In re Lyft Inc. Securities Litigation

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 IN RE LYFT INC. SECURITIES Case No. 19-cv-02690-HSG LITIGATION 8 ORDER GRANTING MOTION FOR PRELIMINARY APPROVAL 9 Re: Dkt. No. 249 10 11

12 13 Before the Court is the motion for preliminary approval of class action settlement. See 14 Dkt. No. 249 (“Mot.”). The Court held hearings on the motion on September 15 and November 15 17, 2022. See Dkt. Nos. 268, 286. The parties submitted several revisions to the settlement 16 agreement and proposed class notice. See Dkt. Nos. 276, 291, 293. The Court GRANTS the 17 motion. 18 I. BACKGROUND 19 A. Factual Allegations and Procedural Background 20 Plaintiffs purchased shares of Defendant Lyft Inc.’s common stock when Lyft went public 21 through an Initial Public Offering (“IPO”) on March 28, 2019. See Dkt. No. 252 (“SAC”) ¶¶ 3, 5, 22 31. Plaintiffs bring this securities class action against Lyft and certain of its officers and directors 23 regarding representations in Lyft’s IPO Registration Statement. See id. ¶¶ 2, 32–45. Plaintiffs 24 allege that the Registration Statement misrepresented and failed to disclose (1) the potential for 25 reputational damage and legal liability due to sexual assault allegations against drivers; (2) that 26 Lyft’s market share was shrinking because of a price war with Uber; and (3) safety issues with 27 Lyft’s bike sharing program. See id. ¶ 45. 1 and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k, 77o. Id. ¶¶ 187–98. 2 In August 2021, the Court certified a class of “[a]ll persons and entities who purchased or 3 otherwise acquired the common stock of Lyft issued and traceable to the IPO Registration 4 Statement.” Dkt. No. 177 at 12–13. The Court appointed Rick Keiner as Class Representative 5 and Block & Leviton LLP as Class Counsel. Id. at 13. 6 B. State Action 7 Certain members of the proposed Settlement Class are also the proposed lead plaintiffs 8 (“State Plaintiffs”) in a related putative class action (“State Action”) pending in California 9 Superior Court, In re Lyft, Inc. Securities Litigation, No. CGC-19-575293 (Cal. Super. Ct., S.F. 10 Cnty.). See Dkt. No. 293-1 (“Settlement Agreement” or “SA”) § 1.30. State Plaintiffs who had 11 previously opted out of the class sought to intervene in this case. See Dkt. No. 257. After the 12 preliminary approval hearing, the parties agreed to allow those who had opted out of the class to 13 opt back in. See Dkt. No. 275. The State Plaintiffs withdrew their motion to intervene as moot. 14 See Dkt. No. 283 at 1. 15 C. Settlement Agreement 16 In November 2021, the parties participated in formal mediation with David Murphy of 17 Phillips ADR. Mot. at 5; Dkt. No. 249-1 (“Block Decl.”) ¶¶ 49–55. In February 2022, the parties 18 agreed in principle to the mediator’s recommendation to settle for $25 million. Mot. at 5; Block 19 Decl. ¶ 55. In June 2022, the parties executed a settlement agreement. See Dkt. No. 249-2 at 20 29–31. In response to concerns raised by the Court at the preliminary approval hearing in 21 September 2022, the parties executed a revised settlement agreement. See Dkt. Nos. 276, 276-1. 22 The primary changes to the settlement agreement were (1) a revised definition of “Released 23 Claims,” (2) a provision allowing those who opted out of the class to opt back in, and (3) a revised 24 allocation plan that allowed class members to receive a minimum of $10. See Dkt. No. 276 ¶ 4. 25 After the court raised additional concerns about the proposed cy pres recipient, the parties 26 submitted a further revised settlement agreement in November 2022. See Dkt. No. 293. 27 The key terms are as follows: 1 purchased or otherwise acquired the common stock of Lyft issued and traceable to the IPO 2 Registration Statement (between March 28, 2019, and August 19, 2019).” SA § 1.3; see also Dkt. 3 No. 293-3 (“Class Notice” or “CN”) at 7. 4 Settlement Benefits: Defendant Lyft, Inc. will make a $25 million non-reversionary 5 payment. SA §§ 1.26, 6.8. Lyft will pay into an interest-bearing escrow account in three 6 installments: $500,000 to cover reasonable class notice costs within ten days of preliminary 7 approval and receipt of instructions from Lead Counsel, half of the remainder at least five days 8 before the final approval hearing, and the rest within ten days of final approval. Id. § 3.1. 9 The settlement fund includes notice and administration expenses, taxes and tax expenses, 10 Court-approved attorneys’ fees and costs, any award to Lead Plaintiff as allowed under the Private 11 Securities Litigation Reform Act of 1995 (“PSLRA”), and any other Court-approved fees or 12 expenses. Id. §§ 1.16, 6.3. Payments to class members will be distributed per the allocation plan 13 on a pro rata basis. Id. §§ 6.3(e), 6.7. Each class member must submit a proof of claim and 14 release form to the Claims Administrator within 90 days of the notice date to be eligible for 15 payment. Id. § 6.5. Payments will be calculated based on the “recognized loss” for each share, 16 using a method that tracks the statutory formula under Section 11 of the Securities Act. CN at 17 14–15. The estimated average recovery per share is 77 cents and authorized claimants will receive 18 a minimum of $10.00. Id. at 2, 15. 19 Cy Pres Distribution: Defendants will not have a reversionary interest in the settlement 20 fund if there is a balance remaining after distribution. SA § 6.8. Instead, Lead Counsel will make 21 further distributions to authorized claimants until the balance remaining is de minimis. Id. Any 22 remaining balance will be donated to the Bluhm Legal Clinic Center for Litigation and Investor 23 Protection at Northwestern University Pritzker School of Law. Id. 24 Release: Under the Settlement Agreement, Lead Plaintiff and the Class will release: 25 [A]ny and all claims and causes of action of every nature and description whatsoever as against the Released Defendant Parties, that have been or could have been asserted in this 26 or any other action that (a) arise out of, are based upon, or relate in any way to any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or 27 omissions involved, set forth, alleged or referred to in this action, or which could have purchase, acquisition, holding, sale, or disposition of any Lyft securities acquired pursuant 1 and/or traceable to Lyft’s Registration Statement, including Unknown Claims as defined 2 below, whether arising under federal, state, local, common, statutory, administrative, or foreign law, or any other law, rule, or regulation, at law or in equity, whether fixed or 3 contingent, whether foreseen or unforeseen, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, whether direct, representative, 4 class, or individual in nature. 5 SA §§ 1.22, 5.1; CN at 9–10. The release includes “Unknown Claims” as defined in the 6 Settlement Agreement. SA § 1.33. Lead Plaintiff and the Class agree to “expressly waive, and be 7 deemed to have waived, to the fullest extent permitted by law, the provisions, rights, and benefits 8 of California Civil Code § 1542,” along with “any and all provisions, rights, and benefits 9 conferred by law of any state or territory of the United States, or principle of common law that are 10 similar, comparable, or equivalent to California Civil Code § 1542.” SA §§ 1.33, 5.1; CN at 11. 11 Class Notice: A third-party settlement administrator will mail class notice and claim forms 12 to all shareholders previously identified by the administrator during the class certification notice 13 period. SA § 6.2. The notice and proof of claim and release forms will also be posted on the 14 settlement administrator website at www.LyftIPOLitigation.com. Id.; CN at 2. The notice will be 15 published once in the national edition of The Wall Street Journal and once over a national 16 newswire service. Id.; see also Block Decl. ¶¶ 56–57. 17 Opt-Out Procedure: The deadlines for a class member to opt out or object to the settlement 18 are twenty-one days and thirty-five days prior to the final approval hearing, respectively. See Dkt. 19 No. 276-3 ¶¶ 10, 13. Defendant retains the right to withdraw if the number of opt-outs reaches an 20 agreed-upon threshold. SA § 8.3. The threshold is set out in a confidential supplemental 21 agreement, which the parties have filed provisionally under seal for the Court’s review. See Dkt. 22 No. 296. 23 Miscellaneous Provisions: Defendants will, “as soon as reasonably practicable following 24 entry of Judgment, move for the denial with prejudice of class certification in the State Action.” 25 SA § 9.1. 26 Service Award: Lead Plaintiff may apply for reimbursement of reasonable costs and 27 expenses related to representation of the Class, not to exceed $10,000, consistent with the PSLRA 1 Attorneys’ Fees and Costs: Class Counsel intends to file an application for attorneys’ fees 2 not to exceed 25% of the settlement fund, or $6,250,000, and costs not to exceed $550,000 for 3 litigation expenses reasonably incurred while prosecuting this case. Id. 4 II. PROVISIONAL CLASS CERTIFICATION 5 The Court previously certified a class under Federal Rule of Civil Procedure 23(b)(3). 6 Dkt. No. 177. Thus, “the only information ordinarily necessary is whether the proposed 7 settlement calls for any change in the class certified, or of the claims, defenses, or issues regarding 8 which certification was granted.” Fed. R. Civ. P. 23 Advisory Committee’s Note to 2018 9 Amendment. The proposed Settlement Class is identical to the class already certified by the 10 Court. See SA § 1.2. Though the Second Amended Complaint became the operative complaint 11 after class certification, the added allegations do not alter the Court’s Rule 23 analysis. See Dkt. 12 Nos. 248, 250. Class members continue to share the same legal claims under the Securities Act. 13 Accordingly, there is no need to revisit the Court’s prior analysis and the Court provisionally 14 certifies the Settlement Class. See Ramirez v. Trans Union, LLC, No. 12-CV-00632-JSC, 2022 15 WL 2817588, at *3 (N.D. Cal. July 19, 2022). 16 III. PRELIMINARY SETTLEMENT APPROVAL 17 Finding that provisional class certification is appropriate, the Court considers whether it 18 should preliminarily approve the parties’ class action settlement. 19 A. Legal Standard 20 Federal Rule of Civil Procedure 23(e) provides that “[t]he claims, issues, or defenses of a 21 certified class—or a class proposed to be certified for purposes of settlement—may be settled . . . 22 only with the court’s approval.” Fed. R. Civ. P. 23(e). “The purpose of Rule 23(e) is to protect 23 the unnamed members of the class from unjust or unfair settlements affecting their rights.” In re 24 Syncor ERISA Litig., 516 F.3d 1095, 1100 (9th Cir. 2008). Accordingly, before a district court 25 approves a class action settlement, it must conclude that the settlement is “fundamentally fair, 26 adequate and reasonable.” In re Heritage Bond Litig., 546 F.3d 667, 674–75 (9th Cir. 2008). 27 Where the parties reach a class action settlement prior to class certification, district courts 1 under Rule 23(e).” Dennis v. Kellogg Co., 697 F.3d 858, 864 (9th Cir. 2012) (quotations omitted). 2 Such settlement agreements “‘must withstand an even higher level of scrutiny for evidence of 3 collusion or other conflicts of interest than is ordinarily required under Rule 23(e) before securing 4 the court’s approval as fair.’” Roes, 1-2 v. SFBSC Mgmt., LLC, 944 F.3d 1035, 1048–49 (9th Cir. 5 2019) (quoting In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 946 (9th Cir. 2011)). A 6 more “exacting review is warranted to ensure that class representatives and their counsel do not 7 secure a disproportionate benefit at the expense of the unnamed plaintiffs who class counsel had a 8 duty to represent.” Id. (quotations omitted). 9 “The Court cannot . . . fully assess [the fairness] factors until after the final approval 10 hearing; thus, a full fairness analysis is unnecessary at this stage.” Uschold v. NSMG Shared 11 Servs., LLC, 333 F.R.D. 157, 169 (N.D. Cal. 2019) (quotation omitted). “At the preliminary 12 approval stage, the settlement need only be potentially fair.” Id. (quotation omitted). Preliminary 13 approval is appropriate if the proposed settlement: (1) appears to be the product of serious, 14 informed, non-collusive negotiations; (2) does not grant improper preferential treatment to class 15 representatives or other segments of the class; (3) falls within the range of possible approval; and 16 (4) has no obvious deficiencies. See In re Tableware Antitrust Litig., 484 F. Supp. 2d 1078, 1079 17 (N.D. Cal. 2007). Courts lack the authority, however, to “delete, modify or substitute certain 18 provisions. The settlement must stand or fall in its entirety.” Dennis, 697 F.3d at 868 (quotation 19 omitted). 20 B. Analysis 21 i. Evidence of Conflicts and Signs of Collusion 22 The first factor the Court considers is whether there is evidence of collusion or other 23 conflicts of interest. See Roes, 944 F.3d at 1049. The Ninth Circuit has directed district courts to 24 look for “subtle signs of collusion,” which include whether counsel will receive a disproportionate 25 distribution of the settlement, whether the parties negotiate a “‘clear sailing’ arrangement (i.e., an 26 arrangement where defendant will not object to a certain fee request by class counsel),” and 27 whether the parties agree to a reverter that gives unclaimed funds back to the defendant. Id. 1 reversionary and does not contain a clear sailing agreement. See SA § 6.8; Mot. at 11. Class 2 Counsel will file an application for fees not to exceed 25% of the settlement fund, or $6,250,000, 3 as well as costs not to exceed $550,000 for litigation expenses. CN at 17; Mot at 8. Under the 4 percentage-of-recovery method, 25% of a common fund is the “benchmark” for a reasonable fee 5 award. See, e.g., In re Bluetooth, 654 F.3d at 942. Still, the Court is cognizant of its obligation to 6 review class fee awards with rigor, and at the final approval stage will scrutinize the circumstances 7 and determine what fee award is appropriate in this case. The settlement process further supports 8 the conclusion that there was no collusion. The parties reached the settlement with the assistance 9 of an experienced mediator after two-and-a-half years of litigation, extensive discovery and 10 motion practice, and months of negotiations. See Block Decl. ¶¶ 3–55. 11 Accordingly, given that Class Counsel will not request a disproportionate amount of the 12 settlement agreement and that other signs of collusion or conflict are not present, the Court finds 13 that this factor weighs in favor of preliminary approval. 14 ii. Cy Pres Distribution 15 The Court must also evaluate whether the parties’ proposed cy pres recipient is 16 appropriate. A cy pres award must qualify as “the next best distribution” to giving the funds to 17 class members. Dennis, 697 F.3d at 865. “Not just any worthy recipient can qualify as an 18 appropriate cy pres beneficiary,” and there must be a “driving nexus between the plaintiff class 19 and the cy pres beneficiaries.” Id. (quotation omitted). That is to say, a cy pres award must be 20 “guided by (1) the objectives of the underlying statute(s) and (2) the interests of the silent class 21 members, and must not benefit a group too remote from the plaintiff class.” Id. (quotation 22 omitted). A cy pres distribution is not appropriate if there is “no reasonable certainty that any 23 class member would benefit from it.” Id. (quotation omitted). 24 Here, the parties have selected the Bluhm Legal Clinic Center for Litigation and Investor 25 Protection at Northwestern University Pritzker School of Law as the cy pres recipient. SA § 6.8. 26 The Center combines classroom instruction with practical skill development for law students 27 working on investor client cases. See Dkt. No. 293 ¶ 5. Through the Center, law students assist 1 securities firms. Id. The Center’s work aligns with the objectives of the federal securities laws 2 underlying this case and the interests of class members in protecting investors. Id. ¶ 6; see 3 generally SAC. Accordingly, the Court preliminarily finds that there is a sufficient nexus between 4 the cy pres recipient and the class. 5 iii. Preferential Treatment 6 The Court next considers whether the settlement agreement provides preferential treatment 7 to any class member. The Ninth Circuit has instructed that district courts must be “particularly 8 vigilant” for signs that counsel have allowed the “self-interests” of “certain class members to 9 infect negotiations.” In re Bluetooth, 654 F.3d at 947. For that reason, courts in this district have 10 consistently stated that preliminary approval of a class action settlement is inappropriate where the 11 proposed agreement “improperly grant[s] preferential treatment to class representatives.” In re 12 Tableware, 484 F. Supp. 2d at 1079. 13 Lead Plaintiff intends to seek reimbursement of reasonable costs and expenses related to 14 representation of the Class, not to exceed $10,000. Mot. at 8, 13; SA § 7.1. The PSLRA generally 15 prohibits incentive or service awards to class representatives. Rodriguez v. W. Publ’g Corp., 563 16 F.3d 948, 960 n.4 (9th Cir. 2009) (citing 15 U.S.C. § 78u-4(a)(2)(A)(vi)). Plaintiff is not 17 precluded, however, from seeking an award of “reasonable costs and expenses (including lost 18 wages) directly relating to the representation of the class[.]” Id. § 78u-4(4). Lead Plaintiff will 19 need to provide “meaningful evidence demonstrating that the requested amounts represent actual 20 costs and expenses incurred directly as a result of the litigation.” See In re Twitter Inc. Sec. Litig., 21 No. 16-CV-05314-JST, 2022 WL 17248110, at *2 (N.D. Cal. Nov. 21, 2022) (quotation omitted). 22 The Court will consider the evidence presented in Lead Plaintiff’s motion and evaluate the 23 reasonableness of any award request. Because Lead Plaintiff’s intent to seek reasonable costs and 24 expenses is not per se unreasonable, the Court finds that this factor weighs in favor of preliminary 25 approval. 26 Further, the settlement agreement does not single out any segment of the class for 27 favorable treatment. Each authorized claimant will receive a pro rata distribution of the 1 § 6.7. The parties revised allocation plan ensures that all authorized claimants will receive a 2 minimum of $10. See CN at 15. 3 iv. Settlement Within Range of Possible Approval 4 The Court also generally considers whether the settlement is within the range of possible 5 approval. To evaluate whether the settlement amount is adequate, “courts primarily consider 6 plaintiffs’ expected recovery balanced against the value of the settlement offer.” In re Tableware, 7 484 F. Supp. 2d at 1080. This requires the Court to evaluate the strength of Plaintiff’s case. 8 First, the Court notes that the $25 million settlement amount was the mediator’s 9 recommendation. Mot. at 6; Block Decl. ¶ 55. Lead Plaintiff and Lead Counsel, with the aid of 10 damages experts, estimated the maximum recovery at trial to be $535 or $777 million, depending 11 on which date controls for the damages formula. See Mot. at 14–15; Block Decl. ¶ 48. Lead 12 Counsel believes it would have been difficult to obtain this amount at trial given Defendants’ 13 “potentially strong” negative causation defenses. See Mot. at 14; Block Decl. ¶ 52. The 14 settlement agreement provides for at least 3.2% of the highest possible estimated recovery. See 15 Mot. at 15. Though below the median percentage of recovery for comparable securities class 16 action settlements described in one recent study, it is not outside the range of a reasonable 17 recovery.1 Id.; see, e.g., Vataj v. Johnson, No. 19-CV-06996-HSG, 2021 WL 5161927, at *6 18 (N.D. Cal. Nov. 5, 2021). Lead Plaintiff and Lead Counsel also acknowledge they would face 19 substantial risk in continuing to litigate through summary judgment and trial. Mot. at 15–16. 20 Further, the scope of the proposed release, as revised, does not push this settlement outside 21 the range of possible approval for purposes of preliminary settlement. Though broad, comparable 22 release language is routinely approved by courts in this circuit. See Nen Thio v. Genji, LLC, 14 F. 23 Supp. 3d 1324, 1334 (N.D. Cal. 2014) (collecting cases). 24 In sum, the Court finds that this settlement is well within the range of possible approval. 25 26

27 1 See also Laarni T. Bulan & Laura E. Simmons, Securities Class Action Settlements: 2021 Review 1 v. Fairness of Supplemental Agreement 2 The Court must also review the fairness of the parties’ confidential supplemental 3 agreement. See Dkt. No. 296. The existence of a termination option triggered by the number of 4 class members who opt out of the settlement does not by itself render the settlement unfair. See, 5 e.g., Hefler v. Wells Fargo & Co., No. 16-CV-05479-JST, 2018 WL 6619983, at *7 (N.D. Cal. 6 Dec. 18, 2018). Having reviewed the supplemental agreement provisionally filed under seal, the 7 Court concludes that the termination provision is fair and reasonable. 8 vi. Obvious Deficiencies 9 The Court also considers is whether there are obvious deficiencies in the settlement 10 agreement. The Court finds no obvious deficiencies, and therefore finds that this factor weighs in 11 favor of preliminary approval. 12 * * * 13 Having weighed the relevant factors, the Court preliminarily finds that the settlement 14 agreement is fair, reasonable, and adequate, and GRANTS preliminary approval. The Court 15 DIRECTS the parties to include both a joint proposed order and a joint proposed judgment when 16 submitting their motion for final approval. 17 IV. PROPOSED PLAN OF ALLOCATION 18 The Court also must preliminarily approve the plan of allocation. A distribution plan is 19 governed by the same legal standards that apply to the approval of a settlement: the plan must be 20 fair, reasonable, and adequate. See, e.g., In re Citric Acid Antitrust Litig., 145 F. Supp. 2d 1152, 21 1154 (N.D. Cal. 2001). “A settlement in a securities class action case can be reasonable if it fairly 22 treats class members by awarding a pro rata share to every Authorized Claimant, but also sensibly 23 makes interclass distinctions based upon, inter alia, the relative strengths and weaknesses of class 24 members’ individual claims and the timing of purchases of the securities at issue.” Nguyen v. 25 Radient Pharms. Corp., No. 11-cv-00406, 2014 WL 1802293, at *5 (C.D. Cal. May 6, 2014) 26 (quotation omitted). “[C]ourts recognize that an allocation formula need only have a reasonable, 27 rational basis, particularly if recommended by experienced and competent counsel.” Id. 1 recovery to the timing of any sales or purchases of common stock, as well as the number of shares 2 at issue for each class member’s claim. See CN at 14–17; Mot. at 7. The calculations will be 3 made using the damages formula of Section 11(e). Id. The settlement fund will thus be 4 distributed on a pro rata basis according to each class member’s recognized loss. The Court 5 preliminarily approves the allocation plan. 6 V. PROPOSED CLASS NOTICE PLAN 7 For Rule 23(b)(3) class actions, “the court must direct notice to the class members the best 8 notice that is practicable under the circumstances, including individual notice to all members who 9 can be identified through reasonable effort.” Fed. R. Civ. P. 23(c)(2)(B). The notice may be sent 10 by “United States mail, electronic means, or other appropriate means.” Id. “Individual notice 11 must be sent to all class members whose names and addresses may be ascertained through 12 reasonable effort.” Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 173 (1974). The notice must 13 clearly and concisely state in plain, easily understood language: 14 (i) the nature of the action; (ii) the definition of the class certified; 15 (iii) the class claims, issues, or defenses; (iv) that a class member may enter an appearance through an attorney if 16 the member so desires; (v) that the court will exclude from the class any member who requests 17 exclusion; (vi) the time and manner for requesting exclusion; and 18 (vii) the binding effect of a class judgment on members under Rule 23(c)(3). 19 20 Fed. R. Civ. P. 23(c)(2)(B). In addition, the PSLRA requires that notice include (1) “[t]he amount 21 of the settlement . . . determined in the aggregate and on an average per share basis,” (2) “the 22 average amount of [the] potential damages per share,” (3) a statement of any fees or costs that 23 counsel intends to seek from the settlement fund, (4) class counsel’s contact information, and (5) 24 “[a] brief statement explaining the reasons why the parties are proposing the settlement.” 15 25 U.S.C. § 78u-4(a)(7). 26 The Court has carefully reviewed the proposed class notice, as revised, and is satisfied that 27 it meets the requirements of the PSLRA and the Federal Rule of Civil Procedure 23(c)(2)(B). See 1 the settlement, and the available options. The revised notice also accurately describes the State 2 Action so that class members may assess the settlement’s potential impact and decide whether 3 they wish to remain in the class.2 See id. at 10; Churchill Vill., LLC v. Gen. Elec., 361 F.3d 566, 4 575 (9th Cir. 2004) (finding adequate class notice listing the names, case numbers, and courts of 5 pending actions arising out of the same product recall). The content of the proposed notice 6 provides sufficient information about the case and thus conforms with due process requirements. 7 In re Hyundai & Kia Fuel Econ. Litig., 926 F.3d 539, 567 (9th Cir. 2019) (“Notice is satisfactory 8 if it generally describes the terms of the settlement in sufficient detail to alert those with adverse 9 viewpoints to investigate and to come forward and be heard.” (quotation omitted)). 10 For the notice plan, Lead Plaintiff has selected A.B. Data as Claims Administrator. Mot. at 11 7. The Court previously approved A.B. Data after the class was certified, and A.B. Data 12 thoroughly carried out a notice plan for class certification. Id.; Dkt. Nos. 203, 232. The notice 13 plan this time is substantially similar and includes mailing all shareholders previously identified 14 by A.B. Data, posting the notice on the website, and publishing the notice in The Wall Street 15 Journal and once over a national newswire service. See Mot. at 18; SA § 6.2; De La Torre v. 16 CashCall, Inc., No. 08-CV-03174-MEJ, 2017 WL 2670699, at *11 (N.D. Cal. June 21, 2017) 17 (approving “the same [notice plan] as that which [the parties] used to notify Class Members that 18 the Court had certified the Class”). 19 // 20 // 21 // 22 // 23 // 24 // 25

26 2 State Plaintiffs oppose preliminary approval and appeared at both hearings on the motion. See 27 Dkt. Nos. 276, 283. State Plaintiffs’ arguments do not change the Court’s finding that preliminary approval is appropriate. The ultimate fairness, adequacy, and reasonableness of this settlement 1 VI. CONCLUSION 2 The Court GRANTS the motion for preliminary approval. Dkt. No. 249. The parties are 3 DIRECTED to meet and confer and stipulate to a schedule of dates for each event listed below, 4 || which shall be submitted to the Court within seven days of the date of this Order: ° 6 Deadline for Settlement Administrator to mail notice to all putative Class Members 7 Filing deadline for attorneys’ fees and costs motion | = ti(i‘;SsSs*@™r Filing deadline for incentive payment motion Po 8 Deadline for Class Members to opt-out or object to 9 settlement and/or application for attorneys’ fees and costs and incentive payment, at least 45 days after 10 the filing of the motion for attorneys’ fees and incentive payments 11 Filing deadline for final approval motion Po 0 Final fairness hearing and hearing on motions Po

13 The parties are further DIRECTED to implement the proposed class notice plan.

IT IS SO ORDERED.

15 || Dated: 12/16/2022 16 Abepured 5 HAYWOOD S. GILLIAM, JR. United States District Judge 18 19 20 21 22 23 24 25 26 27 28