Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 1 of 14
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`--------------------------------------------------------
`SHIVA STEIN,
`
`
`Plaintiff,
`
`
`v.
`
`TIVITY HEALTH, INC., RICHARD
`ASHWORTH, ANTHONY M. SANFILIPPO,
`SARA J. FINLEY, ROBERT J. GRECZYN,
`JR., BETH M. JACOB, BRADLEY S.
`KARRO, STEPHANIE DAVIS
`MICHELMAN, and ERIN L. RUSSELL,
`
`
`Defendants.
`--------------------------------------------------------
`
`
`
`
`
`
`Civil Action No. 22-cv-3832
`
`COMPLAINT FOR VIOLATIONS OF
`SECTIONS 14(a) AND 20(a) OF THE
`SECURITIES EXCHANGE ACT OF
`1934
`
`JURY TRIAL DEMANDED
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`Shiva Stein (“Plaintiff”), by and through her attorneys, alleges the following upon
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`information and belief, including investigation of counsel and review of publicly-available
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`information, except as to those allegations pertaining to Plaintiff, which are alleged upon personal
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`knowledge:
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`1.
`
`This is an action brought by Plaintiff against Tivity Health, Inc. (“Tivity Health or
`
`the “Company”) and the members Tivity Health’s board of directors (the “Board” or the
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`“Individual Defendants” and collectively with the Company, the “Defendants”) for their violations
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`of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15
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`U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9 and 17 C.F.R. § 244.100, in
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`connection with the proposed acquisition of Tivity Health by affiliates of Stone Point Capital LLC
`
`(“Stone Point”).
`
`2.
`
`Defendants have violated the above-referenced sections of the Exchange Act by
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`causing a materially incomplete and misleading Preliminary Proxy Statement on Schedule 14A
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`

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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 2 of 14
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`(the “Proxy Statement”) to be filed on May 10, 2022 with the United States Securities and
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`Exchange Commission (“SEC”) and disseminated to Company stockholders. The Proxy
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`Statement recommends that Company stockholders vote in favor of a proposed transaction
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`whereby Titan-Atlas Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Titan-Atlas
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`Parent, Inc., an affiliate of Stone Point, will merge with and into Tivity Health, with Tivity Health
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`as the surviving entity (the “Proposed Transaction”). Pursuant to the terms of the definitive
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`agreement and plan of merger the companies entered into on April 5, 2022 (the “Merger
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`Agreement”), each Tivity Health stockholder will receive $32.50 in cash (the “Merger
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`Consideration”) for each Tivity Health share owned.
`
`1.
`
`As discussed below, Defendants have asked Tivity Health’s stockholders to support
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`the Proposed Transaction based upon the materially incomplete and misleading representations
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`and information contained in the Proxy Statement, in violation of Sections 14(a) and 20(a) of the
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`Exchange Act. Specifically, the Proxy Statement contains materially incomplete and misleading
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`information concerning the analyses performed by the Company’s financial advisor, Lazard Frères
`
`& Co. LLC (“Lazard”) in support of its fairness opinions.
`
`2.
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`It is imperative that the material information that has been omitted from the Proxy
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`Statement is disclosed to the Company’s stockholders prior to the forthcoming stockholder vote
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`so that they can properly exercise their corporate suffrage rights.
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`3.
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`For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin
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`Defendants from taking any steps to consummate the Proposed Transaction unless and until the
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`material information discussed below is disclosed to Tivity Health’s stockholders or, in the event
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`the Proposed Transaction is consummated, to recover damages resulting from the Defendants’
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`violations of the Exchange Act.
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`2
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 3 of 14
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`JURISDICTION AND VENUE
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`4.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.
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`5.
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`Personal jurisdiction exists over each Defendant either because the Defendant
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`conducts business in or maintains operations in this District, or is an individual who is either
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`present in this District for jurisdictional purposes or has sufficient minimum contacts with this
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`District as to render the exercise of jurisdiction over Defendant by this Court permissible under
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`traditional notions of fair play and substantial justice.
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`6.
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`Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. §
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`78aa, as well as under 28 U.S.C. § 1391, because the Company trades on the NASDAQ Stock
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`Exchange, headquartered in this District and the proxy solicitor for the Company, Innisfree M&A
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`Incorporated, is also headquartered in this District.
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`PARTIES
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`7.
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`Plaintiff is, and has been at all relevant times, the owner of Tivity Health stock and
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`has held such stock since prior to the wrongs complained of herein.
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`8.
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`Individual Defendant Richard Ashworth has served as a member of the Board since
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`2020 and is the President and Chief Executive Officer of the Company.
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`9.
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`Individual Defendant Anthony M. Sanfilippo has served as a member of the Board
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`since 2020.
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`10.
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`Individual Defendant Sara J. Finley has served as a member of the Board since
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`2018.
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`2015.
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`11.
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`Individual Defendant Robert J. Greczyn has served as a member of the Board since
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`3
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 4 of 14
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`12.
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`Individual Defendant Beth M. Jacob has served as a member of the Board since
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`13.
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`Individual Defendant Bradley S. Karro has served as a member of the Board since
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`2018.
`
`2014.
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`14.
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`Individual Defendant Stephanie Davis Michelman has served as a member of the
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`Board since 2022.
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`15.
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`Individual Defendant Erin L. Russell has served as a member of the Board since
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`2020.
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`16.
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`Defendant Tivity Health is a Delaware corporation and maintains its principal
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`offices at 701 Cool Springs Boulevard, Franklin, Tennessee 37067. The Company’s stock trades
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`on the NASDAQ Global Select Market under the symbol “TVTY.”
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`17.
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`The defendants identified in paragraphs 10-15 are collectively referred to as the
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`“Individual Defendants” or the “Board.”
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`18.
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`The defendants identified in paragraphs 10-16 are collectively referred to as the
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`“Defendants.”
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`SUBSTANTIVE ALLEGATIONS
`
`A.
`
`The Proposed Transaction
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`19.
`
`Tivity Health provides fitness and health products and solutions in the United
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`States. The Company offers SilverSneakers to members of Medicare Advantage, Medicare
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`Supplement, and group retiree plans; Prime Fitness, a fitness facility access program through
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`commercial health plans, employers, and other sponsoring organizations; virtual fitness
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`experiences, including live instructor-led classes; and WholeHealth living program, a continuum
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`of services related to complementary, alternative, and physical medicine. It also provides Wisely
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`Well brand meals designed to support individuals and caregivers who are seeking meal
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`4
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 5 of 14
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`convenience, as well as those recovering after a hospitalization or living with chronic conditions.
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`The Company was formerly known as Healthways, Inc. and changed its name to Tivity Health,
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`Inc. in January 2017. Tivity Health was incorporated in 1981 and is headquartered in Franklin,
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`Tennessee.
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`20.
`
`On April 5, 2022, the Company announced the Proposed Transaction:
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`NASHVILLE, Tenn., April 5, 2022 /PRNewswire/ -- Tivity
`Health® (Nasdaq: TVTY), a leading provider of healthy life-
`changing solutions, including SilverSneakers®, Prime® Fitness and
`WholeHealth Living®, today announced that it has entered into a
`definitive agreement to be acquired by funds managed by Stone
`Point Capital. Under the terms of the agreement, Tivity Health
`stockholders will receive $32.50 in cash per share, representing a
`total transaction value of $2.0 billion. Upon completion of the
`transaction, Tivity Health will become a privately held company,
`and its common stock will no longer be traded on Nasdaq.
`
`Anthony Sanfilippo, Chairman of the Board of Directors of Tivity
`Health, said, "This agreement with Stone Point creates immediate
`and substantial value for shareholders while ensuring the company
`continues to help SilverSneakers members live healthier, happier
`and more connected lives as a leading senior fitness and health
`improvement platform. This transaction is the culmination of an
`extensive review of strategic alternatives that the Board initiated
`after receiving an unsolicited proposal from Stone Point. As part of
`that review, the Board engaged with numerous potential acquirers
`with the assistance of outside advisors. The Board unanimously
`agreed that the transaction with Stone Point is the best opportunity
`for maximizing the value of Tivity Health. I am proud of what this
`company has accomplished for all stakeholders, in navigating the
`pandemic, streamlining and focusing the business, and executing on
`its strategy. Because of our team's incredible work and dedication,
`over the past twelve months, Tivity Health stock has delivered a
`return of approximately 40%, and since February 28, 2020, has
`delivered a 155% return."
`
`Richard Ashworth, President and Chief Executive Officer of Tivity
`Health commented, "Stone Point recognizes the value of our brands,
`our well-known senior fitness and health improvement platform,
`and our world-class team. In the past two years, we have
`strengthened the business and look forward to working with Stone
`Point as we continue to innovate and expand on the healthy, life-
`changing solutions we provide to members, clients and partners."
`
`5
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`

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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 6 of 14
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`Chuck Davis, CEO of Stone Point, said, "We have followed Tivity
`Health's success for many years and have admired the positive
`impact it has had on the health and well-being of seniors who
`participate in its programs. We believe that the company is well
`positioned to leverage its market leading SilverSneakers® brand to
`capitalize on attractive secular tailwinds. We look forward to
`working with the company to broaden its service offerings to seniors
`to assist them in leading healthier lives. Stone Point is thrilled to
`partner with the Tivity Health management team to support the
`company in its next phase of growth."
`
`Transaction Details
`
`
`The $32.50 in cash per share to be received by Tivity Health
`stockholders represents a 20% premium to the 90-day volume-
`weighted average price (VWAP) ending April 4, 2022. Fully
`committed debt financing has been obtained and the transaction is
`not subject to a financing condition. The transaction is expected to
`close in or prior to the third quarter of 2022, subject to the receipt of
`shareholder approval, regulatory approval and other customary
`closing conditions. Following completion of the transaction, Tivity
`Health will become a privately held company.
`Richard Ashworth will remain President and Chief Executive
`Officer of Tivity Health, upon closing of the transaction, and the
`Company will maintain its headquarters in Franklin, Tennessee and
`its campus location in Chandler, Arizona.
`
`Advisors
`Lazard is acting as the exclusive financial advisor to Tivity Health
`and Bass Berry & Sims PLC is serving as legal counsel to the
`Company. Truist Securities is acting as exclusive financial advisor
`to Stone Point and Kirkland & Ellis is serving as legal advisor to
`Stone Point.
`
`* * *
`
`21.
`
`The Board has unanimously agreed to the Proposed Transaction. It is therefore
`
`
`
`imperative that Tivity Health’s stockholders are provided with the material information that has
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`been omitted from the Proxy Statement, so that they can meaningfully assess whether or not the
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`Proposed Transaction is in their best interests prior to the forthcoming stockholder vote.
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`6
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 7 of 14
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`B.
`
`The Materially Incomplete and Misleading Proxy Statement
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`22.
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`On May 10, 2022, Tivity Health filed the Proxy Statement with the SEC in
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`connection with the Proposed Transaction. The Proxy Statement was furnished to the Company’s
`
`stockholders and solicits the stockholders to vote in favor of the Proposed Transaction. The
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`Individual Defendants were obligated to carefully review the Proxy Statement before it was filed
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`with the SEC and disseminated to the Company’s stockholders to ensure that it did not contain any
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`material misrepresentations or omissions. However, the Proxy Statement misrepresents and/or
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`omits material information that is necessary for the Company’s stockholders to make an informed
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`decision concerning whether to vote in favor of the Proposed Transaction, in violation of Sections
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`14(a) and 20(a) of the Exchange Act.
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`Omissions and/or Material Misrepresentations Concerning Financial Projections
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`23.
`
`The Proxy Statement fails to provide material information concerning financial
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`projections by Tivity Health management and relied upon by Lazard in its analyses. The Proxy
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`Statement discloses management-prepared financial projections for the Company which are
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`materially misleading. The Proxy Statement indicates that in connection with the rendering of its
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`fairness opinion, that the Company prepared certain non-public financial forecasts (the “Company
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`Projections”) and provided them to the Board and Lazard with forming a view about the stand-
`
`alone valuation of the Company. Accordingly, the Proxy Statement should have, but fails to
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`provide, certain information in the projections that Tivity Health management provided to the
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`Board and Lazard. Courts have uniformly stated that “projections … are probably among the most
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`highly-prized disclosures by investors. Investors can come up with their own estimates of discount
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`rates or [] market multiples. What they cannot hope to do is replicate management’s inside view
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`of the company’s prospects.” In re Netsmart Techs., Inc. S’holders Litig., 924 A.2d 171, 201-203
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`(Del. Ch. 2007).
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`7
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 8 of 14
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`24.
`
`For the Company Projections, the Proxy Statement provides values for non-GAAP
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`(Generally Accepted Accounting Principles) financial metrics: Adjusted EBITDA and Unlevered
`
`Free Cash Flow, but fails to provide a reconciliation of the non-GAAP metrics to their most
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`comparable GAAP measures, in direct violation of Regulation G and consequently Section 14(a).
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`25. When a company discloses non-GAAP financial measures in a Proxy Statement
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`that were relied on by a board of directors to recommend that stockholders exercise their corporate
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`suffrage rights in a particular manner, the company must, pursuant to SEC regulatory mandates,
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`also disclose all projections and information necessary to make the non-GAAP measures not
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`misleading, and must provide a reconciliation (by schedule or other clearly understandable
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`method) of the differences between the non-GAAP financial measure disclosed or released with
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`the most comparable financial measure or measures calculated and presented in accordance with
`
`GAAP. 17 C.F.R. § 244.100.
`
`26.
`
`The SEC has noted that:
`
`companies should be aware that this measure does not have a
`uniform definition and its title does not describe how it is calculated.
`Accordingly, a clear description of how this measure is calculated,
`as well as the necessary reconciliation, should accompany the
`measure where
`it
`is used. Companies should also avoid
`inappropriate or potentially misleading
`inferences about
`its
`usefulness. For example, "free cash flow" should not be used in a
`manner that inappropriately implies that the measure represents the
`residual cash flow available for discretionary expenditures, since
`many companies have mandatory debt service requirements or other
`non-discretionary expenditures that are not deducted from the
`measure.1
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`Thus, to cure the Proxy Statement and the materially misleading nature of the
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`27.
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`forecasts under SEC Rule 14a-9 as a result of the omitted information in the Proxy Statement,
`
`
`1 U.S. Securities and Exchange Commission, Non-GAAP Financial Measures, last updated April
`4, 2018, available at: https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
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`8
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 9 of 14
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`Defendants must provide a reconciliation table of the non-GAAP measures to the most comparable
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`GAAP measures to make the non-GAAP metrics included in the Proxy Statement not misleading.
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`Omissions and/or Material Misrepresentations Concerning Financial Analyses
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`28. With respect to Lazard’s Discounted Cash Flow Analysis, the Proxy Statement fails
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`to disclose: (i) the range of implied terminal values for Tivity Health; (ii) the inputs and
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`assumptions underlying the use of the perpetuity growth rates of 2.0% to 3.0%; (iii) the inputs and
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`assumptions underlying the use of the discount rates of 10.00% to 11.00%; (iv) the Company’s
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`weighted average cost of capital and the inputs used for its calculation; and (v) the Company’s net
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`debt as of March 31, 2022.
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`29. With respect to Lazard’s Public Company Trading Analysis, the Proxy Statement
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`fails to disclose the financial metrics and multiples for each company selected for the analysis.
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`30. With respect to Lazard’s Precedent Transactions Analysis, the Proxy Statement
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`fails to disclose the financial metrics for each transaction selected for the analysis, including: (i)
`
`the implied total enterprise value of each transaction and (ii) each target company’s estimated
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`TEV/LTM Adjusted EBITDA.
`
`31. With respect to Lazard’s Illustrative Leveraged Buyout Analysis, the Proxy
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`Statement fails to disclose: (i) the inputs and assumptions underlying the required internal rate of
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`return in the range of 15.0% to 25.0%; (ii) the inputs and assumptions underlying a total leverage
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`ratio of approximately 6.7x to the Company’s estimated LTM Adjusted EBITDA as of March 31,
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`2022; and (iii) the inputs and assumptions underlying an exit multiple of 12.0x.
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`32. With respect to Lazard’s Premiums Paid Analysis, the Proxy Statement fails to
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`disclose the companies selected and reviewed and the premiums paid for those target companies.
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`9
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 10 of 14
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`33. With respect to Lazard’s Equity Research Analyst Price Targets analysis, the Proxy
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`Statement fails to disclose the Wall Street research analysts and their published price targets for
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`the Company.
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`34.
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`In sum, the omission of the above-referenced information renders statements in the
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`Proxy Statement materially incomplete and misleading in contravention of the Exchange Act.
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`Absent disclosure of the foregoing material information prior to the special stockholder meeting
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`to vote on the Proposed Transaction, Plaintiff will be unable to make a fully-informed decision
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`regarding whether to vote in favor of the Proposed Transaction, and she is thus threatened with
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`irreparable harm, warranting the injunctive relief sought herein.
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`CLAIMS FOR RELIEF
`
`COUNT I
`
`On Behalf of Plaintiff Against All Defendants for Violations of
`Section 14(a) of the Exchange Act and Rule 14a-9 and 17 C.F.R. § 244.100
`
`35.
`
`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`
`
`herein.
`
`36.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
`
`Act, provides that proxy communications with stockholders shall not contain “any statement
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`which, at the time and in the light of the circumstances under which it is made, is false or
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`misleading with respect to any material fact, or which omits to state any material fact necessary in
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`order to make the statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.
`
`37.
`
`Defendants have issued the Proxy Statement with the intention of soliciting
`
`stockholder support for the Proposed Transaction. Each of the Defendants reviewed and
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`authorized the dissemination of the Proxy Statement and the use of their name in the Proxy
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`Statement, which fails to provide critical information regarding, among other things, the financial
`
`10
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 11 of 14
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`projections that were prepared by the Company and relied upon by the Board in recommending
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`the Company’s stockholders vote in favor of the Proposed Transaction.
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`38.
`
`In so doing, Defendants made untrue statements of fact and/or omitted material
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`facts necessary to make the statements made not misleading. Each of the Individual Defendants,
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`by virtue of their roles as officers and/or directors, were aware of the omitted information but failed
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`to disclose such information, in violation of Section 14(a). The Individual Defendants were
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`therefore negligent, as they had reasonable grounds to believe material facts existed that were
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`misstated or omitted from the Proxy Statement, but nonetheless failed to obtain and disclose such
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`information to stockholders although they could have done so without extraordinary effort.
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`39.
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`Defendants were, at the very least, negligent in preparing and reviewing the Proxy
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`Statement. The preparation of a Proxy Statement by corporate insiders containing materially false
`
`or misleading statements or omitting a material fact constitutes negligence. Defendants were
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`negligent in choosing to omit material information from the Proxy Statement or failing to notice
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`the material omissions in the Proxy Statement upon reviewing it, which they were required to do
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`carefully. Indeed, Defendants were intricately involved in the process leading up to the signing of
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`the Merger Agreement and the preparation and review of strategic alternatives.
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`40.
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`The misrepresentations and omissions in the Proxy Statement are material to
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`Plaintiff, who will be deprived of her right to cast an informed vote if such misrepresentations and
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`omissions are not corrected prior to the vote on the Proposed Transaction. Plaintiff has no adequate
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`remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff be fully
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`protected from the immediate and irreparable injury that Defendants’ actions threaten to inflict.
`
`COUNT II
`
`On Behalf of Plaintiff Against the Individual Defendants for Violations of Section 20(a) of
`the Exchange Act
`
`
`11
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`41.
`
`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`herein.
`
`42.
`
`The Individual Defendants acted as controlling persons of Tivity Health within the
`
`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
`
`directors of Tivity Health, and participation in and/or awareness of the Company’s operations
`
`and/or intimate knowledge of the incomplete and misleading statements contained in the Proxy
`
`Statement filed with the SEC, they had the power to influence and control and did influence and
`
`control, directly or indirectly, the decision making of Tivity Health, including the content and
`
`dissemination of the various statements that Plaintiff contends are materially incomplete and
`
`misleading.
`
`43.
`
`Each of the Individual Defendants was provided with or had unlimited access to
`
`copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to
`
`and/or shortly after these statements were issued and had the ability to prevent the issuance of the
`
`statements or cause the statements to be corrected.
`
`44.
`
`In particular, each of the Individual Defendants had direct and supervisory
`
`involvement in the day-to-day operations of Tivity Health, and, therefore, is presumed to have had
`
`the power to control or influence the particular transactions giving rise to the Exchange Act
`
`violations alleged herein, and exercised the same. The omitted information identified above was
`
`reviewed by the Board prior to voting on the Proposed Transaction. The Proxy Statement at issue
`
`contains the unanimous recommendation of the Board to approve the Proposed Transaction. The
`
`Individual Defendants were thus directly involved in the making of the Proxy Statement.
`
`45.
`
`In addition, as the Proxy Statement sets forth at length, and as described herein, the
`
`Individual Defendants were involved in negotiating, reviewing, and approving the Merger
`
`12
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 13 of 14
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`Agreement. The Proxy Statement purports to describe the various issues and information that the
`
`Individual Defendants reviewed and considered. The Individual Defendants participated in
`
`drafting and/or gave their input on the content of those descriptions.
`
`46.
`
`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
`
`of the Exchange Act.
`
`47.
`
`As set forth above, the Individual Defendants had the ability to exercise control
`
`over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9, by
`
`their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these
`
`defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
`
`result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
`
`48.
`
`Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s
`
`equitable powers can Plaintiff be fully protected from the immediate and irreparable injury that
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`Defendants’ actions threaten to inflict.
`
`RELIEF REQUESTED
`
`WHEREFORE, Plaintiff demands injunctive relief in her favor and against the Defendants
`
`jointly and severally, as follows:
`
`A.
`
`Preliminarily and permanently enjoining Defendants and their counsel, agents,
`
`employees and all persons acting under, in concert with, or for them, from proceeding with,
`
`consummating, or closing the Proposed Transaction, unless and until Defendants disclose the
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`material information identified above which has been omitted from the Proxy Statement;
`
`B.
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`Rescinding, to the extent already implemented, the Merger Agreement or any of
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`the terms thereof, or granting Plaintiff rescissory damages;
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`C.
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`Directing the Defendants to account to Plaintiff for all damages suffered as a result
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`of their wrongdoing;
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`13
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`Case 1:22-cv-03832 Document 1 Filed 05/11/22 Page 14 of 14
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`D.
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`Awarding Plaintiff the costs and disbursements of this action, including reasonable
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`attorneys’ and expert fees and expenses; and
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`E.
`
`Granting such other and further equitable relief as this Court may deem just and
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`proper.
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`JURY DEMAND
`
`Plaintiff demands a trial by jury.
`
`Dated: May 11, 2022
`
`
`
`
`
`
`
`By:
`
`
`
`MELWANI & CHAN LLP
`
`/s/ Gloria Kui Melwani
`Gloria Kui Melwani
`1180 Avenue of the Americas, 8th Fl.
`New York, NY 10036
`Telephone: (212) 382-4620
`Email: gloria@melwanichan.com
`
`Attorneys for Plaintiff
`
`14
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`