The Court directed that the Postcard Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired LSB Securities during the Settlement Class Period. The Court also directed that the Notice be posted online at www.LSBSecuritiesLitigation.com and mailed to you upon request to the Claims Administrator. The Court has directed us to disseminate these notices because, as a potential Settlement Class Member, you have a right to know about your options. Additionally, you have the right to understand how this class action lawsuit may generally affect your legal rights. The Court has approved the Settlement, and the Plan of Allocation.The claims administrator selected by Plaintiffs and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

The purpose of the Notice is to inform you of the existence of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Settlement Class if you had wished to do.  It is also being sent to inform you of the terms of the Court-Approved Settlement, and of a hearing that was held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation and the motion by Lead Counsel for an award of attorneys’ fees  and  reimbursement  of Litigation  Expenses  (the  “Settlement  Hearing”). The hearing was held on June 28, 2019.

The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action. The Court has approved the Settlement and the Plan of Allocation. Payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing.  Please be patient, as this process can take some time to complete.

This litigation stems from allegations regarding LSB’s purchase, disassembly, transportation and then attempted reassembly of a long dormant ammonia plant.

Dennis Wilson filed the instant action on September 25, 2015. Dkt. No. 1.   He was appointed Lead Plaintiff and his selection of Glancy Prongay & Murray LLP as Lead Counsel for the proposed class was approved by Order dated December 15, 2015 .  Dkt. No. 16.

On February 17, 2016, Lead Plaintiff filed the Corrected Amended Class Action Complaint for Violations of the Federal Securities Laws (“CAC”) against all Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act.  Dkt. No. 27. Among other things, the CAC alleged that, throughout the Settlement Class Period, Defendants failed to disclose that the Company had not conducted the detailed engineering work necessary to properly calculate the costs of a major construction project and that the project was both over budget and behind schedule.  The CAC further alleged that the prices of LSB publicly-traded securities were artificially inflated as a result of Defendants’ allegedly false and misleading statements, and declined when the truth was revealed.

On April 1, 2016, Defendants filed a motion to dismiss the CAC, which was followed by the filing of Lead Plaintiff’s opposition and Defendants’ reply.  Dkt. Nos. 33-34, 39, 43.  Additionally, on September 20, 2016, Lead Plaintiff filed a motion for leave to file a second amended complaint, which Defendants opposed.  Dkt. Nos. 45-46, 48.

The Court held oral argument on both the motion to dismiss and the motion for leave to file the second amended complaint on March 2, 2017.  From the bench, the Court denied Defendants’ motion to dismiss in its entirety and granted Lead Plaintiff’s motion for leave to file a second amended complaint. Dkt. No. 56.

On April 5, 2017, Lead Plaintiff filed and served his Corrected Second Amended Class Action Complaint (“SAC”). The SAC, like the CAC, asserted claims against all Defendants under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act.  The Complaint alleged claims substantially similar to those alleged in the CAC but also included allegations based on new information from a related litigation and additional allegations regarding the Individual Defendants’ control of the Company.

On April 10, 2017, Defendants answered the SAC.  Dkt. No. 70

Thereafter, discovery commenced.  During the course of discovery, Defendants produced approximately 2.7 million pages of documents and an additional 3.3 million pages of documents were produced pursuant to the more than twenty third-party subpoenas issued by Lead Counsel.

Prior to the filing of Plaintiffs’ motion for class certification, the Parties exchanged class certification expert, opposition, and rebuttal reports, and the Parties deposed each other’s experts. On September 15, 2017, Plaintiffs filed their class certification motion and the Parties expert reports (Dkt. Nos. 99-101). Following the depositions of both proposed class representatives, Dennis Wilson and Camelot, Defendants filed their opposition on October 6, 2017 (Dkt. No. 108), and Plaintiffs filed their reply on October 27, 2017.  Dkt. No. 112.

With discovery ongoing and class certification briefed, the Parties began to discuss the possibility of exploring whether a settlement could be reached through a mediation process.  The Parties selected Robert A. Meyer, Esq. of JAMS as mediator.  In advance of that session, the Parties exchanged, and provided to Mr. Meyer, detailed mediation statements and exhibits, which addressed the issues of class certification, liability and damages.  On March 1, 2018, the Parties participated in a full-day mediation session before experienced third-party mediator, Robert A. Meyer, Esq., in Los Angeles, California at the JAMS offices. The session ended without a settlement.

Following the unsuccessful mediation session, on March 19, 2018, Defendants filed a request for leave to file a supplemental response in opposition to Plaintiffs’ class certification motion.  Dkt. Nos. 130, 130-1.  On March 22, 2018, the Court granted Defendants’ request to allow supplemental briefing.  Dkt. No. 132.  On May 2, 2018, Defendants submitted under seal their supplemental brief in opposition to Plaintiffs’ motion for class certification, and on May 16, 2018, Plaintiffs submitted under seal their supplemental response.

With discovery ongoing and summary judgment fast approaching, the Parties decided to participate in a second mediation on July 25, 2018. In the time period between the two mediations, eighteen fact witnesses were deposed and Defendants and third parties supplemented their document productions with tens of thousands of additional pages of documents.

Following the unsuccessful mediation, discovery continued, with Plaintiffs deposing  LSB’s current Chief Executive Officer and Chief Financial Officer, and on August 9, 2018, Plaintiffs filed a letter motion requesting a 60-day extension of the fact and expert discovery cut-off deadlines and an increase of the deposition limit to 34 depositions per side.  Dkt. No. 145.  On August 13, 2018, Defendants opposed the request (Dkt. No. 151), and on August 14, 2018 Plaintiffs filed a reply letter.  Dkt. No. 141.  On August 16, 2018, Judge Gorenstein granted Plaintiffs’ letter motion in its entirety.  Dkt. No. 155.  On that same day, August 16, 2018, Magistrate Judge Gorenstein issued a 44-page Report and Recommendation that granted Plaintiffs’ class certification motion in its entirety.  Dkt. No. 154.

Despite being unable to reach a settlement at the July 25, 2018 mediation, the Parties continued their negotiations with the help of Mr. Meyer.  On August 23, 2018, Mr. Meyer issued a mediators’ proposal to settle this Action, which was ultimately agreed to by the Parties, and on August 27, 2018, the Parties informed the Court that they reached an agreement in principle to settle this action, subject to written memorialization.

Based on the investigation, substantial litigation, extensive discovery and two mediations that occurred during the case and Plaintiffs’ direct oversight of the prosecution of this matter and with the advice of their counsel, each of the Plaintiffs has agreed to settle and release the claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering, among other things, (a) the substantial financial benefit that Plaintiffs and the other members of the Settlement Class will receive under the Court-Approved Settlement; and (b) the significant risks and costs of continued litigation and trial.

Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden and expense of further protracted litigation.  Each of the Defendants denies any wrongdoing, and the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, or any other of the Defendants’ Releasees (defined in ¶ 39 of the Notice), with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, or could have, asserted.  Similarly, the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of either Plaintiffs of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants’ defenses to liability had any merit.

On February 25, 2019, the Court preliminary approved the Settlement, authorized the Postcard Notice to be mailed to potential Settlement Class Members and the Notice to be posted online and mailed to potential Settlement Class Members upon request, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

If you are a member of the Settlement Class, you are subject to the Court-Approved Settlement, unless you timely requested to be excluded.  The Settlement Class consists of:

all persons or entities that purchased or otherwise acquired LSB Common Stock or LSB Call Options, or sold LSB Put Options between November 7, 2014 and November 5, 2015, inclusive (the “Class Period”),
and were damaged thereby.

Excluded from the Settlement Class are Defendants; the officers and directors of the Company, at all relevant times; members of Defendants’ Immediate Families and their legal representatives, heirs, successors, or assigns; and any entity in which any of the Defendants have or had a controlling interest.  Also excluded from the Settlement Class are any persons or entities who or which excluded themselves by submitting a request for exclusion in accordance with the requirements set forth in the Notice.  The deadline to file for exclusion has passed.

PLEASE NOTE:  RECEIPT OF THE POSTCARD NOTICE DOES NOT MEAN THAT YOU ARE A SETTLEMENT CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. 

If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Claim Form that is available online at www.LSBSecuritiesLitigation.com or which can be mailed to you upon request to the Claims Administrator, and the required supporting documentation as set forth therein, postmarked no later than July 23, 2019. The deadline to file a Claim has passed.

Plaintiffs and Lead Counsel believe that the claims asserted against Defendants have merit.  They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against the Defendants through trial and appeals, as well as the very substantial risks they would face in establishing liability and damages.  Defendants had numerous avenues of attack that could preclude recovery or result in a substantial limiting of damages.  For example, Defendants were likely to have credible experts testify that the Individual Defendants’ conduct was not reckless and that the cost overruns were the result of unforeseen contractor negligence.  In fact, LSB is currently involved in litigation with certain contractors regarding the quality of their work on the project. Even if the hurdles to establishing liability were overcome, the amount of damages that could be attributed to the allegedly false statements would be hotly contested because other disclosures concerning financial results were made at the time of the alleged disclosure of the alleged fraud.  Plaintiffs would have to prevail at several stages – motions for summary judgment, trial, and if they prevailed on those, on the appeals that were likely to follow.  Thus, there were very significant risks attendant to the continued prosecution of the Action.

In light of these risks, the amount of the Settlement and the immediacy of recovery to the Settlement Class, Plaintiffs and Lead Counsel believe that the Court-Approved Settlement is fair, reasonable and adequate, and in the best interests of the Settlement Class.  Plaintiffs and Lead Counsel believe that the Court-Approved Settlement provides a substantial benefit to the Settlement Class, namely $18,450,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller, or no recovery after summary judgment, trial and appeals, possibly years in the future.

Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever.  Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation.  Accordingly, the Court-Approved Settlement may not be construed as an admission of any wrongdoing by Defendants.

If there were no Settlement and Plaintiffs failed to establish any essential legal or factual element of their claims against Defendants, neither Plaintiffs nor the other members of the Settlement Class would recover anything from Defendants.  Also, if Defendants were successful in proving any of their defenses, either at summary judgment, at trial or on appeal, the Settlement Class could recover substantially less than the amount provided in the Settlement, or nothing at all. The Court has approved the Settlement and the Plan of Allocation.

As a Settlement Class Member, you are represented by Plaintiffs and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” on page 25 of the Notice.

If you are a Settlement Class Member and do not wish to remain a Settlement Class Member, you could have excluded yourself from the Settlement Class by following the instructions in the section entitled “What If I Do Not Want To Be A Member Of The Settlement Class?  How Do I Exclude Myself?” on page 24 of the Notice. The deadline to file for exclusion has passed.

If you are a Settlement Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, and if you did not exclude yourself from the Settlement Class, you could have presented your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” below. The deadline to file an objection has passed.

If you are a Settlement Class Member and you did not exclude yourself from the Settlement Class, you will be bound by any orders issued by the Court.  The Court has approved the Settlement and the Court has entered a judgment (the “Judgment”).  The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Plaintiffs and each of the other Settlement Class Members, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Plaintiffs’ Claim (as defined in ¶ 38 of the Notice) against the Defendants and the other Defendants’ Releasees (as defined in ¶ 39 of the Notice), and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

“Released Plaintiffs’ Claims” means all claims, rights, demands, suits, liabilities, or causes of action, in law or in equity, accrued or unaccrued, fixed or contingent, direct, individual or representative, of every nature and description whatsoever, under federal, state, local, foreign law, or any other law, rule, or regulation, whether known or Unknown Claims, whether class or individual in nature, that (i) were asserted in the SAC, or (ii) could have been, or could in the future be, asserted against Defendants in any court of competent jurisdiction or any other adjudicatory tribunal, in connection with, arising out of, related to, based upon, in whole or in part, directly or indirectly, or in any way involving, the facts, transactions, events, occurrences, acts, disclosures, oral or written statements, representations, filings, publications, disseminations, press releases, presentations, accounting practices or procedures, omissions or failures to act which were alleged or described in the SAC, and arise out of the purchase, acquisition, sale and/or holding of LSB Securities during the Settlement Class Period, including any claims for breach of fiduciary duty.  Notwithstanding the foregoing, this release does not include (i) any claims filed by a shareholder who made a valid demand and/or filed a derivative suit prior to the date this Settlement Agreement was executed; and (ii) any claims relating to the enforcement of the Settlement or any claims of any person or entity who or which submitted a request for exclusion from the Settlement Class that was accepted by the Court.

“Defendants’ Releasees” means Defendants and their current and former officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, insurance companies, and attorneys, in their capacities as such.

“Unknown Claims” means any Released Plaintiffs’ Claims which Plaintiffs or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant or any other Defendants’ Releasee does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her or it, might have affected his, her or its decision(s) with respect to this Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Plaintiffs and Defendants shall expressly waive, and each of the other Settlement Class Members and each of the other Defendants’ Releasees shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Plaintiffs and Defendants acknowledge, and each of the other Settlement Class Members and each of the other Defendants’ Releasees shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Defendants’ Claim (as defined in ¶ 42 of the Notice) against Plaintiffs and the other Plaintiffs’ Releasees (as defined in ¶ 43 of the Notice), and shall forever be barred and enjoined from prosecuting any or all of the Released Defendants’ Claims against any of the Plaintiffs’ Releasees.

“Released Defendants’ Claims” means all claims and causes of action of every nature and description, whether known or Unknown Claims, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against the Defendants. This release does not include any claims relating to the enforcement of the Settlement or any claims against any person or entity who or which submitted a request for exclusion from the Settlement Class that was accepted by the Court.

“Plaintiffs’ Releasees” means Plaintiffs, all other plaintiffs in the Action, their respective attorneys, and all other Settlement Class Members, and their respective current and former officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and attorneys, in their capacities as such. 

To be eligible for a payment from the proceeds of the Court-Approved Settlement, you must be a member of the Settlement Class and you would have timely completed and returned the Claim Form with adequate supporting documentation postmarked no later than July 23, 2019. The deadline to file a Claim has passed. Please retain all records of your ownership of and transactions in LSB Securities, as they may be needed to document your Claim. If you requested exclusion from the Settlement Class or did not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund. 

At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement.

Pursuant to the Settlement, Defendants have agreed to pay or caused to be paid eighteen million four hundred fifty thousand dollars ($18,450,000) in cash. The Settlement Amount will be deposited into an escrow account. The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.” The Settlement has been approved by the Court and when the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (a) all federal, state and/or local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and expenses incurred in connection with providing notice to Settlement Class Members and administering the Settlement on behalf of Settlement Class Members; and (c) any attorneys’ fees and Litigation Expenses awarded by the Court) will be distributed to Settlement Class Members who submit valid Claim Forms, in accordance with the Court-Approved Plan.

The Court has approved the Settlement and the Plan of Allocation. The Net Settlement Fund will not be distributed unless and until the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalf are entitled to get back any portion of the Settlement Fund once the Court’s order or judgment approving the Settlement becomes Final.  Defendants shall not have any liability, obligation or responsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund or the plan of allocation. The Court has approved the Settlement and the Plan of Allocation.

The Approval of the Settlement was independent from the approval of the Plan of Allocation.  Any determination with respect to a plan of allocation will not affect the Settlement.

Unless the Court otherwise orders, any Settlement Class Member who fails to submit a Claim Form postmarked on or before July 23, 2019 shall be fully and forever barred from receiving payments pursuant to the Settlement but will in all other respects remain a Settlement Class Member and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given. This means that each Settlement Class Member releases the Released Plaintiffs’ Claims (as defined in ¶ 38 of the Notice) against the Defendants’ Releasees (as defined in ¶ 39 of the Notice) and will be enjoined and prohibited from filing, prosecuting, or pursuing any of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees whether or not such Settlement Class Member submits a Claim Form.

Participants in and beneficiaries of a plan covered by ERISA (“ERISA Plan”) should NOT include any information relating to their transactions in LSB Securities held through the ERISA Plan in any Claim Form that they may submit in this Action.  They should include ONLY those shares that they purchased or acquired outside of the ERISA Plan.  Claims based on any ERISA Plan’s purchases or acquisitions of LSB Securities during the Settlement Class Period may be made by the plan’s trustees.  To the extent any of the Defendants or any of the other persons or entities excluded from the Settlement Class are participants in the ERISA Plan, such persons or entities shall not receive, either directly or indirectly, any portion of the recovery that may be obtained from the Settlement by the ERISA Plan.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of any Settlement Class Member.

Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her or its Claim Form.

Only Settlement Class Members, i.e., persons and entities who purchased or otherwise acquired LSB Securities during the Settlement Class Period and were damaged as a result of such purchases or acquisitions will be eligible to share in the distribution of the Net Settlement Fund.  Persons and entities that are excluded from the Settlement Class by definition or that exclude themselves from the Settlement Class pursuant to request will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Claim Forms.  The only securities that are included in the Settlement are the LSB Securities.

Plaintiffs’ Counsel have not yet received any payment for their services in pursuing claims against the Defendants on behalf of the Settlement Class, nor have Plaintiffs’ Counsel been reimbursed for their out-of-pocket expenses. Before final approval of the Settlement, Lead Counsel will apply to the Court for an award of attorneys’ fees for all Plaintiffs’ Counsel in an amount not to exceed 33 1/3% of the Settlement Fund. At the same time, Lead Counsel also intends to apply for reimbursement of Litigation Expenses in an amount not to exceed $1,450,000, which may include an application for reimbursement of the reasonable costs and expenses (including lost wages) incurred by Plaintiffs directly related to their representation of the Settlement Class. The Court will determine the amount of any award of attorneys’ fees or reimbursement of Litigation Expenses. Such sums as may be approved by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.

Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless such person or entity mailed or delivered a written Request for Exclusion from the Settlement Class, addressed to Wilson v. LSB Industries, Inc. et al., EXCLUSIONS, c/o JND Legal Administration, P.O. Box 91236, Seattle, WA 98111-9336. The exclusion request must have been received no later than June 7, 2019. The deadline to file exclusion has passed. You will not be able to exclude yourself from the Settlement Class after that date. Each Request for Exclusion must: (a) state the name, address and telephone number of the person or entity requesting exclusion, and in the case of entities the name and telephone number of the appropriate contact person; (b) state that such person or entity “requests exclusion from the Settlement Class in Wilson v. LSB Industries, Inc. et al., Case No. 1:15-cv-07614”; (c) identify and state the number of all LSB Securities that the person or entity requesting exclusion purchased/acquired and/or sold during the Settlement Class Period (i.e., between November 7, 2014 and November 5, 2015, inclusive), as well as the dates and prices of each such purchase/acquisition and sale; and (d) be signed by the person or entity requesting exclusion or an authorized representative. A Request for Exclusion shall not be valid and effective unless it provides all the information called for in this paragraph and is received within the time stated above, or is otherwise accepted by the Court.

If you do not want to be part of the Settlement Class, you must follow these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any Released Plaintiffs’ Claim against any of the Defendants’ Releasees. 

If you ask to be excluded from the Settlement Class, you will not be eligible to receive any payment out of the Net Settlement Fund.

Defendants have the right to terminate the Settlement if valid requests for exclusion are received from persons and entities entitled to be members of the Settlement Class in an amount that exceeds an amount agreed to by Plaintiffs and Defendants.

Settlement Class Members do not need to attend the Settlement Hearing.  The Court will consider any submission made in accordance with the provisions below even if a Settlement Class Member does not attend the hearing.  You could have participated in the Settlement without attending the Settlement Hearing.

The Settlement Hearing was held on June 28, 2019 at 10:00 a.m., before the Honorable Ronnie Abrams in Courtroom 1506 of the United States Courthouse, Southern District of New York, 40 Foley Square, New York, NY 10007. The Court reserves the right to approve the Settlement, the Plan of Allocation, Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Settlement Class. The Court has approved the Settlement and Plan of Allocation.

Any Settlement Class Member who or which does not request exclusion may object to the Settlement, the proposed Plan of Allocation or Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses. Objections must be in writing. You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the Southern District of New York at the address set forth below on or before June 7, 2019. You must also serve the papers on Lead Counsel and on Defendants’ Counsel at the addresses set forth below so that the papers are received on or before June 7, 2019. The deadline to request objection has passed.