SEC v. BARRY SIEGEL, No. 1:24-CV-7210, Southern District of New York (Sept. 24, 2024) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Sheldon L. Pollock
Celeste Chase
Jeremy Brandt (pending admission
pro hac vice)
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0194 (Brandt)
[email protected]
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
-against-
BARRY SIEGEL,
Defendant
COMPLAINT
24 Civ. _____ (       )
JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendant Barry Siegel (“Defendant” or “Siegel”), alleges as follows:
SUMMARY
1.This case involves unlawful insider trading by Siegel in the securities of Foot Locker,
Inc. (“Foot Locker”), a publicly traded clothing and footwear retailer. On May 17, 2023, Siegel, who
was then employed by Foot Locker as Senior Director of Order Planning Management, North
America, sold short Foot Locker common stock in advance of the company’s first quarter 2023
earnings announcement on May 19, 2023. After the announcement, Foot Locker’s stock price fell by
27.24%, and Siegel bought Foot Locker stock to cover his short position, profiting by $82,736.06.

2
2. On August 18, 2023, about a week after he was laid off from his job at Foot Locker,
Siegel again sold short Foot Locker common stock, this time in advance of the company’s
announcement of its second quarter 2023 earnings on August 23, 2023. After that announcement,
Foot Locker’s stock price fell by 28.28%, and Siegel bought Foot Locker stock to cover his short
position, profiting by $30,132.89.
3. Before each of his short sales, Siegel was in possession of material nonpublic
information concerning Foot Locker’s operating results, including negative sales and inventory
figures. Siegel was subject to Foot Locker’s Code of Business Conduct, which included a prohibition
against trading while in possession of material nonpublic information both during and after
employment at Foot Locker. Siegel, nonetheless, traded based on this material nonpublic
information and reaped profits totaling $112,868.95.
VIOLATIONS
4. By virtue of the foregoing conduct and as alleged further herein, Siegel has violated
Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b)
of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
5. Unless Siegel is restrained and enjoined, he will engage in the acts, practices,
transactions, and courses of business set forth in this Complaint or in acts, practices, transactions,
and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
6. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Section 20(b) [15 U.S.C. §§ 77t(b)] and Exchange Act Section 21A(a) [15 U.S.C.
§ 78u-1(a)].
7. The Commission seeks a final judgment: (a) permanently enjoining Defendant from

3
violating the federal securities laws and rule this Complaint alleges he has violated; (b) ordering
Defendant to disgorge all ill-gotten gains he received as a result of the violations alleged here and to
pay prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15
U.S.C. §§ 78u(d)(5) and 78u(d)(7)]; (c) ordering Defendant to pay civil money penalties pursuant to
Exchange Act Section 21A [15 U.S.C. § 78u-1]; and (d) permanently prohibiting Defendant from
serving as an officer or director of any company that has a class of securities registered under
Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act
Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and
Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)].
JURISDICTION AND VENUE
8. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a)
[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
9. Defendant, directly and indirectly, has made use of the means or instrumentalities of
interstate commerce or of the mails in connection with the transactions, acts, practices, and courses
of business alleged herein.
10. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and
Exchange Act Section 27 [15 U.S.C. § 78aa]. Defendant may be found in, is an inhabitant of, or
transacts business in the Southern District of  New York, and certain of  the acts, practices,
transactions, and courses of  business alleged in this Complaint occurred within this District,
including that Foot Locker’s corporate headquarters, where Defendant worked, is within the District.
Furthermore, Defendant lives in this District.
DEFENDANT
11. Siegel, age 56, resides in New York, New York. Defendant Siegel was employed by
Foot Locker from 1998 to 2006, and again from 2011 to 2023. His most recent title at Foot Locker

4
was the Senior Director of Order Planning Management, North America. Siegel’s employment at
Foot Locker was terminated on August 9, 2023, amid a round of corporate layoffs.
OTHER RELEVANT ENTITY
12. Foot Locker, a New York corporation headquartered in New York, New York, is a
leading footwear and apparel retailer. Foot Locker’s common stock is registered with the
Commission pursuant to Section 12(b) of the Exchange Act, and its common stock is listed and
trades on the New York Stock Exchange under the ticker symbol “FL.” As of February 3, 2024,
Foot Locker operated 2,523 stores in 26 countries.
FACTS
I. Defendant Acknowledged Foot Locker’s Prohibition Against Insider Trading.
13. From approximately January 2021 to August 9, 2023, Siegel was employed by Foot
Locker as Senior Director of Order Planning Management, North America. In that role, Siegel’s job
duties included working with buyers and planners within the company to increase allocation of
inventory to one of Foot Locker’s distribution centers with the goal of cutting the company’s
logistical expenses.
14. As a Foot Locker employee, Siegel was required to acknowledge reading and
understanding the company’s Code of Business Conduct on an annual basis.
15. Foot Locker’s Code of Business Conduct referenced the company’s Policy
Prohibiting Insider Trading, a separate document which prohibited trading in the securities of an
issuer while in possession of material nonpublic information. According to Foot Locker’s Policy
Prohibiting Insider Trading, the prohibition continued to apply after separation from the company
as long as the former employee was in possession of material nonpublic information.
16. Annually and as late as approximately April 29, 2022, Siegel acknowledged having
read and understood the Code of Business Conduct through an online question-and-answer format.

5
He answered “Yes” to the question “I hereby certify that I have read and fully understand the Code
of Business Conduct,” and he answered “No” to the question “Are you allowed to trade in Foot
Locker’s stock if you have material, nonpublic information (for example, quarterly earnings) before
the Company announces the information?”
II. Defendant Accessed Foot Locker’s Material Nonpublic Information.
17. To fulfill his job duties, Siegel was granted access to reports that detailed the
company’s sales and inventory data, including comparisons to prior periods and to the company’s
forecasts. These reports were available to Siegel via a Foot Locker internal database.
18. Foot Locker tracked employee usage of the database. Siegel frequently accessed the
database and ran and viewed reports that displayed sales and inventory data in real time, as well as
comparisons between the current year, prior year, and Foot Locker’s financial forecasts for both
sales and inventory. Siegel utilized that data to fulfill his job duties.
19. Siegel last accessed the Foot Locker database on or about August 8, 2023.
20. On or about August 9, 2023, Foot Locker terminated Siegel’s employment amid a
round of corporate layoffs.
III. Foot Locker Announced Declining Financial Performance
in the First Two Quarters of 2023.
21. When Foot Locker announced earnings for the first and second quarters of 2023, it
made public the sales and inventory data that were available to Siegel through the Foot Locker
database prior to these announcements.
22. Foot Locker announced its financial results for the first quarter of 2023 on May 19,
2023. In the press release accompanying the announcement, Foot Locker’s President and CEO said,
“our sales have since softened meaningfully given the tough macroeconomic backdrop, causing us
to reduce our guidance for the year as we take more aggressive markdowns to both drive demand
and manage inventory.” The announcement stated that as of April 29, 2023, the company’s sales

6
decreased by 11.4 percent and merchandise inventories totaled $1,758 million, 25% higher than at
the end of the first quarter of 2022.
23. While Siegel had access to sales and inventory information from this reporting
period in his role at Foot Locker, that information was not made public until the May 19, 2023,
announcement.
24. Between market close on May 18 and market close on May 19, Foot Locker’s stock
price fell from $41.52 to $30.21 per share, a decrease of 27.24%.
25. Foot Locker announced its financial results for the second quarter of 2023 on
August 23, 2023. The announcement stated that as of July 29, 2023, the company’s sales had
decreased by 9.9% and merchandise inventories stood at $1.8 billion, 11% higher than at the end of
the second quarter of 2022.
26. While Siegel had access to sales and inventory information from this reporting
period in his role at Foot Locker, that information was not made public until the August 23, 2023,
announcement.
27. Between market close on August 22 and market close on August 23, Foot Locker’s
stock price fell from $23.20 to $16.64 per share, a decrease of 28.28%.
IV. Defendant Sold Short Foot Locker Stock Before Two Quarterly Announcements.

28. On or about May 17, 2023, at approximately 1:28 p.m., Siegel sold short 8,000 shares
of Foot Locker stock.
1

29. On or about May 19, 2023, prior to the market opening, Foot Locker announced
earnings. At approximately 9:31 a.m. on the same day, Siegel bought Foot Locker stock to cover his
short position for a profit of $82,736.06.

1
  All times are shown in Eastern Time.

7
30. On or about August 18, 2023, at approximately 3:28 p.m.—about a week after Foot
Locker had laid Siegel off—Siegel sold short 3,000 shares of Foot Locker stock.
31. On or about August 23, 2023, prior to the market opening, Foot Locker announced
earnings. At approximately 9:36 a.m. on the same day, Siegel bought Foot Locker stock to cover his
short position for a profit of $30,132.89.
32. The table below shows Siegel’s profits from his May and August trades in Foot
Locker stock while he was in possession of material nonpublic information.
Opened Closed Shares
Price to sell
short
Short sale
price/share
Price to buy
to cover
Cover
price/share
Profit/loss
5/17/2023 5/19/2023 8,000 $328,212.11 $41.03 ($245,476.05) $30.68 $82,736.06
8/18/2023 8/23/2023 3,000 $76,169.39 $25.39 ($46,036.50) $15.35 $30,132.89
       $112,868.95

FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)

33. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 32.
34. Defendant, directly or indirectly, singly or in concert, in the offer or sale of securities
and by the use of the means or instruments of transportation or communication in interstate
commerce or the mails, (1) knowingly or recklessly has employed one or more devices, schemes or
artifices to defraud, (2) knowingly, recklessly, or negligently has obtained money or property by
means of one or more untrue statements of a material fact or omissions of a material fact necessary
in order to make the statements made, in light of the circumstances under which they were made,
not misleading, and/or (3) knowingly, recklessly, or negligently has engaged in one or more
transactions, practices, or courses of business which operated or would operate as a fraud or deceit
upon the purchaser.

8
35. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has
violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder

36. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 32.
37. Defendant, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or
the mails, or the facilities of a national securities exchange, knowingly or recklessly has (i) employed
one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a
material fact or omitted to state one or more material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading, and/or
(iii) engaged in one or more acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons.
38. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has
violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:

9
I.
Permanently enjoining Defendant and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,
Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and Exchange Act Sections 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
II.
Ordering Defendant to disgorge all ill-gotten gains he received directly or indirectly, with
pre-judgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act
Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)];
III.
Ordering Defendant to pay civil monetary penalties pursuant to Exchange Act Section 21A
[15 U.S.C. § 78u-1];
IV.
Permanently prohibiting Defendant from serving as an officer or director of any company
that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is
required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)]; and
V.
Granting any other and further relief this Court may deem just and proper.

10
JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
September 24, 2024
/s/ Antonia M. Apps
ANTONIA M. APPS
REGIONAL DIRECTOR
Sheldon L. Pollock
Celeste Chase
Jeremy Brandt (pending admission pro hac vice)
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0194 (Brandt)
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Sheldon L. Pollock 
Celeste Chase 
Jeremy Brandt (pending admission pro hac vice) 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0194 (Brandt)
[email protected]

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

-against-

BARRY SIEGEL, 

Defendant  

COMPLAINT 

24 Civ. _____ (       ) 

JURY TRIAL DEMANDED 

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendant Barry Siegel (“Defendant” or “Siegel”), alleges as follows: 

SUMMARY 

1. This case involves unlawful insider trading by Siegel in the securities of Foot Locker,

Inc. (“Foot Locker”), a publicly traded clothing and footwear retailer. On May 17, 2023, Siegel, who 

was then employed by Foot Locker as Senior Director of Order Planning Management, North 

America, sold short Foot Locker common stock in advance of the company’s first quarter 2023 

earnings announcement on May 19, 2023. After the announcement, Foot Locker’s stock price fell by 

27.24%, and Siegel bought Foot Locker stock to cover his short position, profiting by $82,736.06. 

Case 1:24-cv-07210     Document 1     Filed 09/24/24     Page 1 of 10



  

 2 

2. On August 18, 2023, about a week after he was laid off from his job at Foot Locker, 

Siegel again sold short Foot Locker common stock, this time in advance of the company’s 

announcement of its second quarter 2023 earnings on August 23, 2023. After that announcement, 

Foot Locker’s stock price fell by 28.28%, and Siegel bought Foot Locker stock to cover his short 

position, profiting by $30,132.89. 

3. Before each of his short sales, Siegel was in possession of material nonpublic 

information concerning Foot Locker’s operating results, including negative sales and inventory 

figures. Siegel was subject to Foot Locker’s Code of Business Conduct, which included a prohibition 

against trading while in possession of material nonpublic information both during and after 

employment at Foot Locker. Siegel, nonetheless, traded based on this material nonpublic 

information and reaped profits totaling $112,868.95. 

VIOLATIONS 

4. By virtue of the foregoing conduct and as alleged further herein, Siegel has violated 

Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) 

of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

5. Unless Siegel is restrained and enjoined, he will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, 

and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

6. The Commission brings this action pursuant to the authority conferred upon it by 

Securities Act Section 20(b) [15 U.S.C. §§ 77t(b)] and Exchange Act Section 21A(a) [15 U.S.C. 

§ 78u-1(a)].  

7. The Commission seeks a final judgment: (a) permanently enjoining Defendant from 

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 3 

violating the federal securities laws and rule this Complaint alleges he has violated; (b) ordering 

Defendant to disgorge all ill-gotten gains he received as a result of the violations alleged here and to 

pay prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 

U.S.C. §§ 78u(d)(5) and 78u(d)(7)]; (c) ordering Defendant to pay civil money penalties pursuant to 

Exchange Act Section 21A [15 U.S.C. § 78u-1]; and (d) permanently prohibiting Defendant from 

serving as an officer or director of any company that has a class of securities registered under 

Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act 

Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and 

Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]. 

JURISDICTION AND VENUE 

8. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  

9. Defendant, directly and indirectly, has made use of the means or instrumentalities of 

interstate commerce or of the mails in connection with the transactions, acts, practices, and courses 

of business alleged herein. 

10. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and 

Exchange Act Section 27 [15 U.S.C. § 78aa]. Defendant may be found in, is an inhabitant of, or 

transacts business in the Southern District of  New York, and certain of  the acts, practices, 

transactions, and courses of  business alleged in this Complaint occurred within this District, 

including that Foot Locker’s corporate headquarters, where Defendant worked, is within the District.  

Furthermore, Defendant lives in this District. 

DEFENDANT 

11. Siegel, age 56, resides in New York, New York. Defendant Siegel was employed by 

Foot Locker from 1998 to 2006, and again from 2011 to 2023. His most recent title at Foot Locker 

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was the Senior Director of Order Planning Management, North America. Siegel’s employment at 

Foot Locker was terminated on August 9, 2023, amid a round of corporate layoffs. 

OTHER RELEVANT ENTITY 

12. Foot Locker, a New York corporation headquartered in New York, New York, is a 

leading footwear and apparel retailer. Foot Locker’s common stock is registered with the 

Commission pursuant to Section 12(b) of the Exchange Act, and its common stock is listed and 

trades on the New York Stock Exchange under the ticker symbol “FL.” As of February 3, 2024, 

Foot Locker operated 2,523 stores in 26 countries. 

FACTS 

I. Defendant Acknowledged Foot Locker’s Prohibition Against Insider Trading. 

13. From approximately January 2021 to August 9, 2023, Siegel was employed by Foot 

Locker as Senior Director of Order Planning Management, North America. In that role, Siegel’s job 

duties included working with buyers and planners within the company to increase allocation of 

inventory to one of Foot Locker’s distribution centers with the goal of cutting the company’s 

logistical expenses. 

14. As a Foot Locker employee, Siegel was required to acknowledge reading and 

understanding the company’s Code of Business Conduct on an annual basis. 

15. Foot Locker’s Code of Business Conduct referenced the company’s Policy 

Prohibiting Insider Trading, a separate document which prohibited trading in the securities of an 

issuer while in possession of material nonpublic information. According to Foot Locker’s Policy 

Prohibiting Insider Trading, the prohibition continued to apply after separation from the company 

as long as the former employee was in possession of material nonpublic information. 

16. Annually and as late as approximately April 29, 2022, Siegel acknowledged having 

read and understood the Code of Business Conduct through an online question-and-answer format. 

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He answered “Yes” to the question “I hereby certify that I have read and fully understand the Code 

of Business Conduct,” and he answered “No” to the question “Are you allowed to trade in Foot 

Locker’s stock if you have material, nonpublic information (for example, quarterly earnings) before 

the Company announces the information?” 

II. Defendant Accessed Foot Locker’s Material Nonpublic Information. 

17. To fulfill his job duties, Siegel was granted access to reports that detailed the 

company’s sales and inventory data, including comparisons to prior periods and to the company’s 

forecasts. These reports were available to Siegel via a Foot Locker internal database. 

18. Foot Locker tracked employee usage of the database. Siegel frequently accessed the 

database and ran and viewed reports that displayed sales and inventory data in real time, as well as 

comparisons between the current year, prior year, and Foot Locker’s financial forecasts for both 

sales and inventory. Siegel utilized that data to fulfill his job duties.  

19. Siegel last accessed the Foot Locker database on or about August 8, 2023. 

20. On or about August 9, 2023, Foot Locker terminated Siegel’s employment amid a 

round of corporate layoffs. 

III. Foot Locker Announced Declining Financial Performance  
in the First Two Quarters of 2023.   

21. When Foot Locker announced earnings for the first and second quarters of 2023, it 

made public the sales and inventory data that were available to Siegel through the Foot Locker 

database prior to these announcements. 

22. Foot Locker announced its financial results for the first quarter of 2023 on May 19, 

2023. In the press release accompanying the announcement, Foot Locker’s President and CEO said, 

“our sales have since softened meaningfully given the tough macroeconomic backdrop, causing us 

to reduce our guidance for the year as we take more aggressive markdowns to both drive demand 

and manage inventory.” The announcement stated that as of April 29, 2023, the company’s sales 

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decreased by 11.4 percent and merchandise inventories totaled $1,758 million, 25% higher than at 

the end of the first quarter of 2022. 

23. While Siegel had access to sales and inventory information from this reporting 

period in his role at Foot Locker, that information was not made public until the May 19, 2023, 

announcement. 

24. Between market close on May 18 and market close on May 19, Foot Locker’s stock 

price fell from $41.52 to $30.21 per share, a decrease of 27.24%. 

25. Foot Locker announced its financial results for the second quarter of 2023 on 

August 23, 2023. The announcement stated that as of July 29, 2023, the company’s sales had 

decreased by 9.9% and merchandise inventories stood at $1.8 billion, 11% higher than at the end of 

the second quarter of 2022. 

26. While Siegel had access to sales and inventory information from this reporting 

period in his role at Foot Locker, that information was not made public until the August 23, 2023, 

announcement. 

27. Between market close on August 22 and market close on August 23, Foot Locker’s 

stock price fell from $23.20 to $16.64 per share, a decrease of 28.28%. 

IV. Defendant Sold Short Foot Locker Stock Before Two Quarterly Announcements.  
 
28. On or about May 17, 2023, at approximately 1:28 p.m., Siegel sold short 8,000 shares 

of Foot Locker stock.1 

29. On or about May 19, 2023, prior to the market opening, Foot Locker announced 

earnings. At approximately 9:31 a.m. on the same day, Siegel bought Foot Locker stock to cover his 

short position for a profit of $82,736.06. 

 
1  All times are shown in Eastern Time. 

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30. On or about August 18, 2023, at approximately 3:28 p.m.—about a week after Foot 

Locker had laid Siegel off—Siegel sold short 3,000 shares of Foot Locker stock.  

31. On or about August 23, 2023, prior to the market opening, Foot Locker announced 

earnings. At approximately 9:36 a.m. on the same day, Siegel bought Foot Locker stock to cover his 

short position for a profit of $30,132.89. 

32. The table below shows Siegel’s profits from his May and August trades in Foot 

Locker stock while he was in possession of material nonpublic information.  

Opened Closed Shares Price to sell 
short 

Short sale 
price/share 

Price to buy 
to cover 

Cover 
price/share Profit/loss 

5/17/2023 5/19/2023 8,000 $328,212.11 $41.03 ($245,476.05) $30.68 $82,736.06 

8/18/2023 8/23/2023 3,000 $76,169.39 $25.39 ($46,036.50) $15.35 $30,132.89 

       $112,868.95 

 
FIRST CLAIM FOR RELIEF 

Violations of Securities Act Section 17(a) 
 

33. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 32. 

34. Defendant, directly or indirectly, singly or in concert, in the offer or sale of securities 

and by the use of the means or instruments of transportation or communication in interstate 

commerce or the mails, (1) knowingly or recklessly has employed one or more devices, schemes or 

artifices to defraud, (2) knowingly, recklessly, or negligently has obtained money or property by 

means of one or more untrue statements of a material fact or omissions of a material fact necessary 

in order to make the statements made, in light of the circumstances under which they were made, 

not misleading, and/or (3) knowingly, recklessly, or negligently has engaged in one or more 

transactions, practices, or courses of business which operated or would operate as a fraud or deceit 

upon the purchaser. 

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35. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has 

violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

 
36. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 32. 

37. Defendant, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or 

the mails, or the facilities of a national securities exchange, knowingly or recklessly has (i) employed 

one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a 

material fact or omitted to state one or more material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not misleading, and/or 

(iii) engaged in one or more acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon other persons. 

38. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has 

violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

  

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I. 

Permanently enjoining Defendant and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and Exchange Act Sections 10(b) [15 U.S.C. 

§ 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].  

II. 

Ordering Defendant to disgorge all ill-gotten gains he received directly or indirectly, with 

pre-judgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act 

Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]; 

III. 

Ordering Defendant to pay civil monetary penalties pursuant to Exchange Act Section 21A 

[15 U.S.C. § 78u-1]; 

IV. 

Permanently prohibiting Defendant from serving as an officer or director of any company 

that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is 

required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to 

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]; and  

V. 

Granting any other and further relief this Court may deem just and proper.  

  

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JURY DEMAND 

 The Commission demands a trial by jury. 

 
 
Dated: New York, New York 

September 24, 2024 
/s/ Antonia M. Apps   
ANTONIA M. APPS  
REGIONAL DIRECTOR  
Sheldon L. Pollock 
Celeste Chase 
Jeremy Brandt (pending admission pro hac vice) 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0194 (Brandt) 
[email protected] 

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