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 MOTIONS FOR FINAL APPROVAL AND 9 ATTORNEYS’ FEES AND EXPENSES AND DENYING MOTION FOR COSTS 10 FOR LEAD PLAINTIFF 11 Re: Dkt. Nos. 311, 312, 313

12 13 Before the Court are Plaintiffs’ motions for final approval of class action settlement, 14 attorneys’ fees and expenses, and costs for Lead Plaintiff. See Dkt. Nos. 311, 312, 313.1 The 15 Court held a final fairness hearing on July 20, 2023. The Court GRANTS the motions for final 16 approval and attorneys’ fees and expenses and DENIES the motion for costs for Lead Plaintiff. 17 I. BACKGROUND 18 A. Factual Allegations 19 Plaintiffs purchased shares of Defendant Lyft Inc.’s common stock when Lyft went public 20 through an Initial Public Offering (“IPO”) on March 28, 2019. See Dkt. No. 339 (“SAC”) ¶¶ 3, 5, 21 31. Plaintiffs bring this securities class action against Lyft and certain of its officers and directors 22 regarding representations in Lyft’s IPO Registration Statement. See id. ¶¶ 2, 32–45. Plaintiffs 23 allege that the Registration Statement misrepresented and failed to disclose (1) the potential for 24 reputational damage and legal liability due to sexual assault allegations against drivers; (2) that 25 Lyft’s market share was shrinking because of a price war with Uber; and (3) safety issues with 26 Lyft’s bike sharing program. See id. ¶ 45. Based on these allegations, Plaintiffs assert causes of 27 1 action for violations of Sections 11 and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k, 77o. 2 Id. ¶¶ 187–98. 3 B. Procedural Background 4 In March 2020, the Court appointed Rick Keiner as Lead Plaintiff and Block & Leviton 5 LLP as Lead Counsel under the Private Securities Litigation Reform Act (“PSLRA”). See Dkt. 6 No. 64. In September 2020, the Court denied in part and granted in part Defendants’ motion to 7 dismiss. Dkt. No. 96. In August 2021, the Court certified a class of “[a]ll persons and entities 8 who purchased or otherwise acquired the common stock of Lyft issued and traceable to the IPO 9 Registration Statement” and denied Defendants’ motion for judgment on the pleadings. Dkt. No. 10 177 at 12–13; Dkt. No. 179. In December 2022, the Court granted preliminary approval of the 11 proposed class action settlement. Dkt. No. 297. 12 C. State Action 13 Certain class members are also plaintiffs (“State Plaintiffs”) in a related putative class 14 action (“State Action”) pending in California Superior Court, In re Lyft, Inc. Securities Litigation, 15 No. CGC-19-575293 (Cal. Super. Ct., S.F. Cnty.). See Dkt. No. 293-1 (“Settlement Agreement” 16 or “SA”) § 1.30. In January 2022, Judge Andrew Y.S. Cheng exercised his discretion to stay the 17 State Action, finding it “substantially identical” to this one and declining to reach the issue of class 18 certification. See Dkt. No. 263-1 at 6–7. State Plaintiffs, who initially moved to intervene, have 19 objected to final approval of this settlement and appeared at the final fairness hearing.2 See Dkt. 20 Nos. 347, 349.3 21 22 23

24 2 The Court DENIES the administrative motion to consider whether another party’s material should be sealed filed by State Plaintiffs in relation to their objection. Dkt. No. 348. Defendants, 25 the designating party, did not filed a declaration in response per Civil L.R. 79-5(f) (“A failure to file a statement or declaration may result in the unsealing of the provisionally sealed document 26 without further notice to the Designating Party.”).

27 3 Luis Toscano, whose state court case Toscano v. Lyft, Inc., No. CGC-19-579089 was 1 D. Settlement Agreement 2 In November 2021, the parties participated in formal mediation with David Murphy of 3 Phillips ADR, but did not reach an agreement. Dkt. No. 314 (“Block Decl.”) ¶ 91; see also Dkt. 4 No. 314-1 (“Murphy Decl.”) ¶¶ 9–10. The parties continued settlement discussions and in 5 February 2022 agreed to the mediator’s recommendation to settle for $25 million. Block Decl. 6 ¶¶ 93–95; Murphy Decl. ¶¶ 11–15. In June 2022, the parties executed a settlement agreement. 7 See Block Decl. ¶ 108; Dkt. No. 249-2 at 31–32. In response to concerns raised by the Court at 8 the preliminary approval hearing in September 2022, the parties executed a revised settlement 9 agreement. See Dkt. Nos. 268, 276, 276-1. The changes to the settlement agreement were (1) a 10 revised definition of “Released Claims,” (2) a provision allowing those who opted out of the class 11 to opt back in, and (3) a revised allocation plan that allowed class members to receive a minimum 12 of $10. See Dkt. No. 276 ¶ 4. After the court raised additional concerns about the proposed cy 13 pres recipient, the parties submitted a further revised settlement agreement in November 2022. 14 See Dkt. Nos. 292, 293, 293-1. 15 The key terms are as follows: 16 Class Definition: The Settlement Class is defined as “all persons and entities who 17 purchased or otherwise acquired the common stock of Lyft issued and traceable to the IPO 18 Registration Statement (between March 28, 2019, and August 19, 2019).” SA § 1.3; see also Dkt. 19 No. 293-3 (“Class Notice” or “CN”) at 7. 20 Settlement Benefits: Defendant Lyft, Inc. will make a $25 million non-reversionary 21 payment. SA §§ 1.26, 6.8. Lyft will pay into an interest-bearing escrow account in three 22 installments: $500,000 to cover reasonable class notice costs within ten days of preliminary 23 approval and receipt of instructions from Lead Counsel, half of the remainder at least five days 24 before the final approval hearing, and the rest within ten days of final approval. Id. § 3.1. 25 The settlement fund includes notice and administration expenses, taxes and tax expenses, 26 Court-approved attorneys’ fees and costs, any award to Lead Plaintiff as allowed under the 27 PSLRA, and any other Court-approved fees or expenses. Id. §§ 1.16, 6.3. Payments to class 1 class member was required to submit a proof of claim and release form to the Claims 2 Administrator by May 22, 2023 to be eligible for payment. Id. § 6.5; Dkt. No. 314-2 (“Walter 3 Decl.”), Ex. A at 11. Payments will be calculated based on the “recognized loss” for each share, 4 using a method that tracks the statutory formula under Section 11 of the Securities Act. CN at 5 14–15. The estimated average recovery per share is 77 cents and authorized claimants will receive 6 a minimum of $10.00. Id. at 4, 15. 7 Cy Pres Distribution: Defendants will not have a reversionary interest in the settlement 8 fund if there is a balance remaining after distribution. SA § 6.8. Instead, Lead Counsel will make 9 further distributions to authorized claimants until the balance remaining is de minimis. Id. Any 10 remaining balance will be donated to the Bluhm Legal Clinic Center for Litigation and Investor 11 Protection at Northwestern University Pritzker School of Law. Id. 12 Release: Under the Settlement Agreement, Lead Plaintiff and the Class will release: 13 [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 14 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 15 omissions involved, set forth, alleged or referred to in this action, or which could have been alleged in this action, or (b) arise out of, are based upon, or relate in any way to the 16 purchase, acquisition, holding, sale, or disposition of any Lyft securities acquired pursuant 17 and/or traceable to Lyft’s Registration Statement, including Unknown Claims as defined below, whether arising under federal, state, local, common, statutory, administrative, or 18 foreign law, or any other law, rule, or regulation, at law or in equity, whether fixed or contingent, whether foreseen or unforeseen, whether accrued or unaccrued, whether 19 liquidated or unliquidated, whether matured or unmatured, whether direct, representative, 20 class, or individual in nature. 21 SA §§ 1.22, 5.1; CN at 9–10. The release includes “Unknown Claims” as defined in the 22 Settlement Agreement. SA § 1.33. Lead Plaintiff and the Class agree to “expressly waive, and be 23 deemed to have waived, to the fullest extent permitted by law, the provisions, rights, and benefits 24 of California Civil Code § 1542,” along with “any and all provisions, rights, and benefits 25 conferred by law of any state or territory of the United States, or principle of common law that are 26 similar, comparable, or equivalent to California Civil Code § 1542.” SA §§ 1.33, 5.1; CN at 11. 27 Class Notice: A third-party settlement administrator mailed class notice and claim forms 1 period. SA § 6.2; Block Decl. ¶¶ 125–35; Walter Decl. ¶¶ 2–10. The notice and proof of claim 2 and release forms were posted on the settlement administrator website at 3 www.LyftIPOLitigation.com. Walter Decl. ¶ 13; CN at 2. The notice was published once in the 4 national edition of The Wall Street Journal and once over a national newswire service. Walter 5 Decl. ¶ 11. 6 Opt-Out Procedure: The deadlines for a class member to opt out or object to the settlement 7 were April 13, 2023, and March 30, 2023, respectively. See Dkt. No. 276-3 ¶¶ 10, 13; Dkt. No. 8 311 at 21. Defendant retained the right to withdraw if the number of opt-outs reached an agreed- 9 upon threshold. SA § 8.3. The threshold is set out in a confidential supplemental agreement, 10 which the parties have filed provisionally under seal for the Court’s review. See Dkt. No. 296. 11 Miscellaneous Provisions: Defendants will, “as soon as reasonably practicable following 12 entry of Judgment, move for the denial with prejudice of class certification in the State Action.” 13 SA § 9.1. 14 Service Award: Lead Plaintiff applied for $10,000 for reimbursement of reasonable costs 15 and expenses related to representation of the Class, consistent with the PSLRA and subject to the 16 Court’s approval. SA § 7.1; Dkt. No. 313. 17 Attorneys’ Fees and Costs: Consistent with the Settlement Agreement, Lead Counsel filed 18 an application for attorneys’ fees for $6,250,000 (25% of the settlement fund), and $498,683.75 in 19 litigation expenses. SA § 7.1; Dkt. No. 312. 20 II. ANALYSIS 21 A. Final Settlement Approval 22 i. Class Certification 23 Final approval of a class action settlement requires, as a threshold matter, an assessment of 24 whether the class satisfies the requirements of Federal Rule of Civil Procedure 23(a) and (b). 25 Hanlon v. Chrysler Corp., 150 F.3d 1011, 1019–1022 (9th Cir. 1998). Because the Court certified 26 a class before the parties agreed to settle, see Dkt. No. 177, and no facts that would affect these 27 requirements have changed since the Court preliminarily approved the class on December 16, 1 2022, this order incorporates by reference the Court’s prior analysis as set forth in the order 2 granting preliminary approval, see Dkt. No. 297 at 5. 3 ii. The Settlement 4 “The claims, issues, or defenses of a certified class . . . may be settled . . . only with the 5 court’s approval.” Fed. R. Civ. P. 23(e). The Court may finally approve a class settlement “only 6 after a hearing and on finding that it is fair, reasonable, and adequate.” Fed. R. Civ. P. 23(e)(2). 7 Where the parties reach a class action settlement prior to class certification, the Ninth Circuit has 8 cautioned that such settlement agreements “must withstand an even higher level of scrutiny for 9 evidence of collusion or other conflicts of interest than is ordinarily required under Rule 23(e) 10 before securing the court’s approval as fair.” Roes, 1-2 v. SFBSC Mgmt., LLC, 944 F.3d 1035, 11 1048–49 (9th Cir. 2019) (quoting In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 946 12 (9th Cir. 2011)). A more “exacting review is warranted to ensure that class representatives and 13 their counsel do not secure a disproportionate benefit at the expense of the unnamed plaintiffs who 14 class counsel had a duty to represent.”4 Id. (quotations omitted). 15 The Ninth Circuit has identified several “subtle signs” the Court should consider to 16 determine whether “class counsel have allowed pursuit of their own self-interests to infect the 17 negotiations.” Roes, 944 F.3d at 1043. These include: (1) “when counsel receive[s] a 18 disproportionate distribution of the settlement; (2) when the parties negotiate a clear-sailing 19 arrangement, under which the defendant agrees not to challenge a request for an agreed-upon 20 attorney’s fee; and (3) when the agreement contains a kicker or reverter clause that returns 21 unawarded fees to the defendant, rather than the class.” McKinney-Drobnis v. Oreshack, 16 F.4th 22 594, 607–08 (9th Cir. 2021) (quotation omitted). 23 24 4 Although this is a post-class certification settlement, State Plaintiffs argue that the Court should 25 apply the higher level of scrutiny from Roes. See Final Fairness Hearing Transcript, Dkt. No. 385 (“Tr.”) at 47:12–48:24. State Plaintiffs argue that Lead Plaintiff (1) seeks to release a Section 12 26 claim against underwriters that had been voluntarily dismissed before the Court certified the class, and (2) although it is not a separate claim, the inclusion of the market share misstatement theory 27 implicates the same concerns. Because the class definition has in no way been expanded here, the 1 To assess whether a proposed settlement comports with Rule 23(e), the Court may also 2 consider some or all of the following factors: (1) the strength of plaintiff’s case; (2) the risk, 3 expense, complexity, and likely duration of further litigation; (3) the risk of maintaining class 4 action status throughout the trial; (4) the amount offered in settlement; (5) the extent of discovery 5 completed, and the stage of the proceedings; (6) the experience and views of counsel; (7) the 6 presence of a governmental participant; and (8) the reaction of the class members to the proposed 7 settlement. See id. at 609. In addition, “[a]dequate notice is critical to court approval of a class 8 settlement under Rule 23(e).” Hanlon, 150 F.3d at 1025. 9 As discussed below, the Court finds that the proposed settlement is fair, adequate, and 10 reasonable, and that class members received adequate notice. 11 a. Adequacy of Notice 12 Under Federal Rule of Civil Procedure 23(e), the Court “must direct notice in a reasonable 13 manner to all class members who would be bound by the proposal.” Fed. R. Civ. P. 23(e)(1). 14 Rule 23(c)(2)(B) requires “the best notice that is practicable under the circumstances, including 15 individual notice to all members who can be identified through reasonable effort.” The notice 16 must “clearly and concisely state in plain, easily understood language” the nature of the action, the 17 class definition, and the class members’ right to exclude themselves from the class. Fed. R. Civ. 18 P. 23(c)(2)(B). Although Rule 23 requires that reasonable efforts be made to reach all class 19 members, it does not require that each class member actually receive notice. See Silber v. Mabon, 20 18 F.3d 1449, 1454 (9th Cir. 1994) (noting that the standard for class notice is “best practicable” 21 notice, not “actually received” notice). The PSLRA has additional notice requirements. See 15 22 U.S.C. § 78u-4(a)(7). 23 The Court finds that the notice plan previously approved by the Court was implemented 24 and complied with Rule 23(c)(2)(B) and the PSLRA. See Dkt. No. 297 at 11–12; see also Walter 25 Decl. ¶ 2. Claims Administrator A.B. Data mailed a total of 351,970 notice packets using the list 26 it created at the class certification stage, its own database, and requests received after the initial 27 mailing. See Dkt. No. 374 (“Supp. Walter Decl.”) ¶ 3; Walter Decl. ¶¶ 3–6, 8. After remailing 1 A.B. Data also published notice in The Wall Street Journal and over a national newswire service, 2 and maintained a helpline and case website. Walter Decl. ¶¶ 11–13. In light of these facts, the 3 Court finds that the parties have sufficiently provided the best practicable notice to class members. 4 b. Fairness, Adequacy, and Reasonableness 5 Having found the notice procedures adequate under Rule 23(e), the Court next considers 6 whether the entire settlement comports with Rule 23(e). 7 In deciding the motion for preliminary approval, the Court considered all three signs of 8 collusion that the Ninth Circuit has identified. See Dkt. No. 297 at 6–7; see also McKinney- 9 Drobnis, 16 F.4th at 607–08. Nothing in the record, including State Plaintiffs’ objections, 10 addressed below, changes the Court’s preliminary conclusion regarding these factors. The 11 proposed settlement is non-reversionary and does not contain a clear sailing agreement. The Court 12 still carefully scrutinizes the requests for attorneys’ fees and costs for Lead Plaintiff to ensure 13 Class Members’ interests are protected under the settlement. See Section II.B. The Court finds 14 that other factors also indicate that the proposed settlement is fair, adequate, and reasonable. 15 1. Strength of Plaintiff’s Case and Litigation Risk 16 Approval of a class settlement is appropriate when plaintiffs must overcome significant 17 barriers to make their case. Chun-Hoon v. McKee Foods Corp., 716 F. Supp. 2d 848, 851 (N.D. 18 Cal. 2010). Difficulties and risks in litigating weigh in favor of approving a class settlement. 19 Rodriguez v. W. Publ’g Corp., 563 F.3d 948, 966 (9th Cir. 2009). “Generally, unless the 20 settlement is clearly inadequate, its acceptance and approval are preferable to lengthy and 21 expensive litigation with uncertain results.” Ching v. Siemens Indus., Inc., No. 11-cv-04838-MEJ, 22 2014 WL 2926210, at *4 (N.D. Cal. June 27, 2014) (quotations omitted). 23 The Court finds that the settlement is reasonable in light of the complexity of this litigation 24 and the substantial risk Lead Plaintiff would face in litigating the case. See Dkt. No. 297 at 9–10. 25 This is a complex securities case that has been hard-fought and vigorously defended from the 26 beginning. Lead Plaintiff and Lead Counsel assert they weighed the costs, risks, and potential 27 delay involved in continued litigation. See, e.g., Block Decl. ¶¶ 3–4, 137–50. For example, Lead 1 omissions (versus misrepresentations) and that Defendants made arguments in prior motions that 2 would have arisen again at a later stage and could have persuaded a jury. See id. ¶¶ 137–50; see 3 also Dkt. No. 311 at 17–20. 4 Primarily, Lead Counsel emphasizes that they were concerned Defendants’ “negative 5 causation” (also known as “loss causation”) defense would succeed. See Dkt. No. 311 at 21–23; 6 Block Decl. ¶ 144. A negative causation defense “prevents recovery for losses that the defendant 7 proves are not attributable to the alleged misrepresentation or omission in the registration 8 statement.” Hildes v. Arthur Andersen LLP, 734 F.3d 854, 860 (9th Cir. 2013) (citing 15 U.S.C. 9 § 77k(e)); see also Block Decl. ¶¶ 144–50. In reviewing the potential defense, Lead Plaintiff 10 concluded that there was a “very significant risk at summary judgment or at trial” that a jury 11 would not find for Plaintiff on causation because there were potentially meritorious arguments that 12 factors other than the misstatements drove declines in share price. Tr. at 23:8–24; Block Decl. 13 ¶ 148. Lead Counsel asserts that there was no clear information disclosing that Lyft engaged in a 14 price war with Uber or was losing market share on the three dates of the supposed corrective 15 disclosures. See Dkt. No. 360 at 10–11. At the hearing, Lead Counsel walked through his 16 analysis of the drop dates and explained why he believed there was “no strong, clean argument to 17 make to a jury.” See Tr. at 27:4–30:23. For example, he noted that an analyst report on one of the 18 dates contained contradictory statements that Lyft was actually gaining market share and taking 19 market share from Uber, and that the analyst attributed losses to concern about Lyft’s “path to 20 profitability.” See id.; see also Dkt. No. 360 at 10–11; Dkt. No. 314-3 (“Cain Report”) ¶¶ 19–37. 21 And as Lead Counsel noted at the hearing, Defendants were “never shy” in asserting the strength 22 of their possible defenses. Tr. at 22:12–23:3; see Dkt. No. 358 at 15 (arguing, among other things, 23 that the stock drops related to the market share allegations are not tied to corrective disclosures). 24 State Plaintiffs assert that Lead Plaintiff underestimates the strength of the case, but their 25 arguments only underscore the uncertainty of the outcome if the case were to proceed. See Dkt. 26 No. 349 at 7, 27. State Plaintiffs and Lead Plaintiff have submitted competing expert declarations 27 on the negative causation issue. See Cain Report; Dkt. No. 349-1(“Steinholt Report”) at 81–99; 1 believe in a “battle of the experts.” Although State Plaintiffs take issue with Lead Plaintiff’s 2 assessment and assert this is an “extremely strong securities case,” they stop short of arguing that 3 there is not at least a credible risk that Defendants could succeed, which is what matters here.5 See 4 Tr. at 58:14–16. Importantly, it is not the Court’s role “to reach any ultimate conclusions on the 5 contested issues of fact and law which underlie the merits of the dispute, for it is the very 6 uncertainty of outcome in litigation and avoidance of wasteful and expensive litigation that induce 7 consensual settlement.” Officers for Justice, 688 F.2d at 625; see also Young v. LG Chem Ltd., 8 783 F. App’x 727, 737 (9th Cir. 2019) (noting a “proposed settlement is not to be judged against a 9 hypothetical or speculative measure of what might have been achieved.” (quoting Linney v. 10 Cellular Alaska P’ship, 151 F.3d 1234, 1242 (9th Cir. 1998))). 11 In reaching a settlement, Plaintiff has ensured a favorable recovery for the class. See 12 Rodriguez, 563 F.3d at 966 (finding litigation risks weigh in favor of approving class settlement). 13 Accordingly, these factors also weigh in favor of approving the settlement. See Ching, 2014 WL 14 2926210, at *4 (favoring settlement to protracted litigation). 15 2. Settlement Amount 16 The amount offered in the settlement is another factor that weighs in favor of approval. 17 Based on the facts in the record and the parties’ arguments at the final fairness hearing, the Court 18 finds that the settlement amount falls “within the range of reasonableness” in light of the risks and 19 costs of litigation. See Dkt. No. 297 at 9–10; see also Villanueva v. Morpho Detection, Inc., No. 20 13-cv-05390-HSG, 2016 WL 1070523, at *4 (N.D. Cal. March 18, 2016) (citing cases). 21 Lead Plaintiff’s expert calculated the potential statutory damages at trial to be $535 million 22 or $777 million, depending on whether the first-filed date in the State Action or this case controls. 23 See Dkt. No. 311 at 5; Block. Decl. ¶ 85. Thus, the $25 million settlement—the mediator’s 24

25 5 As an example of the risk of trying a securities case, Lead Counsel noted that a jury recently returned a unanimous defense verdict in a case against Tesla and its Elon Musk claiming $12 26 billion in potential damages. See Dkt. No. 360 at 10 n.6. The court there had already ruled at summary judgment that Musk had made false statements recklessly, and legal experts had publicly 27 declared the plaintiffs were certain to win. See In re Tesla, Inc. Sec. Litig., No. 18-cv-04865-EMC 1 recommendation in this case—represents either 3.2% or 4.7% of the maximum possible recovery. 2 See Dkt. No. 311 at 5, 24. Lead Plaintiff expresses serious doubt that the class would have 3 recovered that much at trial given possible defenses and other challenges. See id. at 17–25. 4 State Plaintiffs argue, in essence, that the settlement amount should have been higher, 5 noting that it is far below other recent securities settlements that settled for 20% to 30% of 6 recoverable damages. Dkt. No. 349 at 29. However, State Plaintiffs’ sample cases are highly 7 curated, and the settlement amount here is still within the range of reasonableness for similar 8 cases. For example, a review of class action cases from 2012 to 2021 found that the median 9 settlement in securities cases with statutory damages greater than $150 million was 4.4%.6 State 10 Plaintiffs’ own expert William Rubenstein similarly states that the median settlement value for 11 securities cases from 2012 to 2021 was 7.6%. See Dkt. No. 349-1 (“Rubenstein Decl.”) at 167. 12 State Plaintiffs also argue that the settlement amount doesn’t properly account for the 13 “market share theory” that Lyft falsely touted significant growth in market share. See SAC 14 ¶¶ 15–17, 90–139. They assert that this theory accounts for the majority of recoverable damages, 15 but that Lead Plaintiff was at a disadvantage because the theory was not in the operative complaint 16 while negotiating. See Dkt. No. 349 at 15. This is an oversimplification. Although the Court 17 dismissed the market share misstatement theory from Lead Plaintiff’s initial complaint, see Dkt. 18 No. 96 at 12–14, Lead Plaintiff’s motion for leave to amend to reintroduce the theory was pending 19 at the time of settlement discussions, see Dkt. No. 206. Lead Plaintiff and Defense Counsel have 20 repeatedly and consistently represented that they took the market share theory into account while 21 negotiating and operated on the assumption that the Court would grant leave to amend. See, e.g., 22 Dkt. No. 262 at 23–24; Dkt. No. 360 at 13–14; Tr. at 25:2–9, 45:23–46:16. Given that both parties 23 were aware that the state court had recently ruled the market share theory could proceed, which is 24 what prompted Lead Plaintiff to seek leave to amend, the Court finds this representation credible. 25 Tr. at 17:17–23, 22:5–11. 26 6 See Dkt. No. 314-7 at 12; Laarni T. Bulan & Laura E. Simmons, Securities Class Action 27 Settlements: 2021 Review and Analysis, Cornerstone Research (2022), available at 1 Most importantly, however, Lead Counsel contends that “when we agreed to the 2 settlement, the valuation was driven by the causation issue.” See Tr. at 26:3–8 (emphasis added). 3 Lead Counsel explained that they believed—and continue to believe—that the market share theory 4 is strong on liability, but said that in preparing for mediation and consulting experts, he “started 5 realizing the causation issues would be a significant issue in the case.” Tr. at 22:18–20. State 6 Plaintiffs have not pointed to any specific information that Lead Plaintiff purportedly lacked 7 regarding causation when he entered settlement discussions.7 Nor do they present a persuasive 8 basis for finding Lead Plaintiff’s assessment of the risk was so outlandish as to warrant rejecting 9 the settlement. Not surprisingly, Defendants continue to assert that the market share allegations— 10 and Plaintiff’s other claims—have no merit. See Dkt. No. 264 at 17–18; Dkt. No. 358 at 15–16, 11 Tr. at 43:21–44:18, 46:2–5. 12 Moreover, “the possibility that a settlement could have been greater does not mean that it 13 is not fair and reasonable, in light of the countervailing litigation risks present.” Young, 783 F. 14 App’x at 737; see also In re Yahoo! Inc. Customer Data Sec. Breach Litig., No. 16-MD-02752- 15 LHK, 2020 WL 4212811, at *14 (N.D. Cal. July 22, 2020), aff’d, No. 20-16633, 2022 WL 16 2304236 (9th Cir. June 27, 2022) (“[Objectors] ignore that the Settlement provides the class with 17 timely, certain, and meaningful recovery, while further litigation and any subsequent appeal are 18 uncertain, would entail significant additional costs, and in any event would substantially delay any 19 recovery achieved.”). Even if State Plaintiffs have a good-faith belief that they could have 20 obtained a better result, “[t]hat certain Class Members evaluate the risks differently, or would 21 prefer to go to trial despite those risks, does not prevent the Court from granting final approval to 22 the Settlement.” Perkins v. Linkedin Corp., No. 13-CV-04303-LHK, 2016 WL 613255, at *6 23 (N.D. Cal. Feb. 16, 2016). 24 The Court finds that this recovery is significant, especially when weighed against the 25 litigation risks in this case. In any event, “[i]t is well-settled law that a cash settlement amounting 26

27 7 As discussed below, the key facts regarding liability under the market share theory were alleged 1 to only a fraction of the potential recovery does not per se render the settlement inadequate or 2 unfair.” Officers for Justice, 688 F.2d at 628. 3 The Court also approves the plan of allocation and proposed cy pres recipient for reasons 4 discussed at preliminary approval. See Dkt. No. 297 at 7–8, 10–11. The settlement fund will be 5 distributed on a pro rata basis according to each class member’s recognized loss. And the 6 proposed cy pres recipient, the Bluhm Legal Clinic Center for Litigation and Investor Protection, 7 does work that aligns with the objectives of the securities laws underlying this case and the class 8 members’ interest in protecting investors. Thus, there is a sufficient “driving nexus” between the 9 class and the cy pres recipient. See Nachshin v. AOL, LLC, 663 F.3d 1034, 1038 (9th Cir. 2011). 10 The Court finds under the circumstances that this factor weighs in favor of approval. 11 3. Extent of Discovery and Stage of Proceedings 12 The Court finds that Lead Counsel had sufficient information to make an informed 13 decision about the merits of the case. See In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 459 14 (9th Cir. 2000). The parties settled only after conducting significant discovery and investigation 15 into Plaintiff’s claims. Thus, the Court is persuaded that Lead Counsel entered the settlement 16 discussions with a substantial understanding of the factual and legal issues, so as to allow them to 17 assess the likelihood of success on the merits. This factor weighs in favor of approval. 18 This case is in a relatively advanced stage and has seen nearly three years of vigorous 19 litigation, including a motion to dismiss, class certification, and a motion for judgment on the 20 pleadings. The parties have conducted significant written discovery: Lead Counsel reviewed tens 21 of thousands of documents, deposed a key witness and prepared to depose many more, and briefed 22 four discovery disputes. Dkt. No. 311 at 13–17; Block Decl. ¶¶ 3, 29–76, 175. Before mediating, 23 Lead Plaintiff consulted with expert Global Economics Group, LLC and obtained a damages 24 analysis and discussed potential defenses. Block Decl. ¶ 85. Further, the settlement is the result 25 of several months of settlement discussions and a prolonged mediation process. The parties 26 walked away from settlement at a November 2021 mediation with Mr. Murphy (at which they 27 exchanged mediation briefs and evidentiary exhibits). Id. ¶¶ 88–95; see also Murphy Decl. 1 January, but failed to reach an agreement. Block Decl. ¶¶ 93–94. In February 2022, Mr. Murphy 2 made a mediator’s recommendation to settle the case for $25 million and the parties agreed. Id. 3 ¶ 95; Murphy Decl. ¶¶ 13–14. Mr. Murphy opined that parties’ counsel were “extremely 4 knowledgeable and clearly had spent a considerable effort researching and developing the law and 5 facts in this complex litigation.” Murphy Decl. ¶ 16. 6 Given these facts, the Court disagrees with State Plaintiffs’ contention that Lead Plaintiff 7 was “completely uninformed” about the market share theory. See Dkt. No. 349 at 17. Lead 8 Plaintiff was in possession of—and had included in the proposed second amended complaint—the 9 key facts and emails supporting the market share theory in the state case. Lead Counsel conducted 10 research into what information entered the market regarding Lyft’s market share declines and 11 price war with Uber before filing the motion for leave to file the SAC in September 2021. See 12 Dkt. No. 360-1 (“Supp. Block Decl.”) ¶¶ 8–10. Lead Counsel also researched causation issues 13 related to the market share allegations, based on publicly available information, and discussed the 14 defense with experts, finding several reasons to believe carrying the theory forward was risky. 15 Dkt. No. 360 at 13–14; Block Decl. ¶¶ 4, 85, 90; Supp. Block Decl. ¶¶ 8–10. 16 In part, State Plaintiffs argue that Lead Plaintiff did not have access to 12,000 market share 17 related documents that State Plaintiffs received in discovery. Dkt. No. 349 at 6. But again, State 18 Plaintiffs fail to point out what information Lead Plaintiff lacked regarding the market share 19 theory that undermined his ability to negotiate a fair settlement, especially given that the causation 20 analysis was based on public information that entered the market.8 21 Far from being “in the dark,” Lead Plaintiff appears to have made a substantial effort to 22 ensure he was informed about the market share misstatement theory, and State Plaintiffs’ 23 argument to the contrary does not make this settlement unfair or inadequate. 24 8 In conjunction with the agreement, Defendants provided Lead Plaintiff all the documents that 25 had been produced to State Plaintiffs on the market share theory. Block. Decl. ¶ 96; Supp. Block Decl. at 4. Although these documents were produced after signing, Lead Counsel clarified at the 26 hearing that they were meant to confirm Defense Counsel’s representation at mediation that there were documents that undermined liability as to the market share claim. Tr. 25:2–26:8. Lead 27 Counsel avers that those documents “did suggest” that liability “was not as strong and clear cut as 1 4. Reaction of Class Members 2 The reaction of the Class Members supports final approval. “[T]he absence of a large 3 number of objections to a proposed class action settlement raises a strong presumption that the 4 terms of a proposed class settlement action are favorable to the class members.” Nat’l Rural 5 Telecomms. Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 528–29 (C.D. Cal. 2004); In re Linkedin 6 User Privacy Litig., 309 F.R.D. 573, 589 (N.D. Cal. 2015) (“A low number of opt-outs and 7 objections in comparison to class size is typically a factor that supports settlement approval.”). 8 A.B. Data received over 68,369 claims postmarked by the May 22, 2023 deadline. Supp. Walter 9 Decl. ¶ 7. There are 29 requests for exclusion that have not been rescinded. Id. ¶ 6. 10 There are three objections on behalf of six class members, including by State Plaintiffs. 11 See Supp. Block Decl. ¶¶ 3–6; Dkt. No. 349. The Court finds that the objections do not warrant 12 disapproving the settlement. The Court has already addressed many of State Plaintiffs’ arguments, 13 but will now turn to their contention that the settlement process was so flawed as to undermine its 14 fairness. The crux of the argument is that this settlement is the result of a “reverse auction,” 15 described by Judge Posner as a “practice whereby the defendant in a series of class actions picks 16 the most ineffectual class lawyers to negotiate a settlement with in the hope that the district court 17 will approve a weak settlement that will preclude other claims against the defendant.” Reynolds v. 18 Beneficial Nat’l Bank, 288 F.3d 277, 282 (7th Cir. 2002). 19 To start, it cannot be the case that every time there are dueling plaintiffs’ lawyers in 20 parallel class actions, it necessarily means a settlement was the result of a reverse auction. As the 21 Ninth Circuit has noted, a reverse auction argument without “evidence of underhanded activity” 22 “would lead to the conclusion that no settlement could ever occur in the circumstances of parallel 23 or multiple class actions—none of the competing cases could settle without being accused by 24 another of participating in a collusive reverse auction.” Negrete v. Allianz Life Ins. Co. of N. Am., 25 523 F.3d 1091, 1099–1100 (9th Cir. 2008) (quoting Rutter & Wilbanks Corp. v. Shell Oil Co., 314 26 F.3d 1180, 1189 (10th Cir.2002)). This is why “[c]ourts look for a showing of impropriety to find 27 that a reverse auction is occurring.” Harvey v. Morgan Stanley Smith Barney LLC, No. 18-CV- 1 not support a finding that “some kind of collusion was afoot.” Negrete, 523 F.3d at 1099. State 2 Plaintiffs’ own expert cited “a quick settlement, settlement of the least well-developed case, or 3 settlement with the least experienced plaintiffs’ counsel” as factors that should raise suspicion. 4 See Rubenstein Decl. at 173. None of those circumstances is present here. 5 Far from acting “quickly,” it wasn’t until more than one year after State Plaintiffs’ 6 unsuccessful mediation in October 2020—and after substantial litigation and discovery—that 7 Lead Plaintiff attended mediation per the Court’s order in November 2021. See Dkt. Nos. 195, 8 201; Dkt. No. 386 ¶ 7; Dkt. No. 387 ¶ 13; Block Decl. ¶¶ 79, 86–91. Even then, Lead Plaintiff 9 walked away, and the parties did not reach an agreement through additional rounds of settlement 10 discussions. See Block Decl. ¶¶ 91–94. The mediator, Mr. Murphy, observed that “the Parties 11 had sharply divergent views as to the settlement value of the case” at that point. Murphy Decl. 12 ¶ 11. Lead Counsel echoed this at the hearing, noting that “our thought at that time was that we 13 were so far apart that there was no way this was going to settle, and our belief was we were going 14 to trial.” Tr. at 18:4–10. Consistent with this stated belief, the parties continued scheduling 15 depositions and issuing subpoenas. Id. at 18:14–20; see also Block Decl. ¶¶ 37, 56–62, 67, 69–73. 16 The case did not settle until February 2022, when Mr. Murphy made a mediator’s 17 recommendation of $25 million. Murphy Decl. ¶¶ 12–14. Nor was this case the “least 18 developed,” given that it was ahead of the state court case procedurally. Most importantly, a class 19 had been certified and Lead Plaintiff and Lead Counsel had been approved to represent the 20 interests of the class. Finally, no one disputes that Lead Counsel and his firm Block & Leviton 21 LLP are highly experienced lawyers with expertise in securities class actions. See, e.g., Dkt. No. 22 64 at 11; Dkt. No. 9-2, Ex. D at 19–42. 23 State Plaintiffs also assert that their exclusion from settlement talks raises a red flag. At 24 the hearing, counsel for objector Toscano argued that as a matter of fairness and to ensure the best 25 result for the class, all parties in parallel proceedings should be at mediation. Tr. at 70:8–12, 26 74:5–12; see also Dkt. No. 347 at 2–3. But key here is that Lead Plaintiff and Lead Counsel were 27 selected through the competitive PSLRA appointment process and certified as the class 1 (9th Cir. 1992) (rejecting the argument that a settlement was “fatally flawed” because class 2 counsel for a parallel state case was excluded from the process, reasoning that counsel in the 3 federal case represented “the exact same group of individuals” as the state class). In other words, 4 they were carefully vetted and then approved to represent the interests of the class. State Plaintiffs 5 were not. It is unclear how a rule that all parties from parallel proceedings must be present for 6 mediation would work, and there is a strong argument that imposing such a requirement would 7 undermine the purpose of selecting the “most adequate plaintiff” with the highest financial stake in 8 the case per the PSLRA. See In re Cavanaugh, 306 F.3d 726, 729 (9th Cir. 2002) (quoting 15 9 U.S.C. § 78u-4(a)(3)(B)(i)). Absent class members potentially could circumvent the PSLRA 10 appointment process by simply filing a parallel case and demanding an equal seat at the 11 negotiating table. Notably, Lead Plaintiff’s financial stake in this case is several times that of the 12 State Plaintiff objectors combined. See Dkt. No. 349-1 at 249–54; Dkt. No. 347 at 4; Dkt. No. 360 13 at 17; Block Decl. ¶¶ 8, 81. It simply cannot be said that Defendants chose to negotiate with the 14 “weaker” of the options here. The Court is confident that Lead Plaintiff was properly incentivized 15 to—and did—adequately represent the interests of the class. 16 Moreover, it is worth noting that State Plaintiffs themselves declined more than one 17 opportunity to work with Lead Plaintiff. Despite repeated requests from Defense Counsel, State 18 Plaintiffs excluded Lead Plaintiff from their first attempt at mediation in October 2020. See Block 19 Decl. ¶ 79; Dkt. No. 386 ¶ 7; Dkt. No. 387 ¶¶ 5–6, 8, 10–12; Tr. at 17:2–9. Then, within days of 20 the unsuccessful mediation with Mr. Murphy in November 2021, and before the additional 21 negotiations that eventually led to settlement, Lead Plaintiff reached out to State Plaintiffs and 22 suggested they work together, but State Plaintiffs declined. See Tr. at 18:4–20; 20:3–21:8; Block 23 Decl. ¶ 92. 24 As discussed, this settlement is the result of a mediation process—including several 25 attempts at settling that the parties walked away from—and arms-length negotiation. See Block 26 Decl. ¶¶ 91–95; Murphy Decl. ¶ 16; Tr. at 19:6–10. The parties worked for several months with 27 an experienced third-party neutral who noted that the parties “while professional, were highly 1 affiliated mediator or facilitator in those negotiations may bear on whether they were conducted in 2 a manner that would protect and further the class interests.” Fed. R. Civ. P. 23(e) advisory 3 committee’s notes to 2018 amendment; see also Camilo v. Ozuna, No. 18-CV-02842-VKD, 2020 4 WL 1557428, at *8 (N.D. Cal. Apr. 1, 2020) (“While the participation of a neutral mediator is not, 5 by itself, dispositive of whether the settlement is fair, adequate and reasonable, it nonetheless is ‘a 6 factor weighing in favor of a finding of non-collusiveness.’” (quoting In re Bluetooth, 654 F.3d at 7 948)). 8 The Court finds that there has been no showing of impropriety that would warrant rejecting 9 the settlement, even if State Plaintiffs have a good-faith (but ultimately unprovable) belief that 10 they could have obtained a better outcome.9 The Court also finds that the minimal number of 11 objections and opt-outs in comparison to the size of the class indicates overwhelming support 12 among the Class Members and weighs in favor of approval of the settlement. See, e.g., Churchill 13 Village LLC v. Gen. Elec., 361 F.3d 566, 577 (9th Cir. 2004) (affirming settlement where 45 of 14 approximately 90,000 class members objected); Rodriguez v. West Publ. Corp., Case No. CV05– 15 3222 R, 2007 WL 2827379, at *10 (C.D. Cal. Sept. 10, 2007) (finding favorable class reaction 16 where 54 of 376,301 class members objected). 17 * * * 18 After considering and weighing the above factors, the Court finds that the settlement is 19 fair, adequate, and reasonable, and that the settlement Class Members received adequate notice. 20 Accordingly, the objections are OVERRULED and Lead Plaintiff’s motion for final approval of 21 the class action settlement is GRANTED. 22 B. Attorneys’ Fees, Litigation Expenses, and Costs for Lead Plaintiff 23 In its motion and consistent with the Settlement Agreement, Lead Counsel asks the Court 24 to approve an award of $6,250,000 in attorneys’ fees and $498,683.75 in litigations costs. See 25 26 9 The remaining objection by Russel Datz is a philosophical opposition to investors’ attempt to 27 recover “because of a poor investment decision” and does not warrant rejecting the settlement. 1 Dkt. No. 312 at 8. Lead Plaintiff also seeks a $10,000 award of costs and expenses related to his 2 representation of the Class. See Dkt. No. 312 at 3. 3 i. Attorneys’ Fees 4 a. Legal Standard 5 Class counsel is entitled to an award of reasonable attorneys’ fees and reimbursement of 6 litigation expenses from the common fund created for the benefit of a class. See Fed. R. Civ. P. 7 23(h); Staton v. Boeing Co., 327 F.3d 938, 967 (9th Cir. 2003). The district court has discretion 8 over the amount of attorneys’ fees it awards. Vizcaino v. Microsoft Corp., 290 F.3d 1043, 1048 9 (9th Cir. 2002). Under the PSLRA, the award “shall not exceed a reasonable percentage of the 10 amount of any damages and prejudgment interest actually paid to the class.” 15 U.S.C. § 78u- 11 4(a)(6). 12 In a common fund case such as this one, the Court also has discretion to choose either the 13 lodestar method or the percentage-of-the-fund method to calculate reasonable attorneys’ fees. 14 Vizcaino, 290 F.3d at 1047. Under the percentage-of-the-fund method, 25 percent of a common 15 fund is the benchmark for attorneys’ fees awards. See, e.g., In re Bluetooth, 654 F.3d at 942. The 16 “lodestar figure is calculated by multiplying the number of hours the prevailing party reasonably 17 expended on the litigation (as supported by adequate documentation) by a reasonable hourly rate 18 for the region and for the experience of the lawyer.” Id. at 941 (citation omitted). Whether the 19 Court awards the benchmark amount or some other rate, the award must be supported “by findings 20 that take into account all of the circumstances of the case.” Vizcaino, 290 F.3d at 1048. To guard 21 against unreasonable results, the Ninth Circuit has encouraged district courts to cross-check any 22 calculations under one method against those under the other method. Id. at 1050–51. 23 Class counsel is also entitled to recover “those out-of-pocket expenses that would normally 24 be charged to a fee paying client.” Harris v. Marhoefer, 24 F.3d 16, 19 (9th Cir. 1994) 25 (quotations omitted). 26 ii. Discussion 27 Lead Counsel seeks $6,250,000 in attorneys’ fees and $498,683.75 in costs. See Dkt. No. 1 fund” method. See Dkt. No. 312 at 12–23. The Court agrees and finds the request reasonable. 2 Lead Counsel requests 25% of the common fund, which is the benchmark for attorneys’ 3 fee awards. See, e.g., In re Bluetooth, 654 F.3d at 942. The Court considers the reasonableness of 4 the percentage requested in light of the factors enumerated by the Ninth Circuit: (1) the results 5 achieved; (2) the risk of litigation; (3) the skill required and the quality of work; (4) the contingent 6 nature of the fee and the financial burden carried by the plaintiff; and (5) awards made in similar 7 cases. See Vizcaino, 290 F.3d at 1048–50. 8 The first and most critical factor in assessing an attorneys’ fee request is “the degree of 9 success obtained.” Hensley v. Eckerhart, 461 U.S. 424, 436 (1983). As discussed, Lead Counsel 10 obtained a significant recovery for the class by obtaining a $25 million non-reversionary 11 settlement fund. The Court agrees that this represents a good result for class members. 12 This recovery must also be considered in light of the significant risks that Plaintiffs would 13 face in further litigating this case. The risk that further litigation might result in Plaintiffs not 14 recovering at all, particularly in a case involving complicated legal issues, is a significant factor in 15 assessing a fee request. See Vizcaino, 290 F.3d at 1048. As Plaintiffs explained in their motion 16 for final approval, they would face considerable difficulty obtaining a similar recovery through 17 further litigation given the complexity of this case. As Lead Counsel acknowledged, there is 18 substantial risk that Defendants could reduce or eliminate recoverable damages by establishing 19 that the IPO registration statement did not contain material misrepresentations or omissions, or via 20 a successful negative causation defense. See, e.g., Dkt. No. 312 at 16–19. 21 Counsel also litigated this case skillfully and professionally. Lead Counsel obtained class 22 certification and adeptly responded to several attempts to defeat their case, including a motion to 23 dismiss and motion for judgment on the pleadings. Dkt. Nos. 96, 177, 179; In re Omnivision 24 Techs., Inc., 559 F. Supp. 2d 1036, 1047 (N.D. Cal. 2008) (“That Plaintiffs’ case withstood two [] 25 motions [to dismiss], despite other weaknesses, is some testament to Lead Counsel’s skill.”). 26 Lead Counsel also conducted significant discovery and navigated numerous disputes, attending at 27 least twenty-three meet and confers and briefing four discovery issues. Block Decl. ¶¶ 29–76. 1 for the last few years weighs in favor of a substantial attorneys’ fee award. See Vizcaino, 290 F.3d 2 at 1050. Here, counsel spent significant time on this case without any certainty that they would be 3 compensated. 4 Outcomes in similar cases also support awarding Lead Counsel the benchmark 25% of the 5 common fund. Other courts have observed that “awards of thirty percent are not uncommon in 6 securities class actions.” See Omnivision, 559 F. Supp. 2d at 1047–48 (collecting cases). 7 Plaintiffs cite to several cases in which courts, including this one, “have concluded that a 25 8 percent award was appropriate in complex securities class actions.” Destefano v. Zynga, Inc., No. 9 12-CV-04007-JSC, 2016 WL 537946, at *18 (N.D. Cal. Feb. 11, 2016) (collecting cases); see also 10 Vataj v. Johnson, No. 19-CV-06996-HSG, 2021 WL 5161927, at *10 (N.D. Cal. Nov. 5, 2021) 11 (awarding 25% of a $10 million fund representing 2–3% of potential damages). There is no 12 compelling reason to depart from the benchmark in this case. 13 And as a final check on the reasonableness of fees, the Court may compare the requested 14 fees with counsel’s bills under the lodestar analysis. See, e.g., Vizcaino, 290 F.3d at 1050–51 15 (“Calculation of the lodestar, which measures the lawyers’ investment of time in the litigation, 16 provides a check on the reasonableness of the percentage award.”). The Court must “exclude from 17 this initial fee calculation hours that were not ‘reasonably expended.’” Hensley, 461 U.S. at 434. 18 Lead Counsel represents that it spent a total of 6,337.4 hours on this case for a lodestar of 19 $4,247,394.50. Dkt. No. 312 at 24–25; Block Decl. ¶¶ 181–82. Lead Counsel’s hourly rates 20 range from $900 to $1,200 for partners, $375 to $605 for associates, and $250 to $300 for 21 paralegals, which is in line with prevailing rates in this district for personnel of comparable 22 experience, skill, and reputation. Block Decl. ¶¶ 177, 180–81; see, e.g., Hefler v. Wells Fargo & 23 Co., No. 16-CV-05479, 2018 WL 6619983, at *14 (N.D. Cal. Dec. 18, 2018) (finding rates 24 ranging from $650 to $1,250 for partners or senior counsel and from $400 to $650 for associates 25 as reasonable); In re Volkswagen “Clean Diesel” Mktg., Sales Pracs., & Prod. Liab. Litig., No. 26 2672 CRB (JSC), 2017 WL 1047834, at *5 (N.D. Cal. March 17, 2017) (finding rates ranging 27 from $275 to $1,600 for partners, $150 to $790 for associates, and $80 to $490 for paralegals 1 cases, courts have approved multipliers ranging from 1.0 to 4.0. See Vizcaino, 290 F.3d at 1051 2 n.6 (finding a range of 0.6 to 19.6 in a survey of 24 cases, with 83% in the 1.0 to 4.0 range and 3 54% in the 1.5 to 3.0 range); Vataj, 2021 WL 5161927, at *9 (approving 2.5 multiplier in 4 securities case). Overall, the lodestar cross-check supports the reasonableness of the fee. 5 An attorney who has created a common fund for the benefit of the class is also entitled to 6 reimbursement of reasonable litigation costs from that fund. See Harris, 24 F.3d 16 at 19. Lead 7 Counsel provided a breakdown of expenses by category, including costs for class notice, 8 consulting experts, and mediation. Block Decl. ¶ 189. The Court finds that Lead Counsel’s 9 requested expenses are reasonable and grants the request. 10 * * * 11 The Court accordingly GRANTS the request for attorneys’ fees and litigation expenses, 12 and awards to Lead Counsel $6,250,000 in attorneys’ fees and $498,683.75 in costs. 13 b. Reasonable Costs and Expenses for Lead Plaintiff 14 Last, Lead Plaintiff requests $10,000 for reasonable costs and expenses related to his 15 representation of the class, or in the alternative, $8,000 for time spent on this case that he 16 otherwise would have spent working. Dkt. No. 313 at 3–4. 17 The PSLRA prohibits incentive awards, stating that named plaintiffs “will not accept any 18 payment for serving as a representative party on behalf of a class beyond the plaintiff’s pro rata 19 share of any recovery.” 15 U.S.C. § 78u–4(a)(2)(A)(vi); see also Rodriguez, 563 F.3d at 960 n.4 20 (“The [PSLRA] prohibits granting incentive awards to class representatives in securities class 21 actions.”); Schwartz v. Arena Pharms., Inc., 775 F. App’x 342, 343 (9th Cir. 2019) (finding 22 district court abused its discretion in granting an incentive award rather than assessing request for 23 lost wages under the PSLRA). 24 However, courts may still award “reasonable costs and expenses (including lost wages) 25 directly relating to the representation of the class.” 15 U.S.C. § 78u-4(a)(4). At preliminary 26 approval, the Court advised “Lead Plaintiff will need to provide ‘meaningful evidence 27 demonstrating that the requested amounts represent actual costs and expenses incurred directly as 1 17740302, at *5 (N.D. Cal. Dec. 16, 2022) (quoting In re Twitter Inc. Sec. Litig., No. 16-CV- 2 05314-JST, 2022 WL 17248110, at *2 (N.D. Cal. Nov. 21, 2022)). 3 Although Lead Plaintiff spent substantial time on this case, he has not provided 4 documentation of any actual costs, expenses, or lost wages related to litigation that would be 5 reimbursable under the PSLRA. See Dkt. No. 314-10 (“Keiner Decl.”). Lead Plaintiff states that 6 he spent forty hours on this case that he “otherwise would have devoted” to his job and estimates a 7 fair hourly rate of $200. See id. ¶¶ 11–12. But he provides no evidence for this rate. Moreover, 8 Lead Plaintiff was salaried in the positions he held during this litigation and does not claim to have 9 lost any income. Id. ¶ 12. Thus, Plaintiff is essentially requesting to be paid for his time and 10 effort at an unsubstantiated hourly rate, not seeking recovery of costs, expenses, or lost wages that 11 would be permissible under the PSLRA. Thus, the Court DENIES Lead Plaintiff’s request. See 12 Schueneman v. Arena Pharms., Inc., No. 310CV01959CABBLM, 2019 WL 6700880, at *1 (S.D. 13 Cal. Dec. 9, 2019) (on remand, finding “Schwartz’s generalized statement that he would have 14 spent the time he spent on this case ‘on other work’ fails to provide any basis for determining 15 whether Schwartz . . . lost any wages or income as a result of the time spent on this case”); In re 16 Twitter, 2022 WL 17248110, at *2 (denying award request for failure to provide meaningful 17 evidence of costs and expenses); In re Yahoo! Inc. Sec. Litig., No. 17-CV-00373-LHK, 2018 WL 18 4283377, at *3 (N.D. Cal. Sept. 7, 2018) (finding “compensatory award” for “time and effort 19 expended” not appropriate under the PSLRA).10 20 III. CONCLUSION 21 The Court GRANTS the motions for final approval of class action settlement and 22 attorneys’ fees and litigation expenses. Dkt. Nos. 311, 312. The Court awards attorneys’ fees in 23 the amount of $6,250,000 and litigation expenses in the amount of $498,683.75. The Court 24 DENIES the motion for costs for Lead Plaintiff. Dkt. No. 313. 25

26 10 Several courts, including this one, have sometimes granted what are essentially incentive awards under the PSLRA, and Lead Plaintiff cites to several of them in his briefing. See Dkt. No. 313 at 27 4–5. Upon further review, the Court agrees with courts in this district that have found this practice 1 The administrative motion to seal at Dkt. No. 348 is DENIED. State Plaintiffs are 2 || DIRECTED to file public versions of all documents or portions of documents for which the 3 || proposed sealing has been denied within seven days from the date of this order. 4 The parties and settlement administrator are directed to implement this Final Order and the 5 settlement agreement in accordance with the terms of the settlement agreement. The parties are 6 || further directed to file a short stipulated final judgment of two pages or less within 21 days from 7 the date of this order. The judgment need not, and should not, repeat the analysis in this order. 8 Within 21 days after the settlement checks become stale (or, if no checks are issued, all 9 funds have been paid to class members, cy pres beneficiaries, and others pursuant to the settlement 10 agreement), the parties must file a Post-Distribution Accounting, which provides the following 11 information: 12 The total settlement fund, the total number of class members, the total number of class members to whom notice was sent and not returned 13 as undeliverable, the number and percentage of claim forms submitted, the number and percentage of opt-outs, the number and percentage of objections, the average, median, maximum, and minimum recovery per claimant, the method(s) of notice and the 2 15 method(s) of payment to class members, the number and value of 2 checks not cashed, the amounts distributed to each cy pres recipient, 16 the administrative costs, the attorneys’ fees and costs, the attorneys’ fees in terms of percentage of the settlement fund, plaintiffs’ counsel’s updated lodestar total, and the lodestar multiplier.

5 18 Counsel are directed to summarize this information in an easy-to-read chart that allows for 19 quick comparisons with other cases. The parties shall post the Post-Distribution Accounting, 20 || including the chart, on the settlement website. The Court may hold a hearing following 21 submission of the parties’ Post-Distribution Accounting. 22 IT IS SO ORDERED. 23 Dated: 8/7/2023 24 7 Marpurted ZB Ld, □□ 95 HAYWOOD S. GILLIAM, JR. United States District Judge 26 27 28