Professional Documents
Culture Documents
JUDGE SULLIVAN
James A. Hunter (JH-1910) 1
HUNTER & KMIEC
150 East 44th Street, No. 9A
New York, New York 10017
Tel: (646) 666-0122
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E-Mail: hunter@hunterkmiec.com.
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Attorneys for Plaintiff
TD7N. y. i
CASHierat
201111 1
SOUTHERN DISTRICT OF NEW YORK i
EMMIS COMMUNICATIONS CORPORATION,
v. No.
Defendants.
Act of 1934, as amended (the "Act"), 15 U.S.C. 78p(b). Jurisdiction is conferred upon
Act because some or all of the Defendants are found in and transact business in this
District and because some or all of the transactions described herein occurred in this
District.
THE PARTIES
Delaware limited partnership whose principal place of business is located at 885 Third
Distressed Opportunities Fund GP, LLC) (“Alden LLC”) is a Delaware limited liability
company whose principal place of business is located at 885 Third Avenue, New York,
New York 10022. Alden LLC is the sole general partner of Alden LP.
Alden LP and Alden LLC, the “Defendants”) is a natural person whose principal place of
business is located at 885 Third Avenue, New York, New York 10022. Smith is the
STATUTORY REQUISITES
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Case 1:11-cv-01946-RJS Document 1 Filed 03/21/11 Page 3 of 9
was registered pursuant to Section 12 of the Act, 15 U.S.C. 78l, and was listed for
violations described herein or within two years of the time when reports required by
Section 16(a) of the Act, 15 U.S.C. 78p(a), setting forth the substance of the
transactions here complained of were first filed with the U.S. Securities and Exchange
Commission (“SEC”).
FACTUAL ALLEGATIONS
serious of transactions resulting in the purchase and sale of the Company’s Class A
cash-settled equity swap agreement with a third party referencing 9, 400 shares of the
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Case 1:11-cv-01946-RJS Document 1 Filed 03/21/11 Page 4 of 9
13. For purposes of Section 16 of the Act and the rules and regulations
of the SEC thereunder, the Defendants’ entry into the agreement described in
paragraph 12 above was equivalent in all relevant respects to the non-exempt purchase by
Defendants of 9, 400 shares of the Company’s Class A common stock at the price of
$0.88 per share, such price being the contemporaneous market price of the Company’s
cash-settled equity swap agreement with a third party referencing 83, 900 shares of the
15. For purposes of Section 16 of the Act and the rules and regulations
of the SEC thereunder, the Defendants’ entry into the agreement described in
paragraph 14 above was equivalent in all relevant respects to the non-exempt purchase by
Defendants of 83, 900 shares of the Company’s Class A common stock at the price of
$0.90 per share, such price being the contemporaneous market price of the Company’s
cash-settled equity swap agreement with a third party referencing 12, 857 shares of the
17. For purposes of Section 16 of the Act and the rules and regulations
of the SEC thereunder, the Defendants’ entry into the agreement described in
paragraph 16 above was equivalent in all relevant respects to the non-exempt purchase by
Defendants of 12, 857 shares of the Company’s Class A common stock at the price of
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Case 1:11-cv-01946-RJS Document 1 Filed 03/21/11 Page 5 of 9
$0.90 per share, such price being the contemporaneous market price of the Company’s
cash-settled equity swap agreement with a third party referencing 200, 000 shares of the
19. For purposes of Section 16 of the Act and the rules and regulations
of the SEC thereunder, the Defendants’ entry into the agreement described in
paragraph 18 above was equivalent in all relevant respects to the non-exempt purchase by
Defendants of 200, 000 shares of the Company’s Class A common stock at the price of
$1.00 per share, such price being the contemporaneous market price of the Company’s
Section 16 Number
Date of Transaction Treatment of Shares Price per Share
Purchase of Class A
February 25, 2010 9,400 $0.88
Common Stock
Purchase of Class A
March 12010 83900 $0.90
Common Stock,
Purchase of Class A
March 12010 12857 $0.90
Common Stock,
Purchase of Class A
March 192010 200000 $1.00
Common Stock,
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Case 1:11-cv-01946-RJS Document 1 Filed 03/21/11 Page 6 of 9
equity swap agreements, referencing at total of not less than 250, 000 shares of the
22. For purposes of Section 16 of the Act and the rules and regulations
of the SEC thereunder, the termination of the Defendants’ cash-settled equity swap
the non-exempt sale by Defendants of a total of not less than 250, 000 shares of the
Company’s Class A common stock at the price of $2.20 per share, such price being the
contemporaneous market price of the Company’s Class A common stock on the open
Sale of Class A
April27, 2010 4,400 $2.20
Common Stock
Sale of Class A
April 27, 2010 4, 800 $2.20
Common Stock
Sale of Class A
April 27, 2010 4,400 $2.20
Common Stock
Sale of Class A
April 27, 2010 5,400 $2.20
Common Stock
Sale of Class A
April 27, 2010 10, 400 $2.20
Common Stock
Sale of Class A
April 27, 2010 40, 400 $2.20
Common Stock
Sale of Class A
April 27, 2010 34, 000 $2.20
Common Stock
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Case 1:11-cv-01946-RJS Document 1 Filed 03/21/11 Page 7 of 9
Sale of Class A
April27, 2010 16, 400 $2.20
Common Stock
Sale of Class A
April 27, 2010 15, 300 $2.20
Common Stock
Sale of Class A
April 27, 2010 76, 500 $2.20
Common Stock
Sale of Class A
April 27, 2010 38, 000 $2.20
Common Stock
within six months of, and at prices higher than, certain of the purchases described in
the shares of the Company’s Class A common stock purchased and sold as described in
profits pursuant to Section 16(b) of the Act, Defendants realized recoverable profits as a
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Case 1:11-cv-01946-RJS Document 1 Filed 03/21/11 Page 8 of 9
errors of detail attributable to gaps or inaccuracies in the public record, the failure of any
Defendant to file accurate reports as required by Section 16(a) of the Act, or against the
discovery or execution of additional short-swing trades during the course of this action.
class of the Company’s equity (or derivative securities thereof) within less than six
months while a holder of in excess of 10% of the outstanding shares of any class of the
identified by Plaintiff with specificity because they have not been publicly reported, or
have not been accurately reported, and because Defendants have failed or refused to
disclose these trades (or the absence thereof) upon inquiry from Plaintiff’s counsel.
above.
matched against each other (or with other sales and purchases described herein) using the
“lowest-in, highest-out” method to arrive at profits, their exact amount being unknown to
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Case 1:11-cv-01946-RJS Document 1 Filed 03/21/11 Page 9 of 9
(a) Requiring each Defendant to account for and pay over to Plaintiff the
Section 16(b) of the Act, together with appropriate pre- and post-judgment
(c) Granting to Plaintiff such other further relief as the Court may deem just
and proper.
By:.
Ja es A. Hunter
East 44th Street, No. 9A
New York, New York 10017
Tel: (646) 666-0122
Fax: (646) 462-3356
E-Mail: hunter@hunterkmiec.com
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