IDTI-PLXT Transaction in
2012 and the impending CRM-ExactTarget Transaction in 2013 that Aggarwal
tipped Bolandian, and that Bolandian in turn tipped Sadigh, was material and
nonpublic.  Aggarwal learned the information regarding the two impending
Transactions in his capacity as a JPMS analyst, before the public announcements of
those Transactions.  As a JPMS employee, Aggarwal assumed and owed a duty to
JPMS to maintain the confidentiality of information related to the two impending
Transactions.  Aggarwal knew, or was reckless in not knowing, that information he

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learned about the two impending Transactions before their public announcements
was material and nonpublic.  Aggarwal knew, or was reckless in not knowing, that
he owed a duty, arising from a relationship of trust and confidence, to keep the
information about the two impending Transactions confidential.  Aggarwal also
knew, or was reckless in not knowing, that he was subject to JPMS’s written policies
and procedures regarding confidentiality and insider trading.
131. Aggarwal breached his duty of trust and confidence owed to JPMS by
divulging material, nonpublic information about the two impending Transactions to
Bolandian.  Aggarwal knew, or was reckless in not knowing, that Bolandian would
either trade on the material, nonpublic information that Aggarwal divulged, and/or
that Bolandian would provide the information to others who would trade based on
the information.
132. Bolandian knew, or was reckless in not knowing, that the information
he received about the two impending Transactions and before their respective public
announcements was material and nonpublic.  Bolandian traded on this information
even though he knew, consciously avoided knowing, was reckless in not knowing, or
should have known that Aggarwal breached his duty of trust and confidence for a
personal benefit by providing information about the impending Transactions.
Additionally, Bolandian knew, or was reckless in not knowing, that Sadigh would
trade on the material, nonpublic information that Bolandian divulged to Sadigh.
133. Sadigh knew, or was reckless in not knowing, that the information he
received about the two impending Transactions and before their respective public
announcements was material and nonpublic.  Sadigh traded on this information even
though he knew, consciously avoided knowing, was reckless in not knowing, or
should have known that the information given to him had been improperly obtained
in breach of a duty of trust and confidence.
134.  Aggarwal tipped the material, nonpublic information regarding the two
impending Transactions to Bolandian with the intent to benefit Bolandian in

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exchange for personal benefits, direct or indirect, that were previously provided,
were provided on an ongoing basis, or were to be provided in the future to Aggarwal.
These personal benefits included, but were not limited to (a) the satisfaction of
making gifts of confidential information to his close friend, Bolandian; (b)
Bolandian’s agreement to hold and to trade securities in Bolandian’s own account
for the joint benefit of Bolandian and Aggarwal, an arrangement that enabled
Aggarwal to circumvent JMPS’s personal trading pre-clearance and reporting rules;
and (c) on information and belief, Aggarwal’s ability to share in the profits and
recoup losses from securities trades in Bolandian’s account(s).
135. In addition, on information and belief, Aggarwal received other
personal benefits from Bolandian that included certain paid hotel and dining
expenses as follows:
 Records show that on June 5, 2013, the day after the public
announcement of the CRM-ExactTarget Transaction and Bolandian’s
sale of his ExactTarget securities, Bolandian made telephone calls to
two Las Vegas, Nevada hotels and then exchanged text messages with
Aggarwal.  A little over two weeks later, between June 21 and June 24,
2013, Aggarwal and Bolandian took a recreational trip to Las Vegas.
Casino hotel records show that Bolandian paid for two or more hotel
rooms for multiple guests with his credit card during that trip, but do
not indicate that Aggarwal paid for any rooms; and
 Records show that on June 12, 2013, Bolandian withdrew $26,000 in
cash from his bank account.  Two days later, on or about June 14,
2013, Bolandian traveled from Los Angeles to San Francisco,
California, where he and Aggarwal dined together at an upscale
restaurant, spending over $640 on dinner and wine for two.  The bill
was paid for in cash.

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136. Bolandian knew, consciously avoided knowing, was reckless in not
knowing, or should have known that, by providing material, nonpublic information
about the two Transactions, Aggarwal breached his duty of trust and confidence, and
received personal benefits.
137. Sadigh knew, consciously avoided knowing, was reckless in not
knowing, or should have known that he received material, nonpublic information
about the two Transactions in breach of a duty of trust and confidence by, and in
exchange for a personal benefit to, one or more persons with knowledge of the two
Transactions.  Sadigh was aware of Bolandian’s close personal friendship with
Aggarwal, whom Sadigh knew to work at JP Morgan Chase.  Sadigh also joined
Aggarwal and Bolandian during their June 21-24 trip to Las Vegas where, on
information and belief, both Sadigh and Aggarwal stayed in lodging paid by
Bolandian.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Against Defendants Aggarwal, Bolandian, and Sadigh)
Insider Trading in PLXT
138. The Commission re-alleges and incorporates by reference each and
every allegation in paragraphs 1 through 137, inclusive, as if they were fully set forth
herein.
139. By engaging in the conduct described above, Aggarwal, Bolandian, and
Sadigh, directly or indirectly, in connection with the purchase or sale of PLXT
securities, by use of the means or instrumentalities of interstate commerce, or the
mails, or the facilities of a national securities exchange:
a. employed devices, schemes or artifices to defraud;
b. made untrue statements of material facts or omitted to state
material facts necessary in order to make the statements made, in

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light of the circumstances under which they were made, not
misleading; and/or
c. engaged in acts, practices, or courses of business which operated
or would operate as a fraud or deceit upon any person in
connection with the purchase or sale of any security.
140. By engaging in the foregoing conduct, Aggarwal, Bolandian, and
Sadigh violated and, unless enjoined, will continue to violate Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-
5].
SECOND CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Against Defendants Aggarwal, Bolandian, and Sadigh)
Insider Trading in ExactTarget
141. The Commission re-alleges and incorporates by reference each and
every allegation in paragraphs 1 through 140, inclusive, as if they were fully set forth
herein.
142. By engaging in the conduct described above, Aggarwal, Bolandian, and
Sadigh, directly or indirectly, in connection with the purchase or sale of ExactTarget
securities, by use of the means or instrumentalities of interstate commerce, or the
mails, or the facilities of a national securities exchange:
a. employed devices, schemes or artifices to defraud;
b. made untrue statements of material facts or omitted to state
material facts necessary in order to make the statements made, in
light of the circumstances under which they were made, not
misleading; and/or
c. engaged in acts, practices, or courses of business which operated
or would operate as a fraud or deceit upon any person in
connection with the purchase or sale of any security.

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143. By engaging in the foregoing conduct, Aggarwal, Bolandian, and
Sadigh violated and, unless enjoined, will continue to violate Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-
5].
THIRD CLAIM FOR RELIEF
Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder
(Against Defendants Aggarwal, Bolandian, and Sadigh)
Insider Trading in Connection with Tender Offer (PLXT)
144. The Commission re-alleges and incorporates by reference each and
every allegation in paragraphs 1 through 143, inclusive, as if they were fully set forth
herein.
145. By April 2012, the time period during which the first trades in PLXT
securities alleged herein occurred, or by such other times when trades in PLXT
securities alleged herein occurred, substantial steps had been taken to commence a
tender offer for the securities of PLXT by IDTI, including, among other things:
(a) JPMS was formally engaged as a financial adviser to the offeror, IDTI; (b) the
offeror’s board had authorized an expression of interest to acquire the issuer, PLXT,
at a price that was substantially higher than PLXT’s then-recent market price; (c) the
offeror and its advisers, including JPMS, engaged in substantive negotiations with
the issuer and its advisers concerning the structure and timeline of the acquisition;
and (d) JPMS had attended due diligence meetings with PLXT and IDTI and was
provided access to due diligence information from PLXT.
146. Aggarwal knew or had reason to know that information about IDTI’s
anticipated tender offer for the securities of PLXT was nonpublic information that
had been acquired, directly or indirectly, from either IDTI, the offeror, PLXT, the
issuer that was the target of the tender offer, or from any person acting on behalf of
the offeror or the issuer-target.  Aggarwal communicated material, nonpublic
information regarding IDTI’s tender offer for the securities of PLXT to Bolandian,

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and Bolandian communicated material, nonpublic information regarding IDTI’s
tender offer for the securities of PLXT to Sadigh.  These communications occurred
under circumstances in which it was reasonably foreseeable that unlawful trading
would result.
147. Bolandian and Sadigh knew or had reason to know that the confidential
information that each of them received about the impending IDTI-PLXT Transaction
was nonpublic and had been acquired, directly or indirectly, from either IDTI, the
offeror, or PLXT, the issuer that was the target of the tender offer, or from any
person acting on behalf of the offeror or the issuer-target, and therefore they were
prohibited from trading in the securities of PLXT.
148. By reason of the foregoing, Aggarwal, Bolandian, and Sadigh
 violated
and, unless enjoined, will continue to violate Section 14(e) of the Exchange Act [15
U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].
FOURTH CLAIM FOR RELIEF
Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder
(Against Defendants Aggarwal, Bolandian, and Sadigh)
Insider Trading in Connection with Tender Offer (ExactTarget)
149. The Commission re-alleges and incorporates by reference each and
every allegation in paragraphs 1 through 148, inclusive, as if they were fully set forth
herein.
150. By May 8, 2013, the time period during which the first trades in
ExactTarget securities alleged herein occurred, or by such other times when trades in
ExactTarget securities alleged herein occurred, substantial steps had been taken to
commence a tender offer for the securities of ExactTarget by CRM, including,
among other things:  (a) JPMS was formally engaged as a financial adviser to the
issuer, ExactTarget; (b) the issuer had already received an indication of interest from
the offeror, CRM, of which JPMS was aware; and (c) JPMS engaged in substantive

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discussions with other potential business partners regarding a potential acquisition of
the issuer.
151. Aggarwal knew or had reason to know that information about CRM’s
anticipated tender offer for the securities of ExactTarget was nonpublic information
that had been acquired, directly or indirectly, from either CRM, the offeror,
ExactTarget, the issuer that was the target of the tender offer, or from any person
acting on behalf of the offeror or the issuer-target.  Aggarwal communicated
material, nonpublic information regarding CRM’s tender offer for the securities of
ExactTarget to Bolandian, and Bolandian communicated material, nonpublic
information regarding CRM’s tender offer for the securities of ExactTarget to
Sadigh.  These communications occurred under circumstances in which it was
reasonably foreseeable that unlawful trading would result.
152. Bolandian and Sadigh knew or had reason to know that the confidential
information that each of them received about the impending CRM-ExactTarget
Transaction was nonpublic and had been acquired, directly or indirectly, from either
CRM, the offeror, or ExactTarget, the issuer that was the target of the tender offer, or
from any person acting on behalf of the offeror or the issuer-target, and therefore
they were prohibited from trading in the securities of ExactTarget.
153. By reason of the foregoing, Aggarwal, Bolandian, and Sadigh
 violated
and, unless enjoined, will continue to violate Section 14(e) of the Exchange Act [15
U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].
FIFTH CLAIM FOR RELIEF
Unjust Enrichment
(Against Relief Defendants Farhad Bolandian and Pardis Bolandian)
154. The Commission re-alleges and incorporates by reference the
allegations in paragraphs 1 through 153 inclusive, as if they were fully set forth
herein.

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155. Based on material, nonpublic information provided by Aggarwal,
Bolandian engaged in insider trading in the securities of PLXT and ExactTarget in
the accounts of Relief Defendants Farhad Bolandian and Pardis Bolandian.  Relief
Defendants Farhad Bolandian and Pardis Bolandian have no legitimate claim to the
proceeds of the transactions in PLXT and ExactTarget securities described in this
Complaint, and have been unjustly enriched.  It is not just, equitable, or conscionable
for Farhad Bolandian or Pardis Bolandian to retain profits from insider trading.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court enter
Final Judgments:
I.
 Permanently restraining and enjoining Defendants Aggarwal, Bolandian, and
Sadigh from, directly or indirectly, engaging in conduct in violation of Section 10(b)
of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §
240.10b-5] and from engaging in conduct in violation of Section 14(e) of the
Exchange Act [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-
3];
II.
 Ordering Defendants Aggarwal and Bolandian to jointly and severally
disgorge, with prejudgment interest, all illicit trading profits or other ill-gotten gains
received by any person or entity, including but not limited to all direct and indirect
tippees, as a result of the actions alleged herein;
III.
 Ordering Defendants Aggarwal, Bolandian, and Sadigh to jointly and
severally disgorge, with prejudgment interest, all illicit trading profits or other ill-
gotten gains received by Sadigh and any person tipped by Sadigh directly or
indirectly;

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IV.
OrderingReliefDefendantsFarhadBolandianandPardisBolandianeach,
jointlyandseverallywithDefendants,todisgorgeamountsequaltothefundsthey
obtained,directlyorindirectly,from  theinsidertradingbyDefendants,including
prejudgmentinterestthereon;
V.
Ordering DefendantsAggarwal,Bolandian,andSadighto pay civilpenalties
pursuant toSection21A
oftheExchangeAct [15 U.S.C.  §78u-l];and
VI.
Granting such other and furtherreliefas this Court may deem just, equitable,
ornecessary.
Dated:August25,2015
Respectfullysubmitted,
•-&.
JorniB.Bulgozdy,Lo^al^CoJ/nsel
SECURITIESANDEXCHANGE
COMMISSION
DavidS.Mendel
(pro  hac viceapplicationto be filed)
MatthewP.Cohen
(pro  hac viceapplicationto be  filed)
PaulE.Kim
(pro  hac viceapplicationto be filed)
AttorneysforPlaintiff
SECURITIESANDEXCHANGE
COMMISSION
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DAVID S. MENDEL 
Email:  [email protected] 
MATTHEW P. COHEN 
Email:  [email protected]  
PAUL E. KIM 
Email:  [email protected]  
 
SECURITIES AND EXCHANGE 
COMMISSION 
100 F Street, N.E. 
Washington, D.C.  20549-5971 
Telephone:  (202) 551-4418 
Facsimile:  (202) 551-9282 
 
LOCAL COUNSEL: 
John B. Bulgozdy, Cal. Bar No. 219897 
Email:  [email protected] 
 
SECURITIES AND EXCHANGE 
COMMISSION  
444 South Flower Street, Suite 900 
Los Angeles, CA 90071 
Telephone:  (323) 965-3998 
Facsimile:  (213) 443-1904 
 
Attorneys for Plaintiff   
Securities and Exchange Commission 
 
 

UNITED STATES DISTRICT COURT 
CENTRAL DISTRICT OF CALIFORNIA 

WESTERN DIVISION 
 

SECURITIES AND EXCHANGE 
COMMISSION, 
 
  Plaintiff, 
 
 v. 
 
ASHISH AGGARWAL, 
SHAHRIYAR BOLANDIAN, and 
KEVAN SADIGH,  
 
  Defendants, 
 
          and 
 
FARHAD BOLANDIAN and PARDIS 
BOLANDIAN, 
 
                     Relief Defendants.    
 

Case No.
 

COMPLAINT FOR VIOLATIONS 
OF THE FEDERAL SECURITIES 
LAWS 

 

 

 

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Plaintiff Securities and Exchange Commission (the “Commission”) alleges as 

follows: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 21A and 

27 of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u-1 

and 78aa].   

2. Venue in this district is proper pursuant to Section 27 of the Exchange 

Act [15 U.S.C. § 78aa].  Among other things, certain of the acts, practices, and 

courses of business constituting the violations of the federal securities laws alleged 

herein occurred within the Central District of California.   

SUMMARY OF THE ACTION 

3. This insider trading case involves coordinated, illegal trading in stock 

and stock options of two separate companies that participated in merger activity in 

which the same investment bank, J.P. Morgan Securities LLC (“JPMS”), played an 

advisory role.  As alleged below, Ashish Aggarwal (“Aggarwal”), a former JPMS 

analyst, learned and misappropriated material, nonpublic information about the 

impending transactions from his employer, JPMS.  Aggarwal tipped his close friend 

Shahriyar Bolandian (“Bolandian”) about the impending transactions in breach of a 

duty to keep the information confidential.  Bolandian, in turn, tipped his work 

colleague and friend, Kevan Sadigh (“Sadigh”).  Bolandian and Sadigh, acting 

largely in parallel, reaped large profits by using the misappropriated information to 

make unlawful securities trades.   

4. As an investment banking analyst in JPMS’s San Francisco office, 

Aggarwal was privy to confidential information about two separate corporate 

acquisitions involving JPMS clients.  In 2012, Aggarwal learned of an impending 

acquisition of PLX Technology, Inc. (“PLXT”) by a JPMS client.  In 2013, 

Aggarwal learned of an impending acquisition of JPMS client ExactTarget, Inc. 

(“ExactTarget”) by another company.  In both instances, Aggarwal learned material, 

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nonpublic information that he knew or was reckless in not knowing likely would 

cause the stock prices of both PLXT and ExactTarget to quickly and significantly 

increase upon near-term public announcements.   

5. During the weeks before the public announcements of the transactions, 

and while in possession of the material, nonpublic information about them, 

Aggarwal repeatedly exchanged telephone calls and text messages with Bolandian, 

and Bolandian and Sadigh repeatedly texted each other or called each other’s cell 

phones.  In several instances, the communications between Bolandian and Sadigh 

took place within minutes of Aggarwal’s communications with Bolandian. 

6.  During these same time periods, before the public announcements of 

the transactions, Bolandian and Sadigh made a series of trades in PLXT and 

ExactTarget securities.  These trades included:  (a) trades by Bolandian in PLXT and 

ExactTarget securities within an hour of his phone calls or text messages with 

Aggarwal; (b) trades by Bolandian in ExactTarget securities through an off-shore 

brokerage account that Bolandian opened and funded just one week before the public 

announcement of the ExactTarget acquisition; (c) trades by Bolandian and Sadigh in 

the same series of call options of PLXT and ExactTarget – trades that frequently 

constituted all of the day’s trading volume in those series – often within minutes or 

hours of each other; and (d) trades by Bolandian in the brokerage accounts of family 

members.   

7. After the public announcement of the PLXT acquisition on April 30, 

2012, and the public announcement of the ExactTarget acquisition on June 4, 2013, 

respectively, the prices of PLXT and ExactTarget substantially increased, leading to 

total illicit profits of approximately $453,000 for Bolandian and his family members, 

and approximately $219,000 for Sadigh. 

8. By knowingly or recklessly engaging in the conduct described in this 

complaint, Aggarwal, Bolandian, and Sadigh (collectively, “Defendants”) violated 

and, unless enjoined, will continue to violate Section 10(b) and 14(e) of the 

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Exchange Act [15 U.S.C. §§ 78j(b), 78n(e)] and Rules 10b-5 and 14e-3 thereunder 

[17 C.F.R. §§ 240.10b-5, 240.14e-3]. 

DEFENDANTS AND RELIEF DEFENDANTS 

9. Ashish Aggarwal, age 27, currently resides in or around San Francisco, 

California.  Aggarwal graduated from the University of California-Berkeley 

(“Berkeley”) in 2010 with a bachelor’s degree, and, from June 2011 to June 2013, 

was an investment banking analyst in the San Francisco office of JPMS.  Aggarwal 

invoked his Fifth Amendment privilege against self-incrimination and refused to 

provide documents in response to a Commission investigative subpoena. 

10. Shahriyar Bolandian, age 26, currently resides in or around Los 

Angeles, California.  Bolandian graduated from Berkeley in 2010 with a bachelor’s 

degree.  During the time periods in 2012 and 2013 relevant to this Complaint’s 

allegations, Bolandian was employed by Greek Life Threads, an e-commerce 

company specializing in college fraternity and sorority clothing that was founded by 

Sadigh.  Bolandian invoked his Fifth Amendment privilege against self-

incrimination and refused to provide documents in response to a Commission 

investigative subpoena. 

11. Kevan Sadigh, age 28, currently resides in or around Los Angeles, 

California.  In 2009, Sadigh graduated from the University of California-Irvine and 

founded Greek Life Threads.  Sadigh invoked his Fifth Amendment privilege against 

self-incrimination and refused to provide documents in response to a Commission 

investigative subpoena. 

12. Farhad Bolandian (“Farhad”), age 64, currently resides in or around 

Los Angeles, California and is the father of Shahriyar Bolandian and Pardis 

Bolandian.   

13. Pardis Bolandian (“Pardis”), age 36, currently resides in or around Los 

Angeles, California and is the older sister of Bolandian. 

 

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RELEVANT PERSONS AND ENTITIES 

14. J.P. Morgan Securities LLC is a Delaware limited liability 

corporation with its principal place of business in New York, New York.  JPMS is 

registered with the Commission as a broker-dealer and as an investment adviser.  

JPMS is a wholly-owned subsidiary of JPMorgan Chase & Co. (“JPMorgan Chase”), 

a publicly-traded financial holding company, incorporated in Delaware, with its 

principal place of business in New York, New York.  JPMS was the financial adviser 

to Integrated Device Technology, Inc. (“IDTI”) in its planned acquisition of PLXT 

(the “IDTI-PLXT Transaction”), and to ExactTarget in its acquisition by 

salesforce.com, inc. (“CRM”) (the “CRM-ExactTarget Transaction”). 

15. ExactTarget, Inc. was a Delaware corporation headquartered in 

Indianapolis, Indiana, and a provider of email and cloud marketing services.  

ExactTarget’s common stock was registered with the Commission pursuant to 

Section 12(b) of the Exchange Act and traded on the New York Stock Exchange (the 

“NYSE”) using the ticker symbol ET.  After ExactTarget announced on June 4, 

2013, that it would be acquired by CRM for $2.5 billion, ExactTarget’s stock price 

increased by 52.4%.  On July 12, 2013, ExactTarget formally merged into and 

became a wholly-owned subsidiary of CRM, at which time ExactTarget’s shares 

were withdrawn from listing on the NYSE. 

16. salesforce.com, inc. (“CRM”) is a Delaware corporation headquartered 

in San Francisco, California, and a provider of enterprise cloud computing services.  

CRM’s common stock is registered with the Commission pursuant to Section 12(b) 

of the Exchange Act and trades on the NYSE using the ticker symbol CRM. 

17. PLX Technology, Inc. was a Delaware corporation headquartered in 

Sunnyvale, California, and a provider of integrated circuits that perform system 

connectivity functions.  PLXT’s common stock was registered with the Commission 

pursuant to Section 12(b) of the Exchange Act and traded on the NASDAQ using the 

ticker symbol PLXT.  On April 30, 2012, PLXT announced that it would be acquired 

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by IDTI for $330 million.  After the announcement, PLXT’s stock increased by 

97%.  PLXT did not complete its merger with IDTI and merged with a different 

company in 2014. 

18. Integrated Device Technology, Inc. is a Delaware corporation 

headquartered in San Jose, California, and a provider of integrated circuits.  IDTI’s 

common stock is registered with the Commission pursuant to Section 12(b) of the 

Exchange Act and trades on the NASDAQ using the ticker symbol IDTI. 

19. Analyst One, age 27, was an investment banking analyst at JPMS’s San 

Francisco office from June 2010 to June 2012.  Analyst One was a member of the 

IDTI deal team and one of the first individuals at JPMS to become aware of the 

possible acquisition of PLXT by IDTI.  Analyst One was friends with Aggarwal. 

20. Analyst Two, age 26, was an investment banking analyst at JPMS’s 

San Francisco office from June 2011 to June 2013.  Analyst Two was a member of 

the ExactTarget deal team and one of the first individuals at JPMS to become aware 

of ExactTarget’s acquisition.  Analyst Two was friends with Aggarwal. 

21. Analyst Three, age 25, was an investment banking analyst at JPMS’s 

San Francisco office from June 2012 to July 2014.  Analyst Three was a member of 

the ExactTarget deal team and one of the first individuals at JPMS to become aware 

of ExactTarget’s acquisition.  Analyst Three was friends with Aggarwal. 

COMMONLY-USED TRADING TERMS 

22.  A “call option” is a type of security.  A standardized equity call option 

gives its purchaser-holder the option to buy 100 shares of an underlying stock at a 

specified price (the “strike” price) by an expiration date.  As a practical matter, at all 

times relevant to this Complaint, the expiration date of such an option was the third 

Friday of the month in which the option was scheduled to expire.  For example, a 

purchaser of 400 September 2012 call options in ABC stock, with a “strike price” of 

$5.00, had the right to buy 40,000 shares of ABC stock at $5.00 per share from the 

purchase date of the options until the third Friday in September 2012.  Generally, a 

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purchaser of an equity call option hopes the underlying stock will increase in price, 

so that the purchaser can sell the option in the open market for a profit or have the 

right to buy the stock at a “strike price” that is lower than the market price.  

23. An “option premium” is the price that a purchaser pays for a call option.  

All other things being equal, option premiums generally are higher for call options 

with longer expiration periods and lower for call options with shorter expiration 

periods.  Thus, by purchasing a call option with a shorter expiration period instead of 

an option with a longer expiration period, a purchaser can potentially achieve greater 

trading profits in the event the underlying stock price surges before the shorter 

expiration date.  

24. A call option is “out of the money” when the option’s strike price is 

above the current market price for the underlying stock.  An “out of the money” call 

option is unprofitable to exercise unless the market price of the underlying stock 

increases above the call option’s “strike price” before the call option’s expiration 

date.   

25. A call option “series” is a group of options on the same underlying 

stock that have the same strike price and expire in the same month. 

FACTS 

A. Aggarwal’s Employment at JPMS and Duty to Maintain 

Confidentiality of JPMS Information  

26.   At all times relevant to this Complaint, analysts in the investment 

banking department of JPMS in San Francisco, including Aggarwal, regularly were 

exposed to material, nonpublic information by virtue of their work, which often 

involved financial and market analysis on behalf of JPMS clients in connection with 

confidential merger discussions.   

27. Within the investment banking department of JPMS, Aggarwal was a 

member of the Technology, Media & Telecommunications (“TMT”) Group.  As 

reflected in electronic communications between Aggarwal and his fellow analysts, 

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described below in this Complaint, analysts within the TMT Group, including 

Aggarwal, generally were familiar with the status of – and had access to material, 

nonpublic information concerning – not only matters to which they were personally 

assigned, but also deals that other TMT group analysts were handling on behalf of 

JPMS clients.  In addition, the physical layout of the investment banking department 

in JPMS’s San Francisco office and Aggarwal’s close proximity to other analysts in 

the department provided Aggarwal opportunities to obtain material, nonpublic 

information about various deals and transactions, even when Aggarwal was not 

assigned to work on them. 

28. Aggarwal had a duty to preserve the confidentiality of the information 

that he learned or received from JPMS in the course of his employment, including 

information obtained from his fellow analysts, and to avoid divulging material, 

nonpublic information to outsiders.  For example, during his employment at JPMS, 

Aggarwal was subject to JPMS’s “Code of Conduct.”  The Code of Conduct directed 

Aggarwal to assume that information about JPMS clients was confidential “unless 

the contrary is clear,” and prohibited Aggarwal from disclosing “confidential 

information to anyone outside the firm” unless he was “authorized to do so.” 

29. JPMS’s Code of Conduct also expressly prohibited insider trading.  The 

Code of Conduct provided:  “If you are aware of inside information … you may not 

pass along any inside information expressly or by way of making a recommendation 

for the purchase or sale of such securities based upon inside information”; that 

“inside information” was “material, nonpublic information about the securities, 

activities, or financial condition of a corporation, public entity, or other issuer of 

securities or financial instruments”; and that the JPMS prohibitions on passing along 

inside information “are applicable no matter how you acquired the inside 

information.” 

30. The Code of Conduct also subjected Aggarwal to personal trading 

restrictions.  Under these rules, Aggarwal was required to pre-clear all personal 

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securities trades that he made while employed as a JPMS analyst, with limited 

exceptions, and to report all such trades to his employer.   

31. On August 25, 2010 and again on July 4, 2012, Aggarwal affirmed that 

he “read, understood, and [was] in compliance with the ... Code of Conduct.”  

Aggarwal also agreed, “as a condition of [his] employment, to remain in compliance 

with the Code.”  Aggarwal thus knew that he had a duty to preserve the 

confidentiality of information that he learned or received from his employer, and that 

he was prohibited from disclosing material, nonpublic information to outsiders 

except as authorized by JPMS. 

B. Defendants’ Relationships With One Another 

32. Aggarwal and Bolandian became close friends after meeting as 

Berkeley students.  In 2012 and 2013, Aggarwal and Bolandian frequently 

communicated with each other by telephone and text message.  Although they lived 

and worked in different parts of California, they regularly visited each other on 

weekends and took vacations together. 

33. Bolandian knew that Aggarwal worked in the investment banking 

department of JPMS.  Among other things, Aggarwal sent emails to Bolandian from 

his corporate email account at JPMS.  The emails reflected the fact that Aggarwal 

worked at JPMS in “Technology, Media & Telecom/Investment Banking.” 

34. Bolandian also was close friends with Sadigh, whom Bolandian has 

known since childhood.  In 2012 and 2013, Bolandian worked for Sadigh’s 

company, Greek Life Threads, in the greater Los Angeles area.  As both co-workers 

and friends, Bolandian and Sadigh regularly communicated with each other in 2012 

and 2013 through a variety of means. 

35. As mutual friends of Bolandian, Sadigh and Aggarwal knew and were 

friendly with one another.  Sadigh understood that Bolandian and Aggarwal were 

friends from college, that Aggarwal worked in investment banking in San Francisco, 

California, and that Aggarwal was affiliated with JPMorgan Chase. 

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C. Bolandian and Sadigh’s Securities Trading Experience 

36. Bolandian and Sadigh were experienced traders who traded securities 

on a regular basis.  In a 2012 brokerage account application, Bolandian indicated that 

he had seven years of options trading experience and 13 years of experience trading 

stocks.  In a 2013 brokerage account application, Sadigh indicated that he had “6-10” 

years of options and stock trading experience and that his investment knowledge was 

“extensive.”   

37. During times relevant to this Complaint, Bolandian actively traded 

various securities through brokerage accounts that he maintained at TD Ameritrade, 

Inc. (“TDA”) and Interactive Brokers LLC (“Interactive Brokers”), and Sadigh 

actively traded various securities through brokerage accounts that he maintained at 

OptionsHouse, LLC (“OptionsHouse”) and Interactive Brokers.  From February 

2012 to June 2013, Bolandian and Sadigh each made hundreds of securities-related 

orders through their respective accounts.  

38.   Records from the above-mentioned brokerage accounts show that in 

2012, Bolandian and Sadigh did not trade in PLXT until they both did so in April of 

that year, two weeks before the public announcement that PLXT was being acquired 

by IDTI.  These records also show that, in 2012 and 2013, Bolandian and Sadigh did 

not trade in ExactTarget until they both did so in May 2013, less than a month before 

the public announcement that ExactTarget was being acquired by CRM.  

D.   Aggarwal and Bolandian’s Joint Securities Trading 

39.  From at least 2012 and continuing into 2013, Bolandian, in 

consultation with Aggarwal, conducted securities trades through one or more of his 

brokerage accounts on behalf of himself and Aggarwal.  This arrangement enabled 

Aggarwal to circumvent JPMS’s pre-clearance rules and potentially to share in any 

profits from Bolandian’s securities trades that Aggarwal otherwise may not have 

been able to conduct on his own behalf.   

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40. For example, in August 2012, Aggarwal and Bolandian exchanged 

emails in which they discussed their jointly-held positions in several different 

issuers, and Bolandian executed trades in the securities of these issuers in his TDA 

account.  JPMS records show that Aggarwal did not seek pre-clearance for or report 

trades in any of these securities, or for any trades at all in August 2012.  

41. Similarly, in an email on December 4, 2012, Aggarwal wrote to 

Bolandian that he was “[d]own for TRLA if its down but not max position,” to 

which Bolandian replied, in part, “[y]es will keep an eye on trla ... . Trla equity if it’s 

down.”  Aggarwal then wrote back, “[y]es to what you said on TRLA … .”  Several 

hours later Bolandian replied, in part, “[g]ot into trla.”  That same day in his TDA 

account, Bolandian purchased stock in Trulia, Inc. (ticker: “TRLA”).  At no time 

while a JPMS employee did Aggarwal seek pre-clearance for or report trades in 

TRLA securities.     

42.  By March 2013, if not earlier, Bolandian and Aggarwal’s trading 

arrangement had resulted in joint losses, and these losses had depleted their 

designated trading funds.  In instant messages that the two exchanged in March 

2013, Bolandian expressed reluctance to participate in a securities trade being 

proposed by Aggarwal as it would require the use of reserve funds that were “not the 

original [trading] money anymore.”  In response, Aggarwal referenced his own 

trading losses of $100,000 from the arrangement (“im down to add it to my tab (yes 

the 100k one) if youre not down and ok with that”) and the fact that he and 

Bolandian were “both in the same boat.”   

E. Insider Trading In PLXT 

IDTI Retains JPMS to Advise Its Intended Purchase of PLXT 

43.     In January 2012, IDTI contacted JPMS to discuss a potential 

engagement as financial adviser to assist with IDTI’s intended acquisition of PLXT.  

IDTI verbally engaged JPMS as its exclusive financial adviser in February 2012 and 

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formally engaged JPMS in March 2012.  Internally, JPMS referred to its confidential 

engagement with IDTI as “Ironwood.” 

44.     By April 12, 2012, negotiations concerning IDTI’s potential acquisition 

of PLXT had significantly advanced.  IDTI’s Board of Directors had authorized an 

expression of interest to acquire PLXT for $6.75 to $7.00 per share, well above the 

price of $3.68 to $4.00 per share at which the common stock traded during the days 

before the board acted.  In addition, IDTI, JPMS, and IDTI’s outside counsel had 

engaged in discussions with PLXT and its advisers regarding transaction structure 

and timeline.  Also, JPMS had attended due diligence meetings between IDTI and 

PLXT and was provided access to due diligence information from PLXT.  

Confidential and nonpublic negotiations between IDTI and PLXT continued until the 

public announcement of the IDTI-PLXT Transaction on April 30, 2012.    

Aggarwal Learns of the IDTI-PLXT Transaction 

45. Before the April 30, 2012 public announcement of the IDTI-PLXT 

Transaction, Aggarwal obtained material, nonpublic information about the 

impending transaction from sources within JPMS.     

46. Advance knowledge of an acquisition announcement is valuable 

because the announcement typically triggers an increase in the price of an 

acquisition target’s securities due to the premium that the acquirer is willing to pay.  

A reasonable investor would have viewed the information regarding the impending 

IDTI-PLXT Transaction as being important to his investment decision or as 

significantly altering the total mix of information available to the public.  In addition, 

the information was considered confidential by JPMS and IDTI. 

47. Aggarwal had access to confidential, nonpublic information about the 

impending IDTI-PLXT Transaction through, among other sources, a friend and co-

worker, Analyst One.  Analyst One was a member of the IDTI deal team and was 

among the first individuals at JPMS to learn, in January 2012, of IDTI’s possible 

acquisition of PLXT.  Analyst One had graduated from Berkeley with Aggarwal in 

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2010, and the two analysts subsequently worked together in the TMT Group and 

socialized with one another outside JPMS on a regular basis.  JPMS records indicate 

that, from January 2012 until the announcement of the IDTI-PLXT Transaction on 

April 30, 2012, Analyst One sat on the same side of the same floor at JPMS as 

Aggarwal. 

48. On Sunday, April 15, 2012, Analyst One forwarded Aggarwal an email 

about JPMS’s work on behalf of IDTI.  In the email, which had the subject line “Re:  

Ironwood transaction messaging,” a JPMS associate on the IDTI deal team had 

asked Analyst One about the preparation of “press releases for IDT[I].”  By 

forwarding the email, which Aggarwal received and responded to four minutes later, 

Analyst One informed or confirmed for Aggarwal that JPMS was a financial advisor 

to IDTI for an upcoming transaction, and that negotiations regarding the transaction 

were in advanced stages.  By virtue of Aggarwal’s membership in the TMT Group 

and friendship with Analyst One, and as reflected by his pattern of communications 

with Bolandian and Bolandian’s subsequent trades in PLXT securities, Aggarwal 

knew when he received Analyst One’s April 15 email that the other company 

involved in the “Ironwood transaction” was PLXT. 

49. Between Thursday, April 12, 2012, and Saturday, April 14, 2012, 

records show that Aggarwal and Bolandian exchanged over 70 text messages and 

had at least four telephone calls.  During this same time period, records show that 

Bolandian and Sadigh exchanged over 250 text messages.  On Sunday, April 15, 

2012, several hours after Aggarwal received the forwarded “Ironwood” email from 

Analyst One, starting at 11:34 p.m., records show that Aggarwal and Bolandian 

spoke for over 30 minutes on their cell phones.   

April 16, 2012 

50.     On Monday, April 16, 2012, the outside law firm representing IDTI in 

the impending IDTI-PLXT Transaction distributed an initial draft of a merger 

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agreement to PLXT and its advisers.  From April 16, 2012 through April 22, 2012, 

IDTI, its outside law firm, and JPMS continued due diligence review of PLXT. 

51. Also on April 16, 2012, from 10:28 a.m. to 10:39 a.m., records show 

that Aggarwal and Bolandian exchanged at least five text messages.   

52. Beginning several minutes later, Bolandian made his first purchases of 

PLXT securities.  Specifically, at 10:47 a.m. and 10:52 a.m., Bolandian bought 200 

shares of PLXT stock and 30 call options in PLXT that had a strike price of $5.00 

and were set to expire in September 2012 (“September $5.00 PLXT call options”), 

using funds wired to his TDA brokerage account on April 13, 2012.  Less than half 

an hour after Bolandian’s purchases, from 11:15 a.m. to 11:16 a.m., Bolandian and 

Aggarwal exchanged additional text messages. 

53. Also on April 16, 2012, at 9:23 a.m., Sadigh bought 500 shares of 

PLXT stock and 30 September $5.00 PLXT call options in his OptionsHouse 

account, using funds he received by wire transfer on April 13, 2012. 

54. Bolandian’s and Sadigh’s combined purchases of 60 September $5.00 

PLXT call options on April 16, 2012 represented 100% of the total trading in that 

call option series that day, across all exchanges.  On that day, PLXT stock closed at 

$3.84 per share, rendering Bolandian’s and Sadigh’s purchases significantly “out of 

the money.” 

April 17, 2012 

55. On Tuesday, April 17, 2012, at 10:06 a.m., Sadigh bought 1,000 shares 

of PLXT stock in his OptionsHouse account using funds he received from a wire 

transfer the previous day.   

56. A short time later, on April 17, 2012, at 10:27 a.m., records show that 

Aggarwal sent a text message to Bolandian.  At 10:56 a.m., Bolandian bought 25 

September $5.00 PLXT call options.  Six minutes later, at 11:02 a.m., Sadigh bought 

50 September $5.00 PLXT call options.  Beginning at 11:26 a.m. and continuing 

over the course of the next several hours, records show that Aggarwal and Bolandian 

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exchanged 23 text messages.  During this same time period, at 11:55 a.m., Bolandian 

called and spoke to Sadigh for almost four minutes. 

57.   Bolandian’s and Sadigh’s combined purchases of 75 September $5.00 

PLXT call options on April 17 constituted 100% of the total trading in that call 

option series that day, across all exchanges.  Once again, these call options were 

significantly “out of the money” – the closing stock price of PLXT that day was 

$3.92 per share.   

April 18, 2012 

58. The next day, on Wednesday, April 18, 2012, records show that 

Bolandian texted Sadigh at 12:46 a.m.  Later that same morning, at 9:32 a.m., Sadigh 

bought 1,000 shares of PLXT stock.  Records show that shortly before noon on April 

18, Bolandian called and spoke with Sadigh for 12 minutes.  Additionally, between 

12:33 p.m. and 2:49 p.m., Bolandian exchanged approximately 20 text messages 

each with Sadigh and Aggarwal. 

April 19, 2012 

59. On Thursday, April 19, 2012, records show that Aggarwal and 

Bolandian exchanged over 40 text messages between 1:03 a.m. and 1:33 a.m.   

Bolandian and Sadigh then exchanged 17 text messages between 6:20 a.m. and 6:37 

a.m.   

60. Shortly after exchanging text messages with each other, both Bolandian 

and Sadigh made additional purchases of PLXT stock and out-of-the-money call 

options.  Between 6:45 a.m. and 7:27 a.m., Bolandian purchased 145 September 

$5.00 PLXT call options and 1,000 shares of PLXT stock.  Between 7:05 a.m. and 

7:11 a.m., Sadigh bought 20 September $5.00 PLXT call options and 1,000 shares of 

PLXT stock. 

61. Bolandian’s and Sadigh’s combined purchases of 165 September $5.00 

PLXT call options on April 19 represented 100% of the total trading in that call 

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option series on that day, across all exchanges.  The closing price of PLXT stock that 

day was $3.84 per share. 

April 20-21, 2012 

62. Beginning on Friday, April 20, 2012, JPMS employees participated in a 

series of meetings with IDTI, PLXT, and their advisers to discuss material open 

issues in the draft merger agreement.   

63. That same day, in the afternoon, Bolandian called Aggarwal at his 

JPMS office extension.  Records show that the two spoke for at least seven minutes. 

64. Also that same day, account records show that $7,000 was deposited 

into Farhad Bolandian’s TDA brokerage account.  On information and belief, these 

monies were deposited into Farhad’s account for the purpose of making the unlawful 

PLXT trades that occurred in the days that followed. 

65. That evening, Aggarwal and Analyst One worked late at JPMS.  An 

internal JPMS record shows that Aggarwal ordered dinner for himself, Analyst One, 

and three other JPMS associates.  Analyst One billed his dinner to JPMS’s expense 

code for “Ironwood” – the IDTI-PLXT transaction.   

66. The following day, Saturday, April 21, 2012, records indicate that 

Aggarwal and Bolandian had at least five telephone conversations, with one lasting 

over eight minutes. 

April 23-30, 2012 

67. On Monday, April 23, 2012, at 9:06 a.m., 1,000 shares of PLXT stock 

were purchased in Farhad’s TDA account, using funds deposited into the account on 

April 20, 2012.  This was the first securities trade in Farhad’s TDA account in 2012, 

and the first trade of PLXT securities in the account.   

68. Later that evening, telephone records show that Bolandian and Sadigh 

spoke for over half an hour. 

69. The next morning, on April 24, 2012, Sadigh bought 100 September 

$5.00 PLXT call options and 500 shares of PLXT stock.  The closing price of PLXT 

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stock that day was $3.87 per share.  Sadigh’s purchase of these out-of-the-money 

PLXT call options constituted 100% of the total trading in that call option series that 

day, across all exchanges. 

70. In fact, in April 2012, there were a total of 420 September $5.00 PLXT 

call options traded across all options exchanges.  Bolandian and Sadigh’s collective 

purchases of 400 September $5.00 PLXT call options between April 16 and April 

24, 2012, thus constituted 95% of the total purchases of that option series by all 

traders, across all exchanges, in the month of April.   

71. Meanwhile, Aggarwal continued to obtain information about the status 

of the impending IDTI-PLXT Transaction, and he continued to communicate with 

Bolandian.  On Saturday evening, April 28, 2012, Aggarwal exchanged instant 

messages with Analyst One in which Analyst One referenced draft investor materials 

that had been prepared for a “pending deal” involving “IDT[I].”  A little over a day 

later, on Monday, April 30, 2012, at 12:31 a.m., records show that Bolandian called 

Aggarwal on his JPMS office extension, and the two men spoke for at least 25 

minutes.   

IDTI and PLXT Publicly Announce the Transaction, and Bolandian and 

Sadigh Sell PLXT for Substantial Profits. 

72. After U.S. markets closed on April 30, 2012, IDTI and PLXT 

announced to the public that that they had signed a definitive agreement providing 

that IDTI would acquire all of the outstanding shares of PLXT pursuant to an 

exchange offer and subsequent merger.  In the acquisition, PLXT stockholders 

would receive $3.50 in cash and 0.525 shares of IDTI common stock (closing price 

on April 30, 2012:  $6.78 per share) for each PLXT common share outstanding.   

73. Before April 30, 2012, the proposed merger between IDTI and PLXT 

was material, nonpublic information.  PLXT’s price and trading volume both 

increased substantially after the public announcement.  PLXT’s stock closed at $6.66 

per share on May 1, 2012, an increase of 97% from the closing price of $3.38 per 

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share on April 30, 2012.  PLXT’s trading volume increased 638%, from 741,428 

shares on April 30, 2012, to 5,471,744 shares on May 1, 2012.  

74. After the public announcement, between May 8 and May 30, 2012, 

Bolandian and Sadigh sold all of their PLXT shares and call options, and all of the 

PLXT shares were sold from Farhad’s account.  As a result of the foregoing trades in 

PLXT securities, Bolandian and his father gained approximately $36,200 in illicit 

profits, and Sadigh gained approximately $41,200 in illicit profits. 

F. Insider Trading in ExactTarget 

JPMS is Engaged as ExactTarget’s Financial Advisor in Connection with a 

Merger 

75. On April 25, 2013, ExactTarget contacted JPMS to inform JPMS that it 

anticipated receiving offers from two companies to enter into a merger transaction.  

ExactTarget invited JPMS to make a presentation regarding the services it could 

provide as a prospective financial advisor to ExactTarget’s Board of Directors in 

connection with these anticipated offers. 

76.      On May 1, 2013, ExactTarget formally engaged JPMS as its financial 

advisor.  That same day, JPMS attended a meeting of the Special Committee of 

ExactTarget’s Board of Directors (“Special Committee”) to consider an indication of 

interest by CRM for a potential transaction with ExactTarget and to discuss other 

potential business combination partners for ExactTarget.  Thereafter, JPMS acted as 

the exclusive financial adviser to ExactTarget in connection with the CRM-

ExactTarget Transaction.  Internally, JPMS referred to its confidential engagement 

with ExactTarget as “Excalibur” or “Excal.” 

77.      The negotiations between ExactTarget and CRM were confidential and 

nonpublic until June 4, 2013, when CRM and ExactTarget publicly announced that 

CRM would be acquiring ExactTarget.   

78.      A reasonable investor would have viewed the information regarding the 

impending CRM-ExactTarget Transaction as being important to his investment 

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decision or as significantly altering the total mix of information available to the 

public.  In addition, the information was considered confidential by JPMS and 

ExactTarget. 

Two Analyst-Friends of Aggarwal at JPMS Are Assigned to Work on the 

ExactTarget Transaction 

79.       JPMS’s deal team for ExactTarget included Aggarwal’s friends, 

Analyst Two and Analyst Three, who were among the first individuals at JPMS to 

learn, on April 25, 2013, of ExactTarget’s possible acquisition by CRM.  Analysts 

Two and Three had graduated from Berkeley in 2011, the year after Aggarwal’s 

graduation, and they both worked with Aggarwal in the TMT Group at JPMS.  

Aggarwal spent significant amounts of time with Analyst Two and Analyst Three 

during their respective tenures at JPMS.  Between April and June 2013, Aggarwal 

sat on the same side of the same floor at JPMS as Analyst Two, and Aggarwal sat 

directly adjacent to Analyst Three in the same cubicle cluster, separated by a half-

sized wall divider.  Aggarwal also shared meals and attended social gatherings, such 

as movie screenings and cocktail hours, with Analyst Two. 

May 3-7, 2013 

80.    On May 3, 2013, two days after ExactTarget formally engaged JPMS as 

its financial adviser, records show that Aggarwal exchanged numerous text messages 

with Bolandian.  On each day from Friday, May 3, 2013, through Monday, May 6, 

2013, Bolandian and Sadigh exchanged numerous text messages, and on May 4, 

2013, they spoke by telephone. 

81. On Tuesday, May 7, 2013, JPMS was informed that ExactTarget’s 

Board of Directors had met and discussed the company’s first quarter 2013 results, 

and that ExactTarget planned to continue discussions with potential business 

partners, including CRM.   

82. That same day, on May 7, 2013, at 6:32 p.m., records show that 

Bolandian sent two text messages to Aggarwal, who responded by text at 11:29 p.m.  

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Records also show that Bolandian and Sadigh exchanged numerous texts during the 

day and into the evening on May 7. 

83. From May 7, 2013, to June 3, 2013, the last trading day before the 

public announcement of the CRM-ExactTarget Transaction, the closing price of 

ExactTarget stock ranged from $20.91 to $23.49 per share. 

May 8, 2013 

84.      On May 8, 2013, Bolandian took steps in anticipation of his first 

purchases of ExactTarget securities.  Specifically, records show that Bolandian 

increased available cash in his TDA brokerage account by selling another security 

held in that account and having additional funds wired into the account.   

85. That same day, Wednesday, May 8, 2013, Sadigh made his first 

purchases of ExactTarget securities, buying 3,000 shares in his Interactive Brokers 

account.  Later that day, Sadigh sold 700 of these shares.   

May 9, 2013 

86.      On Thursday, May 9, 2013, JPMS met with the Special Committee to 

consider a proposal from CRM for the acquisition of ExactTarget.  That same day, 

Sadigh and Bolandian purchased or arranged for the purchase of a total of 422 call 

options in ExactTarget, in apparent coordination with one another:   

a. First, between 6:37 a.m. and 6:42 a.m., Sadigh bought a total of 60 call 

options in ExactTarget that had a strike price of $22.50 and were set to 

expire in September 2013 (“September $22.50 ExactTarget call 

options”).   A few hours later, at 11:12 a.m., Sadigh bought 50 

ExactTarget call options that had a strike price of $22.50 and were set to 

expire in May 2013 (“May $22.50 ExactTarget call options”).   

b. That same morning, Bolandian made his first purchases of ExactTarget 

securities.  Between 8:07 a.m. and 11:34 a.m., Bolandian purchased a 

total of 77 September $22.50 ExactTarget call options and 130 May 

$22.50 ExactTarget call options in his personal brokerage accounts.   

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c. At 12:08 p.m., records show that Bolandian and Sadigh spoke for 10 

minutes on the telephone.  Shortly thereafter, at 12:43 p.m., Sadigh 

bought an additional 21 September $22.50 ExactTarget call options. 

87. Bolandian also arranged for additional ExactTarget call options 

purchases in his family members’ brokerage accounts.  Account records show that, 

during the morning of May 9, 2013, within minutes of the purchases in Bolandian’s 

own account, four September $22.50 ExactTarget call options were purchased in the 

TDA brokerage account of Bolandian’s sister, Pardis.  Nearly all of the funds then 

available in Pardis’s account were used for this purchase.  Later that same morning, 

between 10:32 a.m. and 10:54 a.m., 30 September $22.50 ExactTarget call options 

and 50 May $22.50 ExactTarget call options were purchased in the TDA brokerage 

account of Bolandian’s father, Farhad.  Nearly all of the funds then available in 

Farhad’s account were used for this purchase.  Prior to these purchases, neither 

Farhad’s nor Pardis’s brokerage accounts had been used to make trades since 

February 2013 and December 2012, respectively.   

88. The purchases in Farhad’s and Pardis’s brokerage accounts on May 9, 

2013, were made through orders placed online from the same Internet Protocol 

(“IP”) address that was used to make the purchases in Bolandian’s personal 

brokerage accounts that same morning (hereinafter the “Bolandian IP Address”).  

Records from the internet service provider show that the Bolandian IP Address was 

associated with a residence where Bolandian lived at the time.   

89. In total, the brokerage accounts of Sadigh, Bolandian, Farhad, and 

Pardis purchased 192 September $22.50 ExactTarget call options on May 9, 2013.  

This combined sum represented 100% of the total trading in the September $22.50 

series of ExactTarget call options that day, across all exchanges.  Sadigh’s, 

Bolandian’s, and Farhad’s accounts also collectively purchased another 230 May 

$22.50 ExactTarget call options that same day.    

 

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May 11-16, 2013 

90. On May 11, 2013, JPMS learned that ExactTarget’s CEO had suggested 

to CRM that the companies continue to discuss CRM’s proposed acquisition price.  

Two days later, on May 13, 2013, JPMS met with the Special Committee and had 

additional discussions with potential business combination partners. 

91. On the afternoon of Monday, May 13, 2013, records show that 

Aggarwal called Bolandian, and the two men spoke for at least 24 minutes. 

92. On May 15, 2013, between 7:52 a.m. and 1:56 p.m., Bolandian and 

Sadigh sold all of their May $22.50 ExactTarget call options, and all of the May 

$22.50 ExactTarget call options were sold from Farhad’s account.  These options 

had been purchased six days earlier, and they were due to expire two days later.  At 

1:12 p.m., less than an hour before completing the sales of his May $22.50 

ExactTarget call options, records indicate that Bolandian called Sadigh and the two 

spoke for three minutes. 

93.     Late in the evening of May 15, 2013, at 9:54 p.m., Analyst Two 

exchanged instant messages with Aggarwal on JPMS’s internal instant messaging 

platform.  In this exchange, Analyst Two informed Aggarwal that the senior 

management of a JPMS investment banking client was working late at the JPMS 

office and had a meeting with a potential acquirer the next day: 

Aggarwal (9:54 p.m.) – “are you still here?” 

Analyst Two – “yea[,] management team is still here[.]  they want to 

stay till like 2 am.”  

Aggarwal – “WT F” 

Analyst Two – “ceo, cfo[,] everyone”   

Aggarwal – “NO WAY that is CRAZY ive never heard of that...  i dont 

understand the rush.” 

Analyst Two – “yea[,] they are hardcore …  well we have a meeting 

tomorrow” 

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Aggarwal – “board?”  

Analyst Two – “potential buyer” 

Aggarwal – “ohh[,] that makes sense” 

94.    Around the time of the communications between Analyst Two and 

Aggarwal on May 15, 2013, Aggarwal, as a member of the TMT Group and friend 

of Analyst Two, was aware that Analyst Two had been assigned to work on the 

impending (yet still confidential) ExactTarget acquisition.  The foregoing instant 

message exchange thus provided Aggarwal with timely, material nonpublic 

information relating to the advanced status of ExactTarget’s discussions with a 

potential business partner.  Specifically, the exchange informed Aggarwal that these 

or other discussions could lead to a near-term public announcement that ExactTarget 

was being acquired.   

95. The next day, on May 16, 2013, as indicated in Analyst Two’s message 

the day before, ExactTarget’s senior management held a meeting with the senior 

management of a potential buyer.  That potential buyer was CRM.   

May 17-23, 2013 

96. From May 17, 2013 to May 22, 2013, JPMS continued to participate in 

meetings about a potential business combination involving ExactTarget. 

97.   On Tuesday, May 21, 2013, records show that Bolandian communicated 

with both Aggarwal and Sadigh in close succession.  For example, records show that 

after exchanging text messages with Aggarwal three times from 9:27 a.m. to 9:28 

a.m., Bolandian texted Sadigh two times at 9:30 a.m.  Then, at 10:23 a.m., Bolandian 

initiated a nine-minute telephone call with Sadigh, during which time Bolandian 

exchanged at least five text messages with Aggarwal.  

98.    On Thursday, May 23, 2013, Bolandian opened an account at Swiss 

America Securities, Ltd. (“Swiss America”), a broker-dealer located in Nassau, 

Bahamas and registered with the Securities Commission of The Bahamas.  That 

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same day, records show that Bolandian and Aggarwal exchanged multiple text 

messages, as did Bolandian and Sadigh. 

May 24-25, 2013 

99.    On the morning of Friday, May 24, 2013, Bolandian bought four 

ExactTarget call options that had a strike price of $22.50 and were set to expire in 

July 2013 (“July $22.50 ExactTarget call options”) in his TDA account, using funds 

he received from the sale of two call options of another issuer on May 21, 2013.  

Later that same morning, Bolandian bought 35 more July $22.50 ExactTarget call 

options in his Interactive Brokers account.   

100.  Records show that Bolandian exchanged text messages with Aggarwal 

minutes before and minutes after the purchases in his Interactive Brokers account. 

101. Bolandian’s total purchases of 39 July $22.50 ExactTarget call options 

on May 24, 2013, constituted 100% of the total trading in that call option series that 

day, across all exchanges.  

102. Also on May 24, 2013, Analyst Three sent Aggarwal an email that 

included an update on JPMS’s work on behalf of ExactTarget.  The message stated, 

in part, “Excalibur is going to be really busy the next three weeks.  We’ve gotten a 

lot of momentum with bids, and we could go to Fairness Committee in two weeks.”  

As a member of the TMT group, Aggarwal knew that “Excalibur” was a reference to 

JPMS’s confidential engagement with ExactTarget.  Further, Aggarwal understood 

“go[ing] to Fairness Committee” to refer to a process, in the final stages before the 

announcement of a corporate acquisition, in which JPMS would provide a 

designated committee of the target company’s directors with an opinion regarding 

whether the proposed transaction price is fair.  Thus, the email from Analyst Three 

informed Aggarwal that negotiations concerning the still-confidential transaction 

involving ExactTarget were at an advanced stage.   

103.  On Saturday, May 25, 2013, CRM delivered a revised indication of 

interest that increased its proposed purchase price for ExactTarget.  JPMS attended 

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ExactTarget’s Board of Directors’ meeting where the board approved ExactTarget’s 

entering into exclusive negotiations with CRM.   

May 26, 2013 

104.  On Sunday, May 26, 2013, Bolandian authorized Swiss America to 

charge his personal credit card in the amount of $15,000, in order to fund 

Bolandian’s newly-opened off-shore brokerage account. 

May 28, 2013 

105.  On Tuesday, May 28, 2013, at 12:16 p.m., records show that Sadigh 

called Bolandian and the two men spoke for at least 27 minutes.  During the call, the 

Bolandian IP Address was used to log into Sadigh’s Interactive Brokers and 

OptionsHouse accounts, indicating that Sadigh’s brokerage accounts were accessed 

from a computer in Bolandian’s residence while Bolandian and Sadigh were 

speaking with each other on the phone.  Minutes after the call, records show that 

Sadigh’s OptionHouse account was accessed from a different IP address – an IP 

address that, records show, regularly accessed Sadigh’s OptionsHouse account in 

May 2013. 

106. Bolandian and Sadigh then purchased the same series of ExactTarget 

call options, at the same time, through their online brokerage accounts.  At 12:53 

p.m., Bolandian bought 15 July $22.50 ExactTarget call options.  Also at 12:53 p.m., 

using the proceeds from his sale of May $22.50 ExactTarget call options on May 15, 

2013, Sadigh bought 10 July $22.50 ExactTarget call options. 

107. The purchase of 25 July $22.50 ExactTarget call options collectively by 

Bolandian and Sadigh on May 28, 2013, constituted 100% of the total trading in that 

call option series that day, across all exchanges. 

May 29, 2013 

108. On Wednesday, May 29, 2013, both Bolandian and Sadigh further 

modified their positions in ExactTarget in a manner consistent with the belief that 

ExactTarget’s stock price would experience a near-term surge.  Bolandian sold 

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September ExactTarget call options and purchased less expensive ExactTarget call 

options that had shorter expiration dates, thereby positioning himself to maximize 

his profits in the event ExactTarget’s stock price experienced a near-term increase 

that exceeded the options’ strike price.  Similarly, Sadigh sold his remaining 

ExactTarget stock, which he could have held indefinitely and profited from if the 

stock price later increased, and purchased ExactTarget call options with June and 

July expiration dates – a trading strategy that would allow Sadigh to profit only if 

ExactTarget’s stock price exceeded the option strike price before the June and/or 

July expiration dates. 

109. Phone and brokerage records indicate that Bolandian and Sadigh 

coordinated these transactions, as follows: 

a. Between 10:15 a.m. and 10:22 a.m., Bolandian sold his seven 

September $22.50 ExactTarget call options in his TDA account and, 

using the proceeds from that sale, bought nine July $22.50 ExactTarget 

call options, which had lower premiums than the options he just sold.   

b. At 10:36 a.m., Bolandian called Sadigh and the two men spoke for at 

least 14 minutes. 

c. At 10:55 a.m., Sadigh bought 10 Exact Target call options that had a 

strike price of $22.50 and were set to expire in June 2013, only three 

weeks later (“June $22.50 ExactTarget call options”). 

d. Between 11:41 a.m. and 12:17 p.m., Sadigh sold his remaining 2,300 

shares of ExactTarget and, using proceeds from that sale, bought 50 

July $22.50 ExactTarget call options.   

e. Between 12:45 p.m. and 12:53 p.m., 24 June $22.50 ExactTarget call 

options were purchased in Farhad’s TDA account.  These purchases 

were funded with the proceeds from the sale of the May $22.50 

ExactTarget call options in Farhad’s account on May 15, 2013. 

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f. At 12:53 p.m., Sadigh called Bolandian, and the two men spoke for at 

least seven minutes. 

110. The foregoing purchases of 59 July $22.50 ExactTarget call options and 

34 June $22.50 ExactTarget call options constituted 100% of the total trading in 

those call option series that day, across all exchanges.   

May 30, 2013 

111. On Thursday, May 30, 2013, at 10:34 a.m., Bolandian bought one June 

$22.50 ExactTarget call option in his TDA account, using the remaining proceeds 

from the sale of the September $22.50 ExactTarget call options on the previous day.  

Less than half an hour later, at 10:59 a.m., records show that Bolandian called and 

spoke to Aggarwal for over 20 minutes.   

112. At 12:01 p.m. on May 30, 2013, Sadigh bought 20 July $22.50 

ExactTarget call options.  Sadigh’s purchase constituted 100% of the total trading in 

that call option series that day, across all exchanges. 

113. Also on May 30, 2013, Analyst Two forwarded Aggarwal an internal 

JPMS email that concerned “fairness discussion materials” for the “Excalibur” 

matter.  The email also included a page from the fairness materials addressing how 

the purchaser would finance the transaction.  This email informed and reinforced for 

Aggarwal that a public announcement of ExactTarget’s acquisition could be 

imminent.   

May 31, 2013 

114. On Friday, May 31, 2013, Bolandian bought 100 additional June $22.50 

ExactTarget call options in his newly-opened, off-shore Swiss America account.  

Bolandian made this purchase using the entire $15,000 that had been charged to his 

credit card to fund this account.  The purchase represented 100% of the total trading 

in that call option series that day, across all exchanges. 

 

 

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June 1-3, 2013 

115. On Saturday, June 1, 2013, at 3:00 p.m., records show that Aggarwal 

called Bolandian, and the two spoke for over 23 minutes.  Minutes later, at 3:31 

p.m., Bolandian called and spoke to Sadigh for over 15 minutes. 

116. On Sunday afternoon, June 2, 2013, records show that Bolandian 

telephoned and spoke to Aggarwal for over 14 minutes. 

117. On the morning of Monday, June 3, 2013, between 11:27 a.m. and 

11:56 a.m., Bolandian’s Interactive Brokers account, Paris’s TDA account, and 

Farhad’s TDA account all were accessed from the Bolandian IP Address.  During 

this time, Bolandian sold all the September $22.50 ExactTarget call options held in 

his Interactive Brokers account.  In addition, sale orders were entered for all of the 

September $22.50 ExactTarget call options held in Pardis’s and Farhad’s TDA 

accounts.    

118. The proceeds from the foregoing sales were then used to purchase 

greater quantities of ExactTarget call options with shorter expiration dates and lower 

premiums, in the following amounts and in the following manner:    

a. 155 June $22.50 ExactTarget call options, in Bolandian’s Interactive 

Brokers account;  

b. 65 June $22.50 ExactTarget call options, in Farhad’s TDA account; and  

c. Nine June $22.50 ExactTarget call options, in Pardis’s TDA account.   

119. By exchanging his September call options for a greater number of less 

expensive June call options, Bolandian once again positioned himself to maximize 

his profits in the event ExactTarget’s stock price experienced a near-term increase  –  

specifically, in the event the stock price exceeded the options’ strike price before the 

third Friday in June.   

120. Also on June 3, 2013 – approximately 15 minutes after the last of the 

ExactTarget call option trades that day in the accounts of Bolandian, Farhad, and 

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Pardis – records show that Bolandian called Sadigh.  The two spoke for over two 

minutes. 

121. Minutes later, on June 3, 2013, at 12:20 p.m., Sadigh purchased 20 July 

$22.50 ExactTarget call options.   

122. Collectively, the foregoing purchases on June 3, 2013, constituted 100% 

of the total trading in the June $22.50 ExactTarget and July $22.50 ExactTarget call 

option series that day, across all exchanges. 

123. When U.S. markets closed on June 3, 2013, ExactTarget’s share price 

was $22.10. 

June 4, 2013  

124. Before U.S. markets opened on June 4, 2013, CRM and ExactTarget 

announced to the public that they had signed a definitive agreement under which 

CRM would acquire ExactTarget.  The agreement provided that CRM would 

commence a tender offer for all outstanding shares of ExactTarget for $33.75 per 

share.  Before June 4, 2013, the proposed merger between CRM and ExactTarget 

was material, nonpublic information. 

125. Immediately after the public announcement, ExactTarget’s stock price 

and trading volume increased substantially.  The price of ExactTarget’s stock closed 

at $33.69 per share on June 4, 2012, an increase of 50% from the June 3, 2013 

closing price.  The trading volume increased 7,521%, from 447,432 shares on June 

3, 2013, to 34,099,951 shares on June 4, 2013. 

126. That same morning, after the announcement of the merger, Bolandian 

sold all of the ExactTarget call options held in his TDA, Interactive Brokers, and 

Swiss America accounts.  Within the same thirty-minute period, all of the 

ExactTarget call options in Farhad and Pardis’s TDA accounts were sold; and 

Sadigh sold all of his ExactTarget options in his Interactive Brokers and 

OptionsHouse accounts.  

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127. Records show that Bolandian and Sadigh spoke on the phone for over 

17 minutes as they sold their ExactTarget call options, as described.  Later in the 

morning on June 4, 2013, records show that Bolandian and Aggarwal exchanged 

numerous text messages, as did Bolandian and Sadigh.  Bolandian and Sadigh also 

had two more telephone calls that day.   

128. The foregoing trading in ExactTarget securities resulted in profits of 

over $317,000 in Bolandian’s accounts, approximately $91,000 in Farhad’s account, 

approximately $9,300 in Pardis’s account, and approximately $178,000 in Sadigh’s 

accounts.  Combined, Sadigh and Bolandian (through his accounts and the accounts 

of Farhad and Pardis) made approximately $595,000 in illicit profits by trading in 

ExactTarget securities on the basis of material, nonpublic information. 

129. In the afternoon of June 4, 2013, Aggarwal forwarded to Analyst Two 

an internal JPMS email highlighting JPMS’s role in the CRM-ExactTarget 

Transaction.  Although the internal JPMS email did not mention that Analyst Two 

was involved in the transaction, Aggarwal’s forwarding message reflects his 

personal awareness of Analyst Two’s involvement.  Referring to their upcoming 

departures from JPMS, Aggarwal congratulated Analyst Two for his work on the 

transaction:  “Congrats [Analyst Two]!  Killing it before we bounce.”   

G. Aggarwal, Bolandian, and Sadigh Breached Their Duties To 

Maintain Material, Nonpublic Information In Confidence  

130. The information regarding the impending IDTI-PLXT Transaction in 

2012 and the impending CRM-ExactTarget Transaction in 2013 that Aggarwal 

tipped Bolandian, and that Bolandian in turn tipped Sadigh, was material and 

nonpublic.  Aggarwal learned the information regarding the two impending 

Transactions in his capacity as a JPMS analyst, before the public announcements of 

those Transactions.  As a JPMS employee, Aggarwal assumed and owed a duty to 

JPMS to maintain the confidentiality of information related to the two impending 

Transactions.  Aggarwal knew, or was reckless in not knowing, that information he 

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learned about the two impending Transactions before their public announcements 

was material and nonpublic.  Aggarwal knew, or was reckless in not knowing, that 

he owed a duty, arising from a relationship of trust and confidence, to keep the 

information about the two impending Transactions confidential.  Aggarwal also 

knew, or was reckless in not knowing, that he was subject to JPMS’s written policies 

and procedures regarding confidentiality and insider trading.     

131. Aggarwal breached his duty of trust and confidence owed to JPMS by 

divulging material, nonpublic information about the two impending Transactions to 

Bolandian.  Aggarwal knew, or was reckless in not knowing, that Bolandian would 

either trade on the material, nonpublic information that Aggarwal divulged, and/or 

that Bolandian would provide the information to others who would trade based on 

the information. 

132. Bolandian knew, or was reckless in not knowing, that the information 

he received about the two impending Transactions and before their respective public 

announcements was material and nonpublic.  Bolandian traded on this information 

even though he knew, consciously avoided knowing, was reckless in not knowing, or 

should have known that Aggarwal breached his duty of trust and confidence for a 

personal benefit by providing information about the impending Transactions.  

Additionally, Bolandian knew, or was reckless in not knowing, that Sadigh would 

trade on the material, nonpublic information that Bolandian divulged to Sadigh. 

133. Sadigh knew, or was reckless in not knowing, that the information he 

received about the two impending Transactions and before their respective public 

announcements was material and nonpublic.  Sadigh traded on this information even 

though he knew, consciously avoided knowing, was reckless in not knowing, or 

should have known that the information given to him had been improperly obtained 

in breach of a duty of trust and confidence. 

134.  Aggarwal tipped the material, nonpublic information regarding the two 

impending Transactions to Bolandian with the intent to benefit Bolandian in 

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exchange for personal benefits, direct or indirect, that were previously provided, 

were provided on an ongoing basis, or were to be provided in the future to Aggarwal.  

These personal benefits included, but were not limited to (a) the satisfaction of 

making gifts of confidential information to his close friend, Bolandian; (b) 

Bolandian’s agreement to hold and to trade securities in Bolandian’s own account 

for the joint benefit of Bolandian and Aggarwal, an arrangement that enabled 

Aggarwal to circumvent JMPS’s personal trading pre-clearance and reporting rules; 

and (c) on information and belief, Aggarwal’s ability to share in the profits and 

recoup losses from securities trades in Bolandian’s account(s). 

135. In addition, on information and belief, Aggarwal received other 

personal benefits from Bolandian that included certain paid hotel and dining 

expenses as follows: 

 Records show that on June 5, 2013, the day after the public 

announcement of the CRM-ExactTarget Transaction and Bolandian’s 

sale of his ExactTarget securities, Bolandian made telephone calls to 

two Las Vegas, Nevada hotels and then exchanged text messages with 

Aggarwal.  A little over two weeks later, between June 21 and June 24, 

2013, Aggarwal and Bolandian took a recreational trip to Las Vegas.  

Casino hotel records show that Bolandian paid for two or more hotel 

rooms for multiple guests with his credit card during that trip, but do 

not indicate that Aggarwal paid for any rooms; and 

 Records show that on June 12, 2013, Bolandian withdrew $26,000 in 

cash from his bank account.  Two days later, on or about June 14, 

2013, Bolandian traveled from Los Angeles to San Francisco, 

California, where he and Aggarwal dined together at an upscale 

restaurant, spending over $640 on dinner and wine for two.  The bill 

was paid for in cash. 

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136. Bolandian knew, consciously avoided knowing, was reckless in not 

knowing, or should have known that, by providing material, nonpublic information 

about the two Transactions, Aggarwal breached his duty of trust and confidence, and 

received personal benefits.   

137. Sadigh knew, consciously avoided knowing, was reckless in not 

knowing, or should have known that he received material, nonpublic information 

about the two Transactions in breach of a duty of trust and confidence by, and in 

exchange for a personal benefit to, one or more persons with knowledge of the two 

Transactions.  Sadigh was aware of Bolandian’s close personal friendship with 

Aggarwal, whom Sadigh knew to work at JP Morgan Chase.  Sadigh also joined 

Aggarwal and Bolandian during their June 21-24 trip to Las Vegas where, on 

information and belief, both Sadigh and Aggarwal stayed in lodging paid by 

Bolandian. 

FIRST CLAIM FOR RELIEF 

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

(Against Defendants Aggarwal, Bolandian, and Sadigh) 

Insider Trading in PLXT 

138. The Commission re-alleges and incorporates by reference each and 

every allegation in paragraphs 1 through 137, inclusive, as if they were fully set forth 

herein. 

139. By engaging in the conduct described above, Aggarwal, Bolandian, and 

Sadigh, directly or indirectly, in connection with the purchase or sale of PLXT 

securities, by use of the means or instrumentalities of interstate commerce, or the 

mails, or the facilities of a national securities exchange: 

a. employed devices, schemes or artifices to defraud; 

b. made untrue statements of material facts or omitted to state 

material facts necessary in order to make the statements made, in 

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light of the circumstances under which they were made, not 

misleading; and/or  

c. engaged in acts, practices, or courses of business which operated 

or would operate as a fraud or deceit upon any person in 

connection with the purchase or sale of any security. 

140. By engaging in the foregoing conduct, Aggarwal, Bolandian, and 

Sadigh violated and, unless enjoined, will continue to violate Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-

5]. 

SECOND CLAIM FOR RELIEF 

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

(Against Defendants Aggarwal, Bolandian, and Sadigh) 

Insider Trading in ExactTarget 

141. The Commission re-alleges and incorporates by reference each and 

every allegation in paragraphs 1 through 140, inclusive, as if they were fully set forth 

herein. 

142. By engaging in the conduct described above, Aggarwal, Bolandian, and 

Sadigh, directly or indirectly, in connection with the purchase or sale of ExactTarget 

securities, by use of the means or instrumentalities of interstate commerce, or the 

mails, or the facilities of a national securities exchange: 

a. employed devices, schemes or artifices to defraud; 

b. made untrue statements of material facts or omitted to state 

material facts necessary in order to make the statements made, in 

light of the circumstances under which they were made, not 

misleading; and/or  

c. engaged in acts, practices, or courses of business which operated 

or would operate as a fraud or deceit upon any person in 

connection with the purchase or sale of any security. 

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143. By engaging in the foregoing conduct, Aggarwal, Bolandian, and 

Sadigh violated and, unless enjoined, will continue to violate Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-

5]. 

THIRD CLAIM FOR RELIEF 

Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder 

(Against Defendants Aggarwal, Bolandian, and Sadigh) 

Insider Trading in Connection with Tender Offer (PLXT) 

144. The Commission re-alleges and incorporates by reference each and 

every allegation in paragraphs 1 through 143, inclusive, as if they were fully set forth 

herein.  

145. By April 2012, the time period during which the first trades in PLXT 

securities alleged herein occurred, or by such other times when trades in PLXT 

securities alleged herein occurred, substantial steps had been taken to commence a 

tender offer for the securities of PLXT by IDTI, including, among other things:  

(a) JPMS was formally engaged as a financial adviser to the offeror, IDTI; (b) the 

offeror’s board had authorized an expression of interest to acquire the issuer, PLXT, 

at a price that was substantially higher than PLXT’s then-recent market price; (c) the 

offeror and its advisers, including JPMS, engaged in substantive negotiations with 

the issuer and its advisers concerning the structure and timeline of the acquisition; 

and (d) JPMS had attended due diligence meetings with PLXT and IDTI and was 

provided access to due diligence information from PLXT. 

146. Aggarwal knew or had reason to know that information about IDTI’s 

anticipated tender offer for the securities of PLXT was nonpublic information that 

had been acquired, directly or indirectly, from either IDTI, the offeror, PLXT, the 

issuer that was the target of the tender offer, or from any person acting on behalf of 

the offeror or the issuer-target.  Aggarwal communicated material, nonpublic 

information regarding IDTI’s tender offer for the securities of PLXT to Bolandian, 

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and Bolandian communicated material, nonpublic information regarding IDTI’s 

tender offer for the securities of PLXT to Sadigh.  These communications occurred 

under circumstances in which it was reasonably foreseeable that unlawful trading 

would result. 

147. Bolandian and Sadigh knew or had reason to know that the confidential 

information that each of them received about the impending IDTI-PLXT Transaction 

was nonpublic and had been acquired, directly or indirectly, from either IDTI, the 

offeror, or PLXT, the issuer that was the target of the tender offer, or from any 

person acting on behalf of the offeror or the issuer-target, and therefore they were 

prohibited from trading in the securities of PLXT. 

148. By reason of the foregoing, Aggarwal, Bolandian, and Sadigh violated 

and, unless enjoined, will continue to violate Section 14(e) of the Exchange Act [15 

U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].  

FOURTH CLAIM FOR RELIEF 

Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder 

(Against Defendants Aggarwal, Bolandian, and Sadigh) 

Insider Trading in Connection with Tender Offer (ExactTarget) 

149. The Commission re-alleges and incorporates by reference each and 

every allegation in paragraphs 1 through 148, inclusive, as if they were fully set forth 

herein.  

150. By May 8, 2013, the time period during which the first trades in 

ExactTarget securities alleged herein occurred, or by such other times when trades in 

ExactTarget securities alleged herein occurred, substantial steps had been taken to 

commence a tender offer for the securities of ExactTarget by CRM, including, 

among other things:  (a) JPMS was formally engaged as a financial adviser to the 

issuer, ExactTarget; (b) the issuer had already received an indication of interest from 

the offeror, CRM, of which JPMS was aware; and (c) JPMS engaged in substantive 

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discussions with other potential business partners regarding a potential acquisition of 

the issuer. 

151. Aggarwal knew or had reason to know that information about CRM’s 

anticipated tender offer for the securities of ExactTarget was nonpublic information 

that had been acquired, directly or indirectly, from either CRM, the offeror, 

ExactTarget, the issuer that was the target of the tender offer, or from any person 

acting on behalf of the offeror or the issuer-target.  Aggarwal communicated 

material, nonpublic information regarding CRM’s tender offer for the securities of 

ExactTarget to Bolandian, and Bolandian communicated material, nonpublic 

information regarding CRM’s tender offer for the securities of ExactTarget to 

Sadigh.  These communications occurred under circumstances in which it was 

reasonably foreseeable that unlawful trading would result. 

152. Bolandian and Sadigh knew or had reason to know that the confidential 

information that each of them received about the impending CRM-ExactTarget 

Transaction was nonpublic and had been acquired, directly or indirectly, from either 

CRM, the offeror, or ExactTarget, the issuer that was the target of the tender offer, or 

from any person acting on behalf of the offeror or the issuer-target, and therefore 

they were prohibited from trading in the securities of ExactTarget. 

153. By reason of the foregoing, Aggarwal, Bolandian, and Sadigh violated 

and, unless enjoined, will continue to violate Section 14(e) of the Exchange Act [15 

U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].  

FIFTH CLAIM FOR RELIEF 

Unjust Enrichment 

(Against Relief Defendants Farhad Bolandian and Pardis Bolandian) 

154. The Commission re-alleges and incorporates by reference the 

allegations in paragraphs 1 through 153 inclusive, as if they were fully set forth 

herein.  

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155. Based on material, nonpublic information provided by Aggarwal, 

Bolandian engaged in insider trading in the securities of PLXT and ExactTarget in 

the accounts of Relief Defendants Farhad Bolandian and Pardis Bolandian.  Relief 

Defendants Farhad Bolandian and Pardis Bolandian have no legitimate claim to the 

proceeds of the transactions in PLXT and ExactTarget securities described in this 

Complaint, and have been unjustly enriched.  It is not just, equitable, or conscionable 

for Farhad Bolandian or Pardis Bolandian to retain profits from insider trading. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court enter 

Final Judgments: 

I. 

 Permanently restraining and enjoining Defendants Aggarwal, Bolandian, and 

Sadigh from, directly or indirectly, engaging in conduct in violation of Section 10(b) 

of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 

240.10b-5] and from engaging in conduct in violation of Section 14(e) of the 

Exchange Act [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-

3]; 

II. 

 Ordering Defendants Aggarwal and Bolandian to jointly and severally 

disgorge, with prejudgment interest, all illicit trading profits or other ill-gotten gains 

received by any person or entity, including but not limited to all direct and indirect 

tippees, as a result of the actions alleged herein; 

III. 

 Ordering Defendants Aggarwal, Bolandian, and Sadigh to jointly and 

severally disgorge, with prejudgment interest, all illicit trading profits or other ill-

gotten gains received by Sadigh and any person tipped by Sadigh directly or 

indirectly; 

 

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IV.

Ordering Relief Defendants Farhad Bolandian and Pardis Bolandian each,

jointly and severally with Defendants, to disgorge amounts equal to the funds they

obtained, directly or indirectly, from the insider trading by Defendants, including

prejudgment interest thereon;

V.

Ordering Defendants Aggarwal, Bolandian, and Sadigh to pay civil penalties

pursuant to Section 21A of the Exchange Act [15 U.S.C. § 78u-l]; and

VI.

Granting such other and further relief as this Court may deem just, equitable,

or necessary.

Dated: August 25, 2015

Respectfully submitted,

•-&.
Jorni B. Bulgozdy, Lo^al^CoJ/nsel
SECURITIES AND EXCHANGE

COMMISSION

David S. Mendel

(pro hac vice application to be filed)
Matthew P. Cohen

(pro hac vice application to be filed)
Paul E. Kim

(pro hac vice application to be filed)

Attorneys for Plaintiff
SECURITIES AND EXCHANGE

COMMISSION

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