SEC v. Yu-Cheng Lin; and Believe Lin, No. 2:17-cv-000875, District of New Jersey (May 31, 2017) — Complaint

Counsel of Record
A. Kristina Littman
Stephan J. Schlegelmilch
Reid A. Muoio
Brent S. Mitchell
U.S. SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, DC 20549
Telephone: (202) 551-4935

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

____________________________________
:
UNITED STATES SECURITIES AND    :  Case No. 2:17-cv-00875-JLL-JAD
EXCHANGE       COMMISSION,                     :
:
  Plaintiff,       :
  vs.        :
          :
YU-CHENG LIN, a/k/a BELIEVE LIN, :
          :  JURY TRIAL DEMANDED
Defendant.                                          :
___________________________________  :

FIRST AMENDED COMPLAINT
Plaintiff United States Securities and Exchange Commission (the “Commission”), 100 F
Street, N.E., Washington, DC 20549, alleges as follows against Defendant Yu-Cheng Lin, also
known as Believe Lin, whose last known contact information is as follows:  Residential Address, No.
53, XinYuan Road, QiPan Village, KuKung Township, YunLin County, Taiwan 646; Postal Address,
9F No. 32, Lane 22, GuangFu South Road, SongShan Dist., Taipei City 105, Taiwan.
SUMMARY
1. This civil action involves serial insider trading by the defendant, Yu-Cheng Lin
(“Lin”), in advance of earnings announcements by Ubiquiti Networks Inc. (“Ubiquiti” or
“company”), a publicly-traded technology company headquartered in San Jose, California.  Lin was

2
 
employed by Ubiquiti in Taiwan from approximately March 2011 until June 2015.  Lin continues to
work and reside in Taiwan.
2. Lin engaged in at least two separate periods of insider trading in Ubiquiti securities,
one series of trades in 2014 while he worked for Ubiquiti and another in 2016-2017.
3. In 2014, Lin either tipped material nonpublic information regarding Ubiquiti or
personally directed or controlled trading in Ubiquiti common stock using a brokerage account
located in the United States.  The account was, ostensibly, owned by a close associate of Lin (the
“Associate Trader”), but, on information and belief, Lin directed her trades.  Between January 27,
2014, and September 2, 2014, the Associate Trader’s account traded in advance of record earnings
announcements by Ubiquiti on February 6, May 8, and August 7, 2014.  For twelve days in March
2014, Lin’s Associate Trader also shorted Ubiquiti stock, and the price of Ubiquiti’s stock dropped
precipitously during this period.
4. As a result of trading during this period, the Associate Trader, who had been either
directed or tipped by Lin, earned approximately $135,483 in illegal profits.
5. In 2016 and 2017, after Lin had left Ubiquiti, Lin traded in advance of quarterly
earnings announcements by Ubiquiti on May 5, August 4, November 3, 2016, and February 9, 2017,
this time in accounts held in his own name.  Lin did so by purchasing Ubiquiti common stock, call
options, and contracts-for-differences (“CFDs”) in brokerage accounts located in the United States
and overseas.  In each instance, the trading pattern was essentially the same:  Lin purchased Ubiquiti
securities shortly before Ubiquiti’s quarterly earnings announcements and then sold his Ubiquiti
securities shortly thereafter.  Lin’s Associate Trader also took highly leveraged positions in Ubiquiti
CFDs prior to the November 2016 and February 2017 announcements.  The Associate Trader’s
trades mirrored Lin’s and often occurred within minutes of Lin’s trades and were executed on either
the same computer or two computers utilizing the same IP address.

3
 
6. In each of the three announcements during the 2016 calendar year, Ubiquiti
announced, after the close of the market, record revenues and other positive financial news.  When
trading resumed, Ubiquiti’s stock price rose.  Lin sold his positions, and his profits from his trading
activity in 2016 are approximately $1,656,353:
Event Stock Options CFDs Total
May 5 $      96,518.81   $         96,518.81
Aug. 4  $      36,385.36       $    262,939.13  $    420,605.00  $      719,929.49
Nov. 3 $    111,898.09       $    322,755.89  $    405,250.79  $      839,904.77
Total $    244,802.26       $    585,695.02  $    825,855.79  $   1,656,353.07

7. On February 9, 2017, Ubiquiti again announced record revenues for the preceding
quarter.  However, the company’s announcement also included some negative results, including a
drop in gross margin.  When trading resumed, Ubiquiti’s stock price dropped.   Lin tried to sell all of
his positions and did sell most.
8. Upon information and belief, given the facts set forth below and the reasonable
inferences drawn from such facts, Lin has been directly and indirectly trading, and unless enjoined
will continue to trade, Ubiquiti securities on the basis of material, nonpublic information about the
company’s quarterly financial results.  These facts and inferences include, but are not limited to, (i)
Lin’s status as an employee and former employee of the company; (ii) the timeliness of the
suspicious trading by the Associate Trader in 2014; (iii) Lin’s continued communication with at least
one Ubiquiti employee possessing material, nonpublic information about the company; (iv) the
timeliness of Lin’s suspicious trading activity around positive earnings announcements in 2016 and
2017; (v) the profitability of his trades; (vi) the size of the transactions in relation to his reported
income and net worth; (vii) the highly leveraged nature of his positions; (viii) his being the dominant
– and often the only – purchaser of certain series of call options; (ix) the fact that, with only minor
exceptions, Lin did not trade other securities during the relevant period in the identified accounts,

4
 
and (x) similar and apparently coordinated, highly aggressive trading in Ubiquiti CFDs in 2016 and
2017 by Lin’s Associate Trader who, like Lin, reported very modest annual income.
9.  By knowingly or recklessly engaging in the conduct described in this First Amended
Complaint, Lin violated, and unless enjoined will continue to violate, the federal securities laws.
JURISDICTION AND VENUE
10. The Commission brings this action pursuant to Sections 21(d) and 21A of the
Securities Exchange Act of 1934 [15 U.S.C. §§ 78u(d) and 78u-1] to enjoin such transactions, acts,
practices, and courses of business, and to obtain disgorgement, prejudgment interest, civil money
penalties, and such other and further relief as the Court may deem just and appropriate.
11. This Court has jurisdiction over this action pursuant to Sections 21(d) and (e), 21A
and 27 of the Exchange Act [15 U.S.C. §§ 78u(d) and (e), 78u-1 and 78aa].
12. Venue in this District is proper pursuant to Section 27 of the Exchange Act [15 U.S.C.
§ 78aa].  Certain of the transactions, acts, practices, and courses of business constituting the
violations alleged herein occurred within the District of New Jersey and elsewhere, and were
affected, directly or indirectly, by making use of the means or instruments or instrumentalities of
transportation or communication in interstate commerce, or of the mails, or the facilities of a
national securities exchange.
13. Securities transactions related to this matter were executed on servers located in New
Jersey, including Direct Edge-EDGX and BATS in Secaucus, NYSE Arca in Mahwah, and
NASDAQ in Carteret.
DEFENDANT
14. Yu-Cheng Lin (“Lin”), also known as Believe Lin, is 39 years old and resides in
Taipei, Taiwan.  From approximately March 2011 until June 2015, Lin was an employee of Ubiquiti,
working in Ubiquiti’s Taipei office.  Lin currently lives and works in Taiwan for a different company.

5
 
15. Lin has a domestic brokerage account at Scottrade, Inc. (“Scottrade”) with an account
number that ends in *0866 (the “Scottrade Account”).  Lin used that account to trade Ubiquiti’s
shares and call options.  As discussed below, Lin funded the Scottrade Account from two foreign
bank accounts and has transferred $300,000 from the Scottrade Account to one of those accounts.
16. Lin has an overseas brokerage account at Saxo Bank A/S (“Saxo Bank”) and its
subsidiary Saxo Capital Markets HK Ltd. (“Saxo HK”) with a “client ID” that ends in *078 and an
account number that ends in *282 (the “Saxo Account”).  Lin used that account to trade Ubiquiti’s
shares and CFDs that reference Ubiquiti’s shares.
17. Lin has an overseas bank account at Taishin International Bank with an account
number that ends in *7268 (the “Taishin Account”).  Lin transferred money between the Taishin
Account and his brokerage accounts.
18. Lin has an overseas bank account at HSBC Bank (Taiwan) Ltd. with an account
number that ends in *3821 (the “HSBC Account”).  Lin transferred money between the HSBC
Account and his brokerage accounts.
19. Lin uses an email address that begins and ends with mit####@yahoo.com.tw (“Lin’s
Yahoo Email Account”) (redacted) and communicated with Scottrade and Saxo Bank using that
account.  Lin also uses an email address that begins and ends with bel####@gmail.com (“Lin’s
Gmail Email Account”) (redacted) and communicated with Saxo Bank with that account.
OTHER INDIVIDUALS AND ENTITIES DISCUSSED IN THIS COMPLAINT
20. Ubiquiti Networks, Inc. (“Ubiquiti”) is a corporation headquartered in San Jose,
California that develops networking technology for service providers and enterprises.  Ubiquiti’s
shares of common stock are traded on the NASDAQ Global Select Market under the symbol
“UBNT.”  Transactions in Ubiquiti shares occur, inter alia, on servers located in New Jersey,

6
 
including Direct Edge-EDGX and BATS in Secaucus, NYSE Arca in Mahwah, and NASDAQ in
Carteret.
21. “The Associate Trader,” whose identity is known to the Commission, is a 34-year-
old woman residing in Taipei, Taiwan.  Based on account opening documents, the Associate Trader
had an annual income of less than $30,000 in 2014, and €50,000 to €100,000 in 2016; she is a part-
time hair designer.  The Associate Trader had accounts at E*TRADE Securities LLC in 2014 and
Saxo Bank in 2016 and 2017.  In 2016 and 2017, the Associate Trader and Lin traded in parallel,
often within minutes or seconds of each other and often from either the same computer or two
computers utilizing the same IP address.  On information and belief, Lin directed or controlled the
trading in the Associate Trader’s accounts.
22. Scottrade, Inc. (“Scottrade”) is a brokerage firm headquartered in St. Louis, Missouri
that provides financial services to individual investors through an online platform and branch
network.  It has been registered with the Commission as a broker-dealer since 1980.
23. E*TRADE Securities LLC (“E*TRADE”) is a brokerage firm headquartered in
New York, New York that provides financial services to individual investors through an online
platform.  It has been registered with the Commission as a broker-dealer since 1991.
24. Saxo Bank A/S (“Saxo Bank”) is a Danish company headquartered in Copenhagen.
Saxo Capital Markets HK Ltd. (“Saxo HK”) is a broker-dealer located in Hong Kong and
regulated by the Securities and Futures Commission of Hong Kong.  Saxo HK is a subsidiary of
Saxo Bank.
25. Taishin International Bank Co. Ltd. (“Taishin”) is an international bank with
headquarters in Taiwan with operations in Hong Kong, Singapore and other countries.   Taishin
offers retail banking, securities investments, life insurance and other products.

7
 
26. HSBC Bank (Taiwan) Ltd. (“HSBC Taiwan”) is a subsidiary of HSBC Holdings plc,
an international bank with headquarters in London and operations in 71 countries and territories,
including the United States.  In Taiwan, HSBC offers retail banking and other products.
TERMS USED IN THIS COMPLAINT
Options
27. A stock option gives its purchaser-holder the option to buy or sell shares of an
underlying stock at a specified price (the “strike” price) at a later date.  Options are generally sold in
“contracts,” which give the option holder the opportunity to buy or sell 100 shares of an underlying
stock.
28. A “call” option gives the purchaser-holder of the option the right, but not the
obligation, to purchase the underlying security at the specified strike price within a specific time
period.  Generally, the buyer of a call option anticipates that the price of the underlying security will
increase during a specified amount of time.
29. A stock option is often described by the underlying stock, strike price, and the period
for which it is operative.  For example, a call option that gives the purchaser-holder the option to
buy Ubiquiti shares at $38 that expires in August 2016 can be abbreviated as “UBNT 38 August
2016 call options.”
Margin
30.  “Margin,” when used in connection with a brokerage account, is typically defined as
borrowed money that is used to purchase securities.  This practice is referred to as “buying on
margin.”
31. Buying with borrowed money can be extremely risky because both gains and losses are
amplified.  That is, while the potential for greater profit exists, there is a corresponding potential for

8
 
greater losses.  Buying on margin also subjects a trader to additional costs such as an interest
payment for use of the borrowed money.
CFDs
32. A “CFD” is a stock derivative that is an agreement between two parties to exchange
the difference in value of an underlying stock between the time the contract is opened and the time
at which it is closed.  If the share price increases for the underlying security, the seller pays the
difference to the buyer.  If the share price declines, the buyer must pay the seller.
33. “Notional value” refers to the cash value of the positions in an underlying stock.
34. “Leverage” refers to the difference between the amount of money a trader has on
deposit at a CFD firm and the notional value of the underlying securities traded.
Where traders use leverage, a trader can obtain positions with a notional value far larger than the
amount of money the trader has on deposit at the CFD Firm.  For example, Lin took CFD positions
in late July and early August 2016 that had a notional value of more than $3 million, while he had a
balance of only approximately $700,000 with the firm.
IP Addresses
35. Every computer or device on an electronic network has a unique numeric identifier.
Computers use these unique identifiers to send data to specific computers on a network.  Most
networks today, including all computers on the Internet, use the TCP/IP protocol as the standard
for how to communicate on the network.  In the TCP/IP protocol, the unique identifier for a
computer is called its “IP address.”
36. These unique IP addresses can be used to identify a specific computer or device and
the geographic location where the computer or device accessed the Internet.  In an effort to identify
fraud, most on-line brokerages log the IP address of each computer or device that accesses a
customer’s on-line account.

9
 
HOW CFDs WORK
37. Because equity CFDs mirror the movement and pricing of the underlying stock on a
dollar-for-dollar basis, any fluctuation in the public market price of the underlying security is
reflected in the unrealized gain or loss of the CFD position. The purchase and sale prices of equity
CFDs are generally identical to the prices quoted for the shares on the public exchange on which the
underlying stock is listed.
38. CFDs are often purchased using leverage so that traders can purchase a CFD with a
notional value larger than the cash that they deposit with the CFD firm.  Generally, a CFD investor
benefits by acquiring the future price movement of the underlying stock without having to pay for
or take formal ownership of the underlying stock.
39. Usually, purchasers of CFDs also receive other benefits commonly associated with
stock ownership, such as the right to receive dividend payments and participate in stock splits.
CFDs normally do not have an expiration date or a delivery date, and there is no restriction on the
entry or exit price of a CFD.
40. An equity CFD investor typically purchases a long position in the same manner in
which he or she would purchase common stock, by submitting an order with a CFD provider to buy
a certain number of CFDs in a particular stock.  The provider ordinarily purchases the
corresponding number of the underlying shares to hedge its position and writes the CFDs to the
investor at the same price.  As with a traditional stock transaction, the buyer is able to enter market,
limit, or stop loss orders when initiating CFD positions.  Here, Lin was advised, prior to purchasing
the CFDs at issue, that Saxo Bank, the broker/provider, would cover his purchase of Ubiquiti CFDs
by purchasing equivalent amounts of Ubiquiti common stock.
41. Finally, when initiating an equity CFD position, the investor normally is not required
to pay for the related shares or pay any premium. So the only costs associated with CFDs are

10
 
transaction fees charged by CFD providers when a customer opens and closes a position, plus a
potential payout based on any decline in the value of the underlying asset. However, CFD providers
typically require the investor to post margin on the underlying equity value.
UBIQUITI’S MATERIAL, NONPUBLIC INFORMATION
42. At the end of each quarter, Ubiquiti employees collect financial information and draft
financial statements, a press release announcing financial results, and filings to make with the
Commission.  Information about revenue, gross margin and earnings is kept highly confidential
within Ubiquiti.  Only employees with a business reason to know the financial information are
provided with that information.
43. Specifically, Ubiquiti kept confidential the revenue, gross margin, earnings and other
financial measures reported in the quarterly earnings announcements on February 6, May 8, and
August 7, 2014, May 5, August 4, November 3, 2016, and February 9, 2017, until those
announcements were released to the public.
44. Ubiquiti requires that employees sign confidentiality agreements.   Lin signed multiple
confidentiality agreements when he worked at Ubiquiti.
45. Ubiquiti has a written policy that forbids employees from trading Ubiquiti securities
using nonpublic information.  The policy expressly warned employees that insider trading was illegal
under the United States securities laws, and that violations of those laws could lead to prosecution
by the Commission and expose a violator to criminal sanctions and imprisonment.  The company’s
written insider trading policy also informed employees that the company’s “[f]inancial results,
financial condition, earnings pre-announcements, guidance, projections or forecasts” are “material”
information subject to the insider trading rules and prohibitions.  Lin knew of Ubiquiti’s policy
against insider trading.

11
 
46. Additionally, Ubiquiti created and distributed to employees a Code of Business
Conduct and Ethics, which also contained a provision regarding the importance of maintaining the
confidentiality of the company’s information.  Lin expressly acknowledged that he had received and
read the Code of Business Conduct and Ethics.
DEFENDANT’S ACCESS TO UBIQUITI’S MATERIAL NONPUBLIC INFORMATION
47. When Lin worked for Ubiquiti, he held the role of Director of Operations in
Ubiquiti’s Taipei facility.
48. As Director of Operations, Lin had access to material nonpublic information about
Ubiquiti.  As such, Lin was subject to the restrictions in trading set forth in, inter alia, Ubiquiti’s
written insider trading policy.
49.  After Lin left Ubiquiti, he remained in contact with at least one employee who served
as a Product Manager in Taipei, including by email, instant message, telephone and in-person
meetings.  One of the topics that Lin discussed with the employee was options trading.
50. Ubiquiti Product Managers oversee the manufacturing of products by contract
manufacturers, which Ubiquiti sells to its customers.  Product Managers have access to, among other
things, forecasts about demand for certain products.  These forecasts predict how much product
Ubiquiti will need to order from its contract manufacturers for the upcoming two to four months in
order to fulfill anticipated customer orders.  Thus, Product Managers are aware of changes to certain
of Ubiquiti’s sales and projected sales, which Ubiquiti keeps confidential until it publicly announces
quarterly earnings.
51. Product Managers at Ubiquiti did not have access to Ubiquiti’s full financial picture.
For example, they did not generally have access to information about Ubiquiti’s expenses or gross
margin.  In addition, they did not have access to Ubiquiti’s financial statements or drafts of the
quarterly press releases or filings, including calculations about earnings per share or gross margin.

12
 
DEFENDANT’S MONEY AND ACCOUNTS
52. Lin used multiple bank and brokerage accounts to fund and conduct his trading of
Ubiquiti securities.  Based on Lin’s representations, Lin funded his brokerage accounts by borrowing
hundreds of thousands of dollars from other, as yet unknown individuals based on agreements
whose terms the Commission is presently unable to determine.
53. The Associate Trader opened an account at E*TRADE in January 2014, but withdrew
nearly all of the money from the account on September 5, 2014.  The account is still active and
currently has a balance of $0.20.
54. In December 2015, Lin opened the Scottrade Account.  Lin funded the Scottrade
Account in December 2015 by transferring $55,000 from the Taishin Account and $377,000 from
the HSBC Account.
55. In April 2016, Lin transferred $300,000 from the Scottrade Account to the HSBC
Account.  That was the only transfer out of the Scottrade Account during the Relevant Period.
56. In June 2016, Lin opened the Saxo Account.  From June to December 2016, Lin
funded the Saxo Account by transferring money from the Taishin Account – $214,979.50 in June
2016, $289,968.50 in July 2016, $197,479.50 in August 2016, and $188,361.50 in October 2016.
During the same period, Lin transferred $600,000 out of the Saxo Account to the Taishin Account -
- $300,000 in August 2016 and $300,000 in December 2016.
57. In October 2016, the Associate Trader opened an account at Saxo Bank.  Lin assisted
the Associate Trader to open the account, informing Saxo Bank that the Associate Trader “want[ed]
to buy US Stock/CFD also.”  The Associate Trader funded her Saxo Bank account by transferring
$429,000 on November 2, 2016, and $299,000 on November 3, 2016.
58. On February 2, 2017, Lin funded his Saxo Account by transferring $614,979.50 from
the Taishin Account.

13
 
59. According to a sworn declaration submitted by Lin, Lin contends that he borrowed
much or all of the money deposited into the Saxo Account from other, unknown individuals based
on agreements whose terms the Commission is presently unable to determine.
60. On or after February 10, 2017, and after Lin had been served with this Court’s
February 9, 2017 temporary restraining order, Lin instructed Saxo Bank to sell or close out all the
assets in the Saxo Account and to transfer all of the money to the Taishin Account.  According to
Lin and other records, Lin was in Kathmandu, Nepal when he sent this instruction.
61. A few hours after Lin instructed Saxo Bank to sell or close out all the assets in his
Saxo Account and to transfer all of the money, Saxo Bank received identical instructions regarding
the Associate Trader’s account.  Based on the IP address associated with these instructions, which
show that they were input from a computer located in Kathmandu, Nepal, it is reasonable to infer
that Lin directed these transactions in the Associate Trader’s account.
62. Lin concedes that he had actual notice of this litigation and the Court’s February 9,
2017 temporary restraining order and asset freeze by, at least, February 13, 2017.
63. On February 15, 2017, at Lin’s request, Saxo Bank transferred $631,360.42 to Lin’s
Taishin Account.
64. In response to discovery requests and in a sworn declaration submitted to the Court,
Lin has represented that on or after February 15, 2017, Lin gave the money from the February 15,
2017, withdrawal to other people that he will not identify, thereby dissipating the funds he received
from Saxo Bank, despite the Court’s February 9, 2017 restraining order.
65. However, financial records indicate that Lin’s representations to the Court and the
Commission are false.  On February 16, 2017, Lin instructed Taishin to transfer NT$7,300,000 – or
about $240,000 – to an account at HSBC whose beneficiary has the family name “Lin.”

14
 
66. On February 16, 2017, Lin also instructed Taishin to transfer NT$8,015,987 – or
about $263,000 – to Global Securities Finance Corporation, a company that, upon information and
belief, is a company that allows its customers to trade securities on margin.
67. On February 21, 2017, Lin instructed Taishin to transfer $171,682 to an E Sun
Commercial Bank account whose beneficiary is identified as “Yu-Cheng Lin.”
68. The current location of the funds withdrawn from the Associate Trader’s Saxo Bank
account is presently unknown.
RELEVANT TRADING ACTIVITY
The Associate Trader’s Suspicious Trading in 2014
69. The Associate Trader opened an account at E*TRADE in January 2014, during the
period that Lin was employed by Ubiquiti.
70. From January 27 to February 3, 2014, the Associate Trader bought 20,000 shares of
Ubiquiti common stock for $811,624.70.  At 4:30 pm on February 6, 2014, Ubiquiti announced
record earnings.  Ubiquiti’s stock price increased from a closing price of $40.94 on February 6, 2014
to $42.46 on February 7 and continued rising, reaching $50.00 on February 18.  From February 7 to
February 18, 2014, the Associate Trader sold all 20,000 Ubiquiti shares for $904,178.70, yielding a
profit of $92,554.
71. From March 12 to March 19, 2014, the Associate Trader sold short 16,000 Ubiquiti
shares for $864,134.32, allowing her to profit if Ubiquiti’s share price fell.  The per-share price of
Ubiquiti common stock fell precipitously from a closing price of $56.20 on March 20, 2014 to
$50.19 on March 24, 2014 (down 5.4% on March 24th alone).  On March 24, 2014, the Associate
Trader bought 16,000 Ubiquiti shares to cover her short position for $801,600.00, yielding a profit
of $62,534.32.

15
 
72. From April 3 to May 8, 2014, the Associate Trader bought 25,000 Ubiquiti shares for
$1,071,299.50.  At 4:05 pm on May 8, 2014, Ubiquiti announced record earnings.  However,
Ubiquiti’s stock price declined from a close of $41.37 on May 8 to $31.38 on May 9.  From May 13
to June 5, 2014, the Associate Trader sold 12,000 Ubiquiti shares (at a loss) for $417,250.00.  On
June 23, 2014, the Associate Trader sold 3,000 UBNT shares (at a profit) for $138,000.00.
73. From June 25 to July 15, 2014, the Associate Trader bought 9,000 Ubiquiti shares for
$368,700.00, bringing her Ubiquiti holdings back up to 19,000 shares.  At 4:00 pm on August 7,
2014, Ubiquiti again announced record earnings.  Ubiquiti’s stock price increased from a close of
$39.32 on August 7 to $42.09 on August 8 and continued to rise into September.  From August 8 to
September 2, 2014, the Associate Trader sold all 19,000 Ubiquiti shares for $865,144.50.
74. The net profit on the Associate Trader’s trading of Ubiquiti stock in 2014 was
$135,483.
75. Given Lin and the Associate Trader’s coordinated trading in 2016 and 2017, and given
Lin’s apparent control over or direction of the Associate Trader’s Saxo Bank account in 2016 and
2017, it is reasonable to infer that Lin directed or controlled the Associate Trader’s account and
trading in Ubiquiti securities in 2014, while Lin was in possession of material, nonpublic information
regarding Ubiquiti.
Lin’s Suspicious Trading in 2016 and 2017
76. Upon information and belief, and based upon the reasonable inferences drawn from
the evidence presented herein, Lin also improperly obtained and traded in his own name on the
basis of material nonpublic information concerning Ubiquiti’s positive earnings announcements in
2016 and 2017.
77. Specifically, Lin traded in advance of quarterly earnings announcements by Ubiquiti on
May 5, August 4, November 3, 2016, and February 9, 2017.  Lin did so by purchasing Ubiquiti

16
 
common stock, call options and CFDs in the Scottrade Account and the Saxo Account.  In each
instance, the trading pattern was essentially the same:  Lin bought Ubiquiti securities using leverage
shortly before the company’s quarterly earnings announcements and then sold those securities at a
profit shortly thereafter.  Lin’s profits during 2016 from this trading activity were approximately
$1,656,353.
78. Lin’s suspicious trading in Ubiquiti securities coincided with a string of record-
breaking earnings announcements beginning in May 2016.
May 5 Announcement
79. On April 13, 2016, Ubiquiti announced publicly that its third quarter 2016 financial
results would be released on May 5.  After the close of the market on May 5, 2016, Ubiquiti
announced publicly “Record Revenues and Earnings” for the third quarter, including a 73%
increase in certain revenues year-over-year (“May 5 Announcement”).  Ubiquiti’s stock price
increased 7.2% on this news, from $35.29 at the close of the market on May 5 to $37.84 at the close
on May 6.
80. On the day of the May 5 Announcement (but before earnings were announced), Lin
purchased 17,000 shares of Ubiquiti common stock in his account at Scottrade.   Lin purchased
some of these shares on margin.  He used $439,610 of his own funds, all of his available cash in the
Scottrade account, and he borrowed an additional $157,077 from Scottrade.  This represented a
long exposure to Ubiquiti common stock of nearly $600,000.  At the time of those purchases, Lin
owned no Ubiquiti common stock.
81. Lin sold a majority of his position within days of the May 5 Announcement and all but
4,000 shares by the end of May 2016.  Lin’s trading profits were approximately $96,518 on the May
5 Announcement.

17
 
August 4 Announcement
82. On July 20, 2016, Ubiquiti announced publicly that its fourth quarter 2016 financial
results would be released on August 4.  After the close of the market on August 4, 2016, Ubiquiti
announced publicly “Record Revenues and Earnings” for the fourth quarter, including an 89%
increase in certain revenues year-over-year (“August 4 Announcement”).  Ubiquiti’s stock price
increased 10.1% on this news, from $45.06 at the close of the market on August 4 to $49.61 at the
close on August 5.
83. In the six weeks leading up to the August 4 Announcement, Lin purchased Ubiquiti
common stock, call options, and CFDs in the Scottrade and Saxo Accounts.  Lin invested
approximately $433,381 to buy the shares and options.  To do so, he borrowed approximately
$218,352 from Scottrade.  As a result, Lin acquired exposure to a total of 132,000 shares of Ubiquiti
common stock.   This represented a leveraged long exposure to Ubiquiti common stock with a
notional value of more than $5 million.
84. Lin sold the majority of his positions on August 5, 2016, the day after the August 4
Announcement and the balance by the end of September 2016.  His trading profits were
approximately $718,350 on the August 4 Announcement.
November 3 Announcement
85. On October 14, 2016, Ubiquiti announced publicly that its first quarter 2017 financial
results would be released on November 3.  After the close of the market on November 3, 2016,
Ubiquiti announced publicly “Record Revenues and Earnings” for the first quarter, including a 75%
increase in certain revenues year-over-year (“November 3 Announcement”).  Ubiquiti’s stock price
increased 3.4% on this news, from $51.76 at the close of the market on November 3 to $53.50 at
the close on November 4.

18
 
86. In the three weeks leading up to the November 3 Announcement, Lin purchased
Ubiquiti common stock, call options and CFDs in the Scottrade and the Saxo Accounts.  Lin
invested approximately $1,012,000 in stock and options.  To amass this unusually large position in
Ubiquiti, Lin used all available cash in his Scottrade Account, liquidated all other securities in his
Scottrade Account, and borrowed $149,171 from Scottrade.  As a result, Lin acquired exposure to a
total of 178,000 shares of Ubiquiti common stock.   This represented a leveraged long exposure to
Ubiquiti common stock with a notional value of approximately $9 million.
87. Lin sold a majority of his positions within days after the November 3 Announcement.
His trading profits were approximately $839,904 on the November 3 Announcement.
February 9 Announcement
88. On January 18, 2017, Ubiquiti announced publicly that its second quarter 2017
financial results would be released on February 9, 2017.
89. In the two-and-a-half weeks leading up to the February 9 Announcement, Lin
purchased Ubiquiti common stock, call options and CFDs in the Scottrade and the Saxo Accounts.
In the Scottrade Account, Lin invested approximately $1.2 million in Ubiquiti call options.  In the
Saxo Account, he invested all of the money in the account – about $1.685 million – in Ubiquiti
shares and then used margin to buy a CFD position that was more than three times as large.  As a
result, Lin acquired exposure to a total of 265,902 shares of Ubiquiti common stock.   This
represented a leveraged long exposure to Ubiquiti common stock with a notional value of
approximately $17 million.
90. After the close of the market on February 9, 2017, Ubiquiti announced publicly
“Record Revenue” for the quarter, including a 32% increase in revenue year-over-year (“February 9
Announcement”).  However, the release also disclosed negative news about the impact of gross
margins on the company’s profits.  Specifically, the release disclosed that earnings per share were

19
 
$0.72, which at least one observer reported was $0.05 less than analysts had estimated, and that
gross margin had fallen to 44.6% – down from 48% in the previous quarter and from 48.8% a year
earlier.
91. Project Managers did not generally have access to information about Ubiquiti’s
expenses or gross margin.  They also did not have access to Ubiquiti’s financial statements or drafts
of the quarterly press releases or filings, including calculations about earnings per share or gross
margin.
92. Ubiquiti’s stock price dropped 16.6 % on this news, from $64.13 at the close of the
market on February 9 to $53.43 at the close on February 10.
93. Lin sold or tried to sell his Ubiquiti positions on or about the day after the February 9
Announcement and the service of the Court’s February 9, 2017 Order.  He sold all the shares and
closed all the CFDs in the Saxo Account.  He sold all of the shares and placed an order to sell
options in his Scottrade Account.  Scottrade declined some of Lin’s sell orders because of the
Court’s February 9, 2017 Order, then subsequently sold the options pursuant to the February 9,
2017 Order.
94. In addition to attempting to trade after service of the February 9, 2017 Order, Lin also
ordered Saxo Bank to withdraw all of the frozen assets from the Saxo Account and wire them to
the Taishin Account.
Other Indications of Insider Trading In 2016 and 2017
95. Lin is a former employee of Ubiquiti.  He had repeated contact with current
employees with non-public information, including information about Ubiquiti’s sales.   He made
timely, highly-suspicious trades.  In addition, as alleged above, a number of other factors are
indicative of insider trading.  These include the profitability of the trades; the size of the transactions
in relation to his reported income and net worth; the highly leveraged nature of his positions; his

20
 
being the dominant – and often the only – purchaser of certain call option series; and the fact that,
with minor exceptions, Lin did not trade any other securities during the relevant period in the
Scottrade or Saxo Accounts.
96. Lin’s enormous purchases often required him to invest all available assets in his
Scottrade and Saxo accounts and to borrow additional funds to purchase Ubiquiti securities on
margin.
Profitability of the 2016 Trades
97. Every single trade Lin placed in Ubiquiti securities ahead of the 2016 announcements
was profitable, and immensely so.  Not a single 2016 trade lost money.  Lin made $244,802 trading
in Ubiquiti common stock, $585,695 trading in Ubiquiti options, and $825,855 trading in Ubiquiti
CFDs for a total profit of $1,656,352.
Size of the Transactions Relative to Lin’s Reported Financial Condition
98. In documents submitted to Scottrade and Saxo Bank, Lin reported annual income of
$100,000 (December 2015), after-tax income of less-than $56,000 per year (June 2016) and liquid
assets of $500,000 (December 2015).  Despite these relatively modest personal finances, Lin
purchased Ubiquiti securities with notional values of up to $9 million at times during the relevant
period.  To accumulate these positions, Lin has purchased up to 12 times his annual salary in shares
and options in the Scottrade Account alone – and sometimes used all of the money in the account
and borrowed more.  For example, in the final days of January 2017, Lin spent almost $900,000
buying options that were set to expire in February and March 2017.

21
 
99. The following chart summarizes the trades that Lin put on for three quarters relative
to his income and assets in the Saxo and Scottrade Accounts:
Lin Trading Compared To Income And Assets
Announce-
ment
Money
invested or
risked
Exposure
purchased
Used
margin
to
increase
leverage
Used
CFDs or
options
to
increase
leverage
Combined
value of
Saxo and
Scottrade
Accounts
(Estimated)
Percent of
$100,000 in
income risked
on UBNT
announcement
Percent of
combined Saxo
and Scottrade
Accounts
risked on
UBNT
announcement
May
$ 439,610
 $ 596,688  Yes No  $ 447,041  283% 133%
August
$ 1,033,115
 $ 5,691,192  Yes Both  $ 911,924  917% 624%
November   $   1,541,272         $ 8,998,473  Yes Both  $ 1,765,138 1765% 510%
February     $     2,796,271     $     16,899,560      No        Both      $      2,979,614      3380%      567%

Highly Leveraged Trading
100. Lin leveraged his trading in Ubiquiti securities by borrowing money from unknown
people, borrowing money from Scottrade, buying call options, and trading CFDs on margin.  By
leveraging his trades, Lin significantly increased both the potential profits and losses of his positions.
101. Lin obtained leverage by borrowing money.   He claims to have borrowed money – at
least $600,000 – from unknown people and deposited it into the Saxo Bank account and possibly the
Scottrade Account.   Account records also show that he borrowed money from Scottrade by buying
securities on margin.
102. Lin obtained leverage by trading CFDs on margin and by buying call options that
inherently gave him exposure to more shares than he could have purchased at the same price.  For
example, in advance of the August 4 Announcement, Lin purchased 550 in-the-money August 2016
call options at a cost of $278,374, giving him exposure to 55,000 shares of Ubiquiti common stock.
By contrast, the same amount of money would have purchased outright only 6,293 shares.

22
 
103. Lin used leverage to increase both his profits and risk.  This chart summarizes the
percentage of leverage of his positions created by borrowing money from Scottrade, trading in
CFDs on margin, and buying call options.  The Commission is not able at this time to calculate the
leverage created by borrowing money from people and putting that money into the accounts.  The
following chart illustrates Lin’s use of leverage by showing the notional value of Lin’s 2016 and 2017
positions versus the money that he invested and risked:

Dominant/Exclusive Call Options Trading

104. When Lin purchased Ubiquiti call options, he bought option series that few other
investors were purchasing.  In a majority of his 14 purchases, Lin was the only person who bought
that option series on that day, making up 100% of the daily purchase volume of that particular
option series.
105. For example, Lin’s Ubiquiti options purchases before the August 4 Announcement
accounted on average for 85% of the daily purchase volume in those options series.  And Lin’s
Ubiquiti options purchases before the November 3 Announcement accounted for 100% of the daily
purchase volume in the options series he traded.
Lin Percentage Of Leverage On Positions
Event
Exposure Purchased
 Total
 Money
Invested And
Risked  Leverage
Shares
Purchased
Options –
Value Of
Shares
Controlled
CFDs
Notional
Amount
May  $ 596,688   $              -     $              -       $ 596,688   $ 282,533   111%
August   $ 155,007   $ 2,407,600   $ 3,128,585      $ 5,691,192   $ 917,455   520%
November    $ 1,303,099     $ 4,006,500   $ 3,688,874      $ 8,998,473   $ 1,765,138      410%
February      $ 1,685,750     $ 9,261,421  $ 5,952,389  $ 16,899,560      $ 2,833,294  496%
Total  $ 3,740,544     $ 15,675,521   $ 12,769,848    $ 32,185,914      $ 5,798,420      455%

23
 
No Other Securities Transactions
106. With minor exceptions, Lin traded no other securities during the relevant period in his
Scottrade or Saxo Bank account.  Lin made no investments on the scale of his Ubiquiti investments
and did not make repeated investments before any other company’s earnings reports.  While it is
possible he maintains other brokerage accounts, Lin’s employment background and modest personal
finances make it unlikely that he engages in trading on a scale similar to his Ubiquiti trading.
Identical Trading in the Associate Trader’s Account
107. Lin also helped the Associate Trader establish a trading account at Saxo Bank for the
express purpose of purchasing Ubiquiti CFDs.  Lin referred the individual to Saxo Bank and
personally assisted her in opening the account.
108. Like Lin, the Associate Trader claimed to have very modest income, earned as a “self-
employed” “hair designer.”  Yet, the individual opened a Saxo Bank account on November 2, 2016
and immediately bought hundreds of thousands of dollars of Ubiquiti CFDs.
109. Prior to the November 2016 and February 2017 earnings releases, the trading in the
Associate Trader’s account mirrored Lin’s.  And like Lin, the Associate Trader’s account purchased
only Ubiquiti shares and CFDs.
110. In the 10 days leading up to the February 9 Announcement, the Associate Trader
purchased Ubiquiti shares and CFDs in her Saxo Bank account.  She invested almost all of the
money in the account – about $1 million – in Ubiquiti shares and then used margin to buy a CFD
position that was almost three times as large.  As a result, the Associate Trader’s account acquired
exposure to a total of 63,000 shares of Ubiquiti common stock.   This represented a leveraged long
exposure to Ubiquiti common stock with a notional value of approximately $4 million.  Such a
position dwarfed the Associate Trader’s purported 2016 annual income of €50,001 to €100,000.

24
 
111. On information and belief, Lin directed or controlled the trading in the Associate
Trader’s account.  From November 2016 to at least February 2017, Lin’s Saxo Bank account and the
Associate Trader’s Saxo Bank account were repeatedly accessed, back-to-back, from a single IP
address.  Records show that a user would sign into one account and sometimes trade securities, then
disconnect.  Within minutes (or sometimes seconds), a user would sign into the other account from
the same IP address.  Upon information and belief, such back-to-back access was made by a single
user who used both accounts.
112. For example, on November 4, 2016, a user signed into the Associate Trader’s Saxo
Bank account at 13:31 Coordinated Universal Time (“UTC”) from IP address XXXXX.20.71.  The
user disconnected at 13:39 UTC.  A user then signed into Lin’s Saxo Bank account at 13:40 UTC
from the identical IP address.   The user placed orders to sell CFDs.  The user disconnected at 13:44
UTC.   Similarly, on November 15, 2016, a user signed into Lin’s Saxo Account at 22:38 UTC from
IP address XXXXX.145.3.  The user disconnected at 22:39 UTC, and then a user signed onto the
Associate Trader’s Saxo Bank account at 22:39 UTC from the identical IP address.  The user
disconnected at 22:39 UTC.
113. For some or all of the period from November 2016 to at least February 2017, on
information and belief, Lin knew the password for the Associate Trader’s Saxo Bank account.  Lin
used that password to sign into the account and to trade securities in the account.  For instance,
Lin’s declaration and other records show that Lin was in Kathmandu, Nepal in February 2017 as
part of a business trip that included stops in Hong Kong and Dubai, United Arab Emirates.  He
flew on an itinerary that listed him as the only passenger.  He arrived in Kathmandu at 22:00 local
time on February 8, 2017.  He departed Kathmandu at 18:55 local time on February 11, 2017.  From
February 8, 2017 to February 11, 2017 UTC, a user signed into Lin’s Saxo Bank account and the
Associate Trader’s Saxo Bank account from a single IP address: XXXXX.93.117.  During that same

25
 
period, a user twice signed into Lin’s Scottrade Account from IP address XXXXX.93.117.  IP
address XXXXX.93.117 is assigned to the ISP Classic Tech Pvt. in Kathmandu, Nepal.
114. During this period that Lin was in Kathmandu, Lin’s Saxo Bank account and the
Associate Trader’s Saxo Bank account were repeatedly accessed, back-to-back, from IP address
XXXXX.93.117.  Ubiquiti securities were sold in both accounts.  For example, the following chart
shows some of the activities on February 10 UTC in both Lin’s and the Associate Trader’s accounts:
Time Event IP Address
2/10/2017
15:01 UTC
User signed into Associate Trader’s Saxo Bank account XXXXX.93.117
2/10/2017
15:06 UTC
User disconnected from Associate Trader’s Saxo Bank
account

2/10/2017
15:33 UTC
User signed into Lin’s Saxo Account XXXXX.93.117
2/10/2017
15:36 UTC
User disconnected from Lin’s Saxo Account
2/10/2017
15:36 UTC
User signed into Associate Trader’s Saxo Bank account XXXXX.93.117
2/10/2017
15:38 UTC
User disconnected from Associate Trader’s Saxo Bank
account

2/10/2017
19:02 UTC
User signed into Lin’s Saxo Account XXXXX.93.117
2/10/2017
19:04 UTC
User placed order to sell securities in Lin’s Saxo Account
2/10/2017
19:06 UTC
User placed order to sell securities in Lin’s Saxo Account
2/10/2017
19:07 UTC
User placed order to sell securities in Lin’s Saxo Account
2/10/2017
19:15 UTC
User disconnected from Lin’s Saxo Account
2/10/2017
19:17 UTC
User signed into Lin’s Saxo Account XXXXX.93.117
2/10/2017
19:17 UTC
User placed order to sell securities in Lin’s Saxo Account
2/10/2017
19:18 UTC
User disconnected from Lin’s Saxo Account
2/10/2017
19:20 UTC
User signed into Associate Trader’s Saxo Bank account XXXXX.93.117
2/10/2017
19:21 UTC
User placed order to sell securities in Associate Trader’s
Saxo Bank account

2/10/2017
19:24 UTC
User disconnected from Associate Trader’s Saxo Bank
account

26
 
Time Event IP Address
2/10/2017
19:24 UTC
User signed into Associate Trader’s Saxo Bank account XXXXX.93.117
2/10/2017
19:27 UTC
User disconnected from Associate Trader’s Saxo Bank
account

115. Ubiquiti released its quarterly earnings on February 9, 2017 at 21:00 UTC (4:00 pm
EST).  The SEC emailed Lin electronic copies of the Court’s February 9, 2017 temporary restraining
order and asset freeze at about the same time.
116. On information and belief, Lin used the Associate Trader’s password to ask Saxo
Bank to withdraw $387,360 from the Associate Trader’s Saxo Bank account, the same instructions
he had given to Saxo Bank regarding his own account.  Those requests sought to remove
substantially all of the money from both accounts.  The following chart shows some of the activities
on February 11 UTC related to the requests to withdraw cash:
Time Event IP Address
2/11/2017
01:35 UTC
User signed into Lin’s Saxo Account XXXXX.93.117
2/11/2017
01:38 UTC
User requested cash withdrawal of $636,500 from Lin’s
Saxo Account

2/11/2017
09:06 UTC
User signed into Associate Trader’s Saxo Bank account XXXXX.93.117
2/11/2017
09:09 UTC
User requests cash withdrawal of $387,360 from Associate
Trader’s Saxo Bank account

2/11/2017
09:10 UTC
User disconnected from Associate Trader’s Saxo Bank
account

Lin’s CFD Trades Impacted the United States
117. As set forth above, Lin’s purchases of stocks and options directly impacted the United
States securities markets, as they were affected using the Associate Trader’s U.S.-based E*TRADE
account and Lin’s U.S.-based Scottrade account and were executed on U.S.-based securities
exchange servers, many of which are physically located in New Jersey.
118. Lin’s CFD trades were also the proximate cause of purchases of Ubiquiti common
stock in the United States by Saxo Bank, which hedged its exposure by purchasing shares through

27
 
domestic broker-dealers including Instinet (a subsidiary of Nomura Holdings, Inc.).  As with most
CFD providers, Saxo Bank set the CFD contract price with its customer by reference to the price of
its hedge.  This practice was made known to the public generally via Saxo Bank’s website and to Lin
specifically in his account opening documents.
119. For example, Saxo Bank records show Lin bought CFDs representing 5,000 shares of
Ubiquiti common stock at $36.84 on June 28, 2016.  Instinet records show Saxo Bank bought 5,000
Ubiquiti shares at $36.84 that same day.   Similarly, Saxo Bank records show Lin bought CFDs
representing shares of 5,000 common stock at a price of $41.50 on July 22, 2016 at 14:54:44 UTC
(which was 4 hours ahead of Eastern Time on that date).  Instinet records show that Saxo Bank
bought 5,000 Ubiquiti shares at a price of $41.50 that same day at 10:54:44 Eastern time.  The times
match exactly.
120. As with the Associate Trader’s purchases through E*TRADE and Lin’s purchases
through Scottrade, many of the CFD hedging transactions were executed on securities exchange
servers located in New Jersey – Direct Edge-EDGX and BATS in Secaucus, NYSE Arca in
Mahwah, and NASDAQ in Carteret.

28
 
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and
Rule 10b-5 Thereunder

121. The Commission realleges and incorporates by reference each and every allegation in
paragraphs 1 through 61, inclusive, as if they were fully set forth herein.
122. By engaging in the conduct described above, Defendant knowingly or recklessly, in
connection with the purchase or sale of securities, directly or indirectly, by use the means or
instrumentalities of interstate commerce, or the mails, or the facilities of a national securities
exchange:
(a) employed devices, schemes or artifices to defraud; and
(b) made untrue statements of material facts or omitted to state material facts
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and/or
(c) engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any person in connection with the purchase
or sale of any security.
123. By engaging in the foregoing conduct Defendant violated, and unless enjoined will
continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17
C.F.R. § 240.10b-5], thereunder.

29
 
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that this Court enter an emergency,
temporary, and preliminary order against Defendant (i) temporarily freezing Defendant’s assets; (ii)
ordering Defendant to show cause why a preliminary injunction freezing such assets should not be
entered; (iii) requiring the repatriation of assets; (iv) prohibiting Defendant from destroying, altering,
or concealing records of any kind; (v) authorizing alternative means for service of process; and (vi)
ordering expedited discovery.
 Further, the Commission respectfully requests that the Court enter a final judgment:
I.
 Permanently restraining and enjoining Defendant from, directly or indirectly, violating Section
10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
II.
 Ordering Defendant to disgorge all ill-gotten gains or unjust enrichment derived from the
activities set forth in this Complaint, together with prejudgment interest thereon;
III.
 Ordering Defendant to pay a civil penalty pursuant to Section 21A of the Exchange Act [15
U.S.C. § 78u-1]; and
IV.
 Granting such other and further relief as this Court may deem just, equitable, or necessary in
connection with the enforcement of the federal securities laws and for the protection of investors.

30
 
JURY DEMAND
  Pursuant to Rule 39 of the Federal Rules of Civil Procedure, Plaintiff demands that this
case be tried to a jury.
LOCAL RULE 11.2 CERTIFICATION
Pursuant to Local Rule 11.2, the undersigned certifies that the matter in controversy alleged
in the instant Complaint is not the subject of any other action pending in any court, or of any
pending arbitration or administrative proceeding.

April       3,       2017                                                        Respectfully       submitted,
 /s/ Stephan J. Schlegelmilch
A. Kristina Littman
Stephan J. Schlegelmilch
Reid A. Muoio
Brent S. Mitchell
U.S. SECURITIES AND EXCHANGE COMMISSION
Division of Enforcement
100 F Street, N.E.
Washington, DC  20549
(202) 551-4935 (Schlegelmilch)
(202) 772-9292 (facsimile)
[email protected]

Counsel for Plaintiff
U.S. Securities and Exchange Commission

31
 
CERTIFICATE OF SERVICE

 I hereby certify that on April 3, 2017, a true and accurate copy of the foregoing was served
electronically via the Court’s ECF system.

           /s/ Stephan J. Schlegelmilch
          Plaintiff’s counsel

Counsel of Record 
A. Kristina Littman 
Stephan J. Schlegelmilch 
Reid A. Muoio 
Brent S. Mitchell 
U.S. SECURITIES AND EXCHANGE COMMISSION 
100 F Street, N.E. 
Washington, DC 20549 
Telephone: (202) 551-4935 

 
UNITED STATES DISTRICT COURT 

DISTRICT OF NEW JERSEY 
 

____________________________________  
:  

UNITED STATES SECURITIES AND  :  Case No. 2:17-cv-00875-JLL-JAD  
EXCHANGE COMMISSION,   :  

:  
  Plaintiff,       :   
  vs.        :             
          :   
YU-CHENG LIN, a/k/a BELIEVE LIN, :  
          :  JURY TRIAL DEMANDED  

Defendant.      :  
___________________________________ : 

  
FIRST AMENDED COMPLAINT 

Plaintiff United States Securities and Exchange Commission (the “Commission”), 100 F 

Street, N.E., Washington, DC 20549, alleges as follows against Defendant Yu-Cheng Lin, also 

known as Believe Lin, whose last known contact information is as follows:  Residential Address, No. 

53, XinYuan Road, QiPan Village, KuKung Township, YunLin County, Taiwan 646; Postal Address, 

9F No. 32, Lane 22, GuangFu South Road, SongShan Dist., Taipei City 105, Taiwan. 

SUMMARY 

1. This civil action involves serial insider trading by the defendant, Yu-Cheng Lin 

(“Lin”), in advance of earnings announcements by Ubiquiti Networks Inc. (“Ubiquiti” or 

“company”), a publicly-traded technology company headquartered in San Jose, California.  Lin was 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 1 of 31 PageID: 608



2 
 

employed by Ubiquiti in Taiwan from approximately March 2011 until June 2015.  Lin continues to 

work and reside in Taiwan.  

2. Lin engaged in at least two separate periods of insider trading in Ubiquiti securities, 

one series of trades in 2014 while he worked for Ubiquiti and another in 2016-2017.  

3. In 2014, Lin either tipped material nonpublic information regarding Ubiquiti or 

personally directed or controlled trading in Ubiquiti common stock using a brokerage account 

located in the United States.  The account was, ostensibly, owned by a close associate of Lin (the 

“Associate Trader”), but, on information and belief, Lin directed her trades.  Between January 27, 

2014, and September 2, 2014, the Associate Trader’s account traded in advance of record earnings 

announcements by Ubiquiti on February 6, May 8, and August 7, 2014.  For twelve days in March 

2014, Lin’s Associate Trader also shorted Ubiquiti stock, and the price of Ubiquiti’s stock dropped 

precipitously during this period.   

4. As a result of trading during this period, the Associate Trader, who had been either 

directed or tipped by Lin, earned approximately $135,483 in illegal profits. 

5. In 2016 and 2017, after Lin had left Ubiquiti, Lin traded in advance of quarterly 

earnings announcements by Ubiquiti on May 5, August 4, November 3, 2016, and February 9, 2017, 

this time in accounts held in his own name.  Lin did so by purchasing Ubiquiti common stock, call 

options, and contracts-for-differences (“CFDs”) in brokerage accounts located in the United States 

and overseas.  In each instance, the trading pattern was essentially the same:  Lin purchased Ubiquiti 

securities shortly before Ubiquiti’s quarterly earnings announcements and then sold his Ubiquiti 

securities shortly thereafter.  Lin’s Associate Trader also took highly leveraged positions in Ubiquiti 

CFDs prior to the November 2016 and February 2017 announcements.  The Associate Trader’s 

trades mirrored Lin’s and often occurred within minutes of Lin’s trades and were executed on either 

the same computer or two computers utilizing the same IP address.   

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 2 of 31 PageID: 609



3 
 

6. In each of the three announcements during the 2016 calendar year, Ubiquiti 

announced, after the close of the market, record revenues and other positive financial news.  When 

trading resumed, Ubiquiti’s stock price rose.  Lin sold his positions, and his profits from his trading 

activity in 2016 are approximately $1,656,353: 

Event Stock Options CFDs Total 
May 5 $      96,518.81   $         96,518.81  
Aug. 4  $      36,385.36   $    262,939.13  $    420,605.00  $      719,929.49  
Nov. 3 $    111,898.09   $    322,755.89  $    405,250.79  $      839,904.77  
Total $    244,802.26   $    585,695.02  $    825,855.79  $   1,656,353.07  

 
7. On February 9, 2017, Ubiquiti again announced record revenues for the preceding 

quarter.  However, the company’s announcement also included some negative results, including a 

drop in gross margin.  When trading resumed, Ubiquiti’s stock price dropped.   Lin tried to sell all of 

his positions and did sell most. 

8. Upon information and belief, given the facts set forth below and the reasonable 

inferences drawn from such facts, Lin has been directly and indirectly trading, and unless enjoined 

will continue to trade, Ubiquiti securities on the basis of material, nonpublic information about the 

company’s quarterly financial results.  These facts and inferences include, but are not limited to, (i) 

Lin’s status as an employee and former employee of the company; (ii) the timeliness of the 

suspicious trading by the Associate Trader in 2014; (iii) Lin’s continued communication with at least 

one Ubiquiti employee possessing material, nonpublic information about the company; (iv) the 

timeliness of Lin’s suspicious trading activity around positive earnings announcements in 2016 and 

2017; (v) the profitability of his trades; (vi) the size of the transactions in relation to his reported 

income and net worth; (vii) the highly leveraged nature of his positions; (viii) his being the dominant 

– and often the only – purchaser of certain series of call options; (ix) the fact that, with only minor 

exceptions, Lin did not trade other securities during the relevant period in the identified accounts, 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 3 of 31 PageID: 610



4 
 

and (x) similar and apparently coordinated, highly aggressive trading in Ubiquiti CFDs in 2016 and 

2017 by Lin’s Associate Trader who, like Lin, reported very modest annual income.       

9.  By knowingly or recklessly engaging in the conduct described in this First Amended 

Complaint, Lin violated, and unless enjoined will continue to violate, the federal securities laws.         

JURISDICTION AND VENUE 

10. The Commission brings this action pursuant to Sections 21(d) and 21A of the 

Securities Exchange Act of 1934 [15 U.S.C. §§ 78u(d) and 78u-1] to enjoin such transactions, acts, 

practices, and courses of business, and to obtain disgorgement, prejudgment interest, civil money 

penalties, and such other and further relief as the Court may deem just and appropriate. 

11. This Court has jurisdiction over this action pursuant to Sections 21(d) and (e), 21A 

and 27 of the Exchange Act [15 U.S.C. §§ 78u(d) and (e), 78u-1 and 78aa].   

12. Venue in this District is proper pursuant to Section 27 of the Exchange Act [15 U.S.C. 

§ 78aa].  Certain of the transactions, acts, practices, and courses of business constituting the 

violations alleged herein occurred within the District of New Jersey and elsewhere, and were 

affected, directly or indirectly, by making use of the means or instruments or instrumentalities of 

transportation or communication in interstate commerce, or of the mails, or the facilities of a 

national securities exchange.   

13. Securities transactions related to this matter were executed on servers located in New 

Jersey, including Direct Edge-EDGX and BATS in Secaucus, NYSE Arca in Mahwah, and 

NASDAQ in Carteret. 

DEFENDANT 

14. Yu-Cheng Lin (“Lin”), also known as Believe Lin, is 39 years old and resides in 

Taipei, Taiwan.  From approximately March 2011 until June 2015, Lin was an employee of Ubiquiti, 

working in Ubiquiti’s Taipei office.  Lin currently lives and works in Taiwan for a different company. 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 4 of 31 PageID: 611



5 
 

15. Lin has a domestic brokerage account at Scottrade, Inc. (“Scottrade”) with an account 

number that ends in *0866 (the “Scottrade Account”).  Lin used that account to trade Ubiquiti’s 

shares and call options.  As discussed below, Lin funded the Scottrade Account from two foreign 

bank accounts and has transferred $300,000 from the Scottrade Account to one of those accounts. 

16. Lin has an overseas brokerage account at Saxo Bank A/S (“Saxo Bank”) and its 

subsidiary Saxo Capital Markets HK Ltd. (“Saxo HK”) with a “client ID” that ends in *078 and an 

account number that ends in *282 (the “Saxo Account”).  Lin used that account to trade Ubiquiti’s 

shares and CFDs that reference Ubiquiti’s shares.   

17. Lin has an overseas bank account at Taishin International Bank with an account 

number that ends in *7268 (the “Taishin Account”).  Lin transferred money between the Taishin 

Account and his brokerage accounts.  

18. Lin has an overseas bank account at HSBC Bank (Taiwan) Ltd. with an account 

number that ends in *3821 (the “HSBC Account”).  Lin transferred money between the HSBC 

Account and his brokerage accounts.  

19. Lin uses an email address that begins and ends with mit####@yahoo.com.tw (“Lin’s 

Yahoo Email Account”) (redacted) and communicated with Scottrade and Saxo Bank using that 

account.  Lin also uses an email address that begins and ends with bel####@gmail.com (“Lin’s 

Gmail Email Account”) (redacted) and communicated with Saxo Bank with that account. 

OTHER INDIVIDUALS AND ENTITIES DISCUSSED IN THIS COMPLAINT 

20. Ubiquiti Networks, Inc. (“Ubiquiti”) is a corporation headquartered in San Jose, 

California that develops networking technology for service providers and enterprises.  Ubiquiti’s 

shares of common stock are traded on the NASDAQ Global Select Market under the symbol 

“UBNT.”  Transactions in Ubiquiti shares occur, inter alia, on servers located in New Jersey, 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 5 of 31 PageID: 612



6 
 

including Direct Edge-EDGX and BATS in Secaucus, NYSE Arca in Mahwah, and NASDAQ in 

Carteret. 

21. “The Associate Trader,” whose identity is known to the Commission, is a 34-year-

old woman residing in Taipei, Taiwan.  Based on account opening documents, the Associate Trader 

had an annual income of less than $30,000 in 2014, and €50,000 to €100,000 in 2016; she is a part-

time hair designer.  The Associate Trader had accounts at E*TRADE Securities LLC in 2014 and 

Saxo Bank in 2016 and 2017.  In 2016 and 2017, the Associate Trader and Lin traded in parallel, 

often within minutes or seconds of each other and often from either the same computer or two 

computers utilizing the same IP address.  On information and belief, Lin directed or controlled the 

trading in the Associate Trader’s accounts.  

22. Scottrade, Inc. (“Scottrade”) is a brokerage firm headquartered in St. Louis, Missouri 

that provides financial services to individual investors through an online platform and branch 

network.  It has been registered with the Commission as a broker-dealer since 1980. 

23. E*TRADE Securities LLC (“E*TRADE”) is a brokerage firm headquartered in 

New York, New York that provides financial services to individual investors through an online 

platform.  It has been registered with the Commission as a broker-dealer since 1991. 

24. Saxo Bank A/S (“Saxo Bank”) is a Danish company headquartered in Copenhagen.  

Saxo Capital Markets HK Ltd. (“Saxo HK”) is a broker-dealer located in Hong Kong and 

regulated by the Securities and Futures Commission of Hong Kong.  Saxo HK is a subsidiary of 

Saxo Bank. 

25. Taishin International Bank Co. Ltd. (“Taishin”) is an international bank with 

headquarters in Taiwan with operations in Hong Kong, Singapore and other countries.   Taishin 

offers retail banking, securities investments, life insurance and other products. 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 6 of 31 PageID: 613



7 
 

26. HSBC Bank (Taiwan) Ltd. (“HSBC Taiwan”) is a subsidiary of HSBC Holdings plc, 

an international bank with headquarters in London and operations in 71 countries and territories, 

including the United States.  In Taiwan, HSBC offers retail banking and other products. 

TERMS USED IN THIS COMPLAINT 

Options 

27. A stock option gives its purchaser-holder the option to buy or sell shares of an 

underlying stock at a specified price (the “strike” price) at a later date.  Options are generally sold in 

“contracts,” which give the option holder the opportunity to buy or sell 100 shares of an underlying 

stock.   

28. A “call” option gives the purchaser-holder of the option the right, but not the 

obligation, to purchase the underlying security at the specified strike price within a specific time 

period.  Generally, the buyer of a call option anticipates that the price of the underlying security will 

increase during a specified amount of time. 

29. A stock option is often described by the underlying stock, strike price, and the period 

for which it is operative.  For example, a call option that gives the purchaser-holder the option to 

buy Ubiquiti shares at $38 that expires in August 2016 can be abbreviated as “UBNT 38 August 

2016 call options.” 

Margin 

30.  “Margin,” when used in connection with a brokerage account, is typically defined as 

borrowed money that is used to purchase securities.  This practice is referred to as “buying on 

margin.” 

31. Buying with borrowed money can be extremely risky because both gains and losses are 

amplified.  That is, while the potential for greater profit exists, there is a corresponding potential for 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 7 of 31 PageID: 614



8 
 

greater losses.  Buying on margin also subjects a trader to additional costs such as an interest 

payment for use of the borrowed money. 

CFDs 

32. A “CFD” is a stock derivative that is an agreement between two parties to exchange 

the difference in value of an underlying stock between the time the contract is opened and the time 

at which it is closed.  If the share price increases for the underlying security, the seller pays the 

difference to the buyer.  If the share price declines, the buyer must pay the seller.   

33. “Notional value” refers to the cash value of the positions in an underlying stock. 

34. “Leverage” refers to the difference between the amount of money a trader has on 

deposit at a CFD firm and the notional value of the underlying securities traded.   

Where traders use leverage, a trader can obtain positions with a notional value far larger than the 

amount of money the trader has on deposit at the CFD Firm.  For example, Lin took CFD positions 

in late July and early August 2016 that had a notional value of more than $3 million, while he had a 

balance of only approximately $700,000 with the firm. 

IP Addresses 

35. Every computer or device on an electronic network has a unique numeric identifier.  

Computers use these unique identifiers to send data to specific computers on a network.  Most 

networks today, including all computers on the Internet, use the TCP/IP protocol as the standard 

for how to communicate on the network.  In the TCP/IP protocol, the unique identifier for a 

computer is called its “IP address.” 

36. These unique IP addresses can be used to identify a specific computer or device and 

the geographic location where the computer or device accessed the Internet.  In an effort to identify 

fraud, most on-line brokerages log the IP address of each computer or device that accesses a 

customer’s on-line account. 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 8 of 31 PageID: 615



9 
 

HOW CFDs WORK 

37. Because equity CFDs mirror the movement and pricing of the underlying stock on a 

dollar-for-dollar basis, any fluctuation in the public market price of the underlying security is 

reflected in the unrealized gain or loss of the CFD position. The purchase and sale prices of equity 

CFDs are generally identical to the prices quoted for the shares on the public exchange on which the 

underlying stock is listed. 

38. CFDs are often purchased using leverage so that traders can purchase a CFD with a 

notional value larger than the cash that they deposit with the CFD firm.  Generally, a CFD investor 

benefits by acquiring the future price movement of the underlying stock without having to pay for 

or take formal ownership of the underlying stock.   

39. Usually, purchasers of CFDs also receive other benefits commonly associated with 

stock ownership, such as the right to receive dividend payments and participate in stock splits.  

CFDs normally do not have an expiration date or a delivery date, and there is no restriction on the 

entry or exit price of a CFD. 

40. An equity CFD investor typically purchases a long position in the same manner in 

which he or she would purchase common stock, by submitting an order with a CFD provider to buy 

a certain number of CFDs in a particular stock.  The provider ordinarily purchases the 

corresponding number of the underlying shares to hedge its position and writes the CFDs to the 

investor at the same price.  As with a traditional stock transaction, the buyer is able to enter market, 

limit, or stop loss orders when initiating CFD positions.  Here, Lin was advised, prior to purchasing 

the CFDs at issue, that Saxo Bank, the broker/provider, would cover his purchase of Ubiquiti CFDs 

by purchasing equivalent amounts of Ubiquiti common stock. 

41. Finally, when initiating an equity CFD position, the investor normally is not required 

to pay for the related shares or pay any premium. So the only costs associated with CFDs are 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 9 of 31 PageID: 616



10 
 

transaction fees charged by CFD providers when a customer opens and closes a position, plus a 

potential payout based on any decline in the value of the underlying asset. However, CFD providers 

typically require the investor to post margin on the underlying equity value. 

UBIQUITI’S MATERIAL, NONPUBLIC INFORMATION 

42. At the end of each quarter, Ubiquiti employees collect financial information and draft 

financial statements, a press release announcing financial results, and filings to make with the 

Commission.  Information about revenue, gross margin and earnings is kept highly confidential 

within Ubiquiti.  Only employees with a business reason to know the financial information are 

provided with that information.   

43. Specifically, Ubiquiti kept confidential the revenue, gross margin, earnings and other 

financial measures reported in the quarterly earnings announcements on February 6, May 8, and 

August 7, 2014, May 5, August 4, November 3, 2016, and February 9, 2017, until those 

announcements were released to the public. 

44. Ubiquiti requires that employees sign confidentiality agreements.   Lin signed multiple 

confidentiality agreements when he worked at Ubiquiti.   

45. Ubiquiti has a written policy that forbids employees from trading Ubiquiti securities 

using nonpublic information.  The policy expressly warned employees that insider trading was illegal 

under the United States securities laws, and that violations of those laws could lead to prosecution 

by the Commission and expose a violator to criminal sanctions and imprisonment.  The company’s 

written insider trading policy also informed employees that the company’s “[f]inancial results, 

financial condition, earnings pre-announcements, guidance, projections or forecasts” are “material” 

information subject to the insider trading rules and prohibitions.  Lin knew of Ubiquiti’s policy 

against insider trading. 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 10 of 31 PageID: 617



11 
 

46. Additionally, Ubiquiti created and distributed to employees a Code of Business 

Conduct and Ethics, which also contained a provision regarding the importance of maintaining the 

confidentiality of the company’s information.  Lin expressly acknowledged that he had received and 

read the Code of Business Conduct and Ethics. 

DEFENDANT’S ACCESS TO UBIQUITI’S MATERIAL NONPUBLIC INFORMATION 

47. When Lin worked for Ubiquiti, he held the role of Director of Operations in 

Ubiquiti’s Taipei facility.   

48. As Director of Operations, Lin had access to material nonpublic information about 

Ubiquiti.  As such, Lin was subject to the restrictions in trading set forth in, inter alia, Ubiquiti’s 

written insider trading policy. 

49.  After Lin left Ubiquiti, he remained in contact with at least one employee who served 

as a Product Manager in Taipei, including by email, instant message, telephone and in-person 

meetings.  One of the topics that Lin discussed with the employee was options trading. 

50. Ubiquiti Product Managers oversee the manufacturing of products by contract 

manufacturers, which Ubiquiti sells to its customers.  Product Managers have access to, among other 

things, forecasts about demand for certain products.  These forecasts predict how much product 

Ubiquiti will need to order from its contract manufacturers for the upcoming two to four months in 

order to fulfill anticipated customer orders.  Thus, Product Managers are aware of changes to certain 

of Ubiquiti’s sales and projected sales, which Ubiquiti keeps confidential until it publicly announces 

quarterly earnings. 

51. Product Managers at Ubiquiti did not have access to Ubiquiti’s full financial picture.  

For example, they did not generally have access to information about Ubiquiti’s expenses or gross 

margin.  In addition, they did not have access to Ubiquiti’s financial statements or drafts of the 

quarterly press releases or filings, including calculations about earnings per share or gross margin. 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 11 of 31 PageID: 618



12 
 

DEFENDANT’S MONEY AND ACCOUNTS 

52. Lin used multiple bank and brokerage accounts to fund and conduct his trading of 

Ubiquiti securities.  Based on Lin’s representations, Lin funded his brokerage accounts by borrowing 

hundreds of thousands of dollars from other, as yet unknown individuals based on agreements 

whose terms the Commission is presently unable to determine. 

53. The Associate Trader opened an account at E*TRADE in January 2014, but withdrew 

nearly all of the money from the account on September 5, 2014.  The account is still active and 

currently has a balance of $0.20. 

54. In December 2015, Lin opened the Scottrade Account.  Lin funded the Scottrade 

Account in December 2015 by transferring $55,000 from the Taishin Account and $377,000 from 

the HSBC Account. 

55. In April 2016, Lin transferred $300,000 from the Scottrade Account to the HSBC 

Account.  That was the only transfer out of the Scottrade Account during the Relevant Period. 

56. In June 2016, Lin opened the Saxo Account.  From June to December 2016, Lin 

funded the Saxo Account by transferring money from the Taishin Account – $214,979.50 in June 

2016, $289,968.50 in July 2016, $197,479.50 in August 2016, and $188,361.50 in October 2016.  

During the same period, Lin transferred $600,000 out of the Saxo Account to the Taishin Account -

- $300,000 in August 2016 and $300,000 in December 2016. 

57. In October 2016, the Associate Trader opened an account at Saxo Bank.  Lin assisted 

the Associate Trader to open the account, informing Saxo Bank that the Associate Trader “want[ed] 

to buy US Stock/CFD also.”  The Associate Trader funded her Saxo Bank account by transferring 

$429,000 on November 2, 2016, and $299,000 on November 3, 2016. 

58. On February 2, 2017, Lin funded his Saxo Account by transferring $614,979.50 from 

the Taishin Account. 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 12 of 31 PageID: 619



13 
 

59. According to a sworn declaration submitted by Lin, Lin contends that he borrowed 

much or all of the money deposited into the Saxo Account from other, unknown individuals based 

on agreements whose terms the Commission is presently unable to determine. 

60. On or after February 10, 2017, and after Lin had been served with this Court’s 

February 9, 2017 temporary restraining order, Lin instructed Saxo Bank to sell or close out all the 

assets in the Saxo Account and to transfer all of the money to the Taishin Account.  According to 

Lin and other records, Lin was in Kathmandu, Nepal when he sent this instruction.   

61. A few hours after Lin instructed Saxo Bank to sell or close out all the assets in his 

Saxo Account and to transfer all of the money, Saxo Bank received identical instructions regarding 

the Associate Trader’s account.  Based on the IP address associated with these instructions, which 

show that they were input from a computer located in Kathmandu, Nepal, it is reasonable to infer 

that Lin directed these transactions in the Associate Trader’s account. 

62. Lin concedes that he had actual notice of this litigation and the Court’s February 9, 

2017 temporary restraining order and asset freeze by, at least, February 13, 2017. 

63. On February 15, 2017, at Lin’s request, Saxo Bank transferred $631,360.42 to Lin’s 

Taishin Account. 

64. In response to discovery requests and in a sworn declaration submitted to the Court, 

Lin has represented that on or after February 15, 2017, Lin gave the money from the February 15, 

2017, withdrawal to other people that he will not identify, thereby dissipating the funds he received 

from Saxo Bank, despite the Court’s February 9, 2017 restraining order. 

65. However, financial records indicate that Lin’s representations to the Court and the 

Commission are false.  On February 16, 2017, Lin instructed Taishin to transfer NT$7,300,000 – or 

about $240,000 – to an account at HSBC whose beneficiary has the family name “Lin.” 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 13 of 31 PageID: 620



14 
 

66. On February 16, 2017, Lin also instructed Taishin to transfer NT$8,015,987 – or 

about $263,000 – to Global Securities Finance Corporation, a company that, upon information and 

belief, is a company that allows its customers to trade securities on margin.  

67. On February 21, 2017, Lin instructed Taishin to transfer $171,682 to an E Sun 

Commercial Bank account whose beneficiary is identified as “Yu-Cheng Lin.” 

68. The current location of the funds withdrawn from the Associate Trader’s Saxo Bank 

account is presently unknown. 

RELEVANT TRADING ACTIVITY 

The Associate Trader’s Suspicious Trading in 2014 

69. The Associate Trader opened an account at E*TRADE in January 2014, during the 

period that Lin was employed by Ubiquiti. 

70. From January 27 to February 3, 2014, the Associate Trader bought 20,000 shares of 

Ubiquiti common stock for $811,624.70.  At 4:30 pm on February 6, 2014, Ubiquiti announced 

record earnings.  Ubiquiti’s stock price increased from a closing price of $40.94 on February 6, 2014 

to $42.46 on February 7 and continued rising, reaching $50.00 on February 18.  From February 7 to 

February 18, 2014, the Associate Trader sold all 20,000 Ubiquiti shares for $904,178.70, yielding a 

profit of $92,554. 

71. From March 12 to March 19, 2014, the Associate Trader sold short 16,000 Ubiquiti 

shares for $864,134.32, allowing her to profit if Ubiquiti’s share price fell.  The per-share price of 

Ubiquiti common stock fell precipitously from a closing price of $56.20 on March 20, 2014 to 

$50.19 on March 24, 2014 (down 5.4% on March 24th alone).  On March 24, 2014, the Associate 

Trader bought 16,000 Ubiquiti shares to cover her short position for $801,600.00, yielding a profit 

of $62,534.32.   

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 14 of 31 PageID: 621



15 
 

72. From April 3 to May 8, 2014, the Associate Trader bought 25,000 Ubiquiti shares for 

$1,071,299.50.  At 4:05 pm on May 8, 2014, Ubiquiti announced record earnings.  However, 

Ubiquiti’s stock price declined from a close of $41.37 on May 8 to $31.38 on May 9.  From May 13 

to June 5, 2014, the Associate Trader sold 12,000 Ubiquiti shares (at a loss) for $417,250.00.  On 

June 23, 2014, the Associate Trader sold 3,000 UBNT shares (at a profit) for $138,000.00.   

73. From June 25 to July 15, 2014, the Associate Trader bought 9,000 Ubiquiti shares for 

$368,700.00, bringing her Ubiquiti holdings back up to 19,000 shares.  At 4:00 pm on August 7, 

2014, Ubiquiti again announced record earnings.  Ubiquiti’s stock price increased from a close of 

$39.32 on August 7 to $42.09 on August 8 and continued to rise into September.  From August 8 to 

September 2, 2014, the Associate Trader sold all 19,000 Ubiquiti shares for $865,144.50.   

74. The net profit on the Associate Trader’s trading of Ubiquiti stock in 2014 was 

$135,483. 

75. Given Lin and the Associate Trader’s coordinated trading in 2016 and 2017, and given 

Lin’s apparent control over or direction of the Associate Trader’s Saxo Bank account in 2016 and 

2017, it is reasonable to infer that Lin directed or controlled the Associate Trader’s account and 

trading in Ubiquiti securities in 2014, while Lin was in possession of material, nonpublic information 

regarding Ubiquiti.  

Lin’s Suspicious Trading in 2016 and 2017  

76. Upon information and belief, and based upon the reasonable inferences drawn from 

the evidence presented herein, Lin also improperly obtained and traded in his own name on the 

basis of material nonpublic information concerning Ubiquiti’s positive earnings announcements in 

2016 and 2017. 

77. Specifically, Lin traded in advance of quarterly earnings announcements by Ubiquiti on 

May 5, August 4, November 3, 2016, and February 9, 2017.  Lin did so by purchasing Ubiquiti 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 15 of 31 PageID: 622



16 
 

common stock, call options and CFDs in the Scottrade Account and the Saxo Account.  In each 

instance, the trading pattern was essentially the same:  Lin bought Ubiquiti securities using leverage 

shortly before the company’s quarterly earnings announcements and then sold those securities at a 

profit shortly thereafter.  Lin’s profits during 2016 from this trading activity were approximately 

$1,656,353.   

78. Lin’s suspicious trading in Ubiquiti securities coincided with a string of record-

breaking earnings announcements beginning in May 2016. 

May 5 Announcement 

79. On April 13, 2016, Ubiquiti announced publicly that its third quarter 2016 financial 

results would be released on May 5.  After the close of the market on May 5, 2016, Ubiquiti 

announced publicly “Record Revenues and Earnings” for the third quarter, including a 73% 

increase in certain revenues year-over-year (“May 5 Announcement”).  Ubiquiti’s stock price 

increased 7.2% on this news, from $35.29 at the close of the market on May 5 to $37.84 at the close 

on May 6.       

80. On the day of the May 5 Announcement (but before earnings were announced), Lin 

purchased 17,000 shares of Ubiquiti common stock in his account at Scottrade.   Lin purchased 

some of these shares on margin.  He used $439,610 of his own funds, all of his available cash in the 

Scottrade account, and he borrowed an additional $157,077 from Scottrade.  This represented a 

long exposure to Ubiquiti common stock of nearly $600,000.  At the time of those purchases, Lin 

owned no Ubiquiti common stock.   

81. Lin sold a majority of his position within days of the May 5 Announcement and all but 

4,000 shares by the end of May 2016.  Lin’s trading profits were approximately $96,518 on the May 

5 Announcement. 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 16 of 31 PageID: 623



17 
 

August 4 Announcement   

82. On July 20, 2016, Ubiquiti announced publicly that its fourth quarter 2016 financial 

results would be released on August 4.  After the close of the market on August 4, 2016, Ubiquiti 

announced publicly “Record Revenues and Earnings” for the fourth quarter, including an 89% 

increase in certain revenues year-over-year (“August 4 Announcement”).  Ubiquiti’s stock price 

increased 10.1% on this news, from $45.06 at the close of the market on August 4 to $49.61 at the 

close on August 5.   

83. In the six weeks leading up to the August 4 Announcement, Lin purchased Ubiquiti 

common stock, call options, and CFDs in the Scottrade and Saxo Accounts.  Lin invested 

approximately $433,381 to buy the shares and options.  To do so, he borrowed approximately 

$218,352 from Scottrade.  As a result, Lin acquired exposure to a total of 132,000 shares of Ubiquiti 

common stock.   This represented a leveraged long exposure to Ubiquiti common stock with a 

notional value of more than $5 million. 

84. Lin sold the majority of his positions on August 5, 2016, the day after the August 4 

Announcement and the balance by the end of September 2016.  His trading profits were 

approximately $718,350 on the August 4 Announcement. 

November 3 Announcement  

85. On October 14, 2016, Ubiquiti announced publicly that its first quarter 2017 financial 

results would be released on November 3.  After the close of the market on November 3, 2016, 

Ubiquiti announced publicly “Record Revenues and Earnings” for the first quarter, including a 75% 

increase in certain revenues year-over-year (“November 3 Announcement”).  Ubiquiti’s stock price 

increased 3.4% on this news, from $51.76 at the close of the market on November 3 to $53.50 at 

the close on November 4.     

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 17 of 31 PageID: 624



18 
 

86. In the three weeks leading up to the November 3 Announcement, Lin purchased 

Ubiquiti common stock, call options and CFDs in the Scottrade and the Saxo Accounts.  Lin 

invested approximately $1,012,000 in stock and options.  To amass this unusually large position in 

Ubiquiti, Lin used all available cash in his Scottrade Account, liquidated all other securities in his 

Scottrade Account, and borrowed $149,171 from Scottrade.  As a result, Lin acquired exposure to a 

total of 178,000 shares of Ubiquiti common stock.   This represented a leveraged long exposure to 

Ubiquiti common stock with a notional value of approximately $9 million.  

87. Lin sold a majority of his positions within days after the November 3 Announcement.  

His trading profits were approximately $839,904 on the November 3 Announcement. 

February 9 Announcement  

88. On January 18, 2017, Ubiquiti announced publicly that its second quarter 2017 

financial results would be released on February 9, 2017. 

89. In the two-and-a-half weeks leading up to the February 9 Announcement, Lin 

purchased Ubiquiti common stock, call options and CFDs in the Scottrade and the Saxo Accounts.  

In the Scottrade Account, Lin invested approximately $1.2 million in Ubiquiti call options.  In the 

Saxo Account, he invested all of the money in the account – about $1.685 million – in Ubiquiti 

shares and then used margin to buy a CFD position that was more than three times as large.  As a 

result, Lin acquired exposure to a total of 265,902 shares of Ubiquiti common stock.   This 

represented a leveraged long exposure to Ubiquiti common stock with a notional value of 

approximately $17 million. 

90. After the close of the market on February 9, 2017, Ubiquiti announced publicly 

“Record Revenue” for the quarter, including a 32% increase in revenue year-over-year (“February 9 

Announcement”).  However, the release also disclosed negative news about the impact of gross 

margins on the company’s profits.  Specifically, the release disclosed that earnings per share were 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 18 of 31 PageID: 625



19 
 

$0.72, which at least one observer reported was $0.05 less than analysts had estimated, and that 

gross margin had fallen to 44.6% – down from 48% in the previous quarter and from 48.8% a year 

earlier. 

91. Project Managers did not generally have access to information about Ubiquiti’s 

expenses or gross margin.  They also did not have access to Ubiquiti’s financial statements or drafts 

of the quarterly press releases or filings, including calculations about earnings per share or gross 

margin. 

92. Ubiquiti’s stock price dropped 16.6 % on this news, from $64.13 at the close of the 

market on February 9 to $53.43 at the close on February 10.  

93. Lin sold or tried to sell his Ubiquiti positions on or about the day after the February 9 

Announcement and the service of the Court’s February 9, 2017 Order.  He sold all the shares and 

closed all the CFDs in the Saxo Account.  He sold all of the shares and placed an order to sell 

options in his Scottrade Account.  Scottrade declined some of Lin’s sell orders because of the 

Court’s February 9, 2017 Order, then subsequently sold the options pursuant to the February 9, 

2017 Order. 

94. In addition to attempting to trade after service of the February 9, 2017 Order, Lin also 

ordered Saxo Bank to withdraw all of the frozen assets from the Saxo Account and wire them to 

the Taishin Account. 

Other Indications of Insider Trading In 2016 and 2017 

95. Lin is a former employee of Ubiquiti.  He had repeated contact with current 

employees with non-public information, including information about Ubiquiti’s sales.   He made 

timely, highly-suspicious trades.  In addition, as alleged above, a number of other factors are 

indicative of insider trading.  These include the profitability of the trades; the size of the transactions 

in relation to his reported income and net worth; the highly leveraged nature of his positions; his 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 19 of 31 PageID: 626



20 
 

being the dominant – and often the only – purchaser of certain call option series; and the fact that, 

with minor exceptions, Lin did not trade any other securities during the relevant period in the 

Scottrade or Saxo Accounts. 

96. Lin’s enormous purchases often required him to invest all available assets in his 

Scottrade and Saxo accounts and to borrow additional funds to purchase Ubiquiti securities on 

margin. 

Profitability of the 2016 Trades 

97. Every single trade Lin placed in Ubiquiti securities ahead of the 2016 announcements 

was profitable, and immensely so.  Not a single 2016 trade lost money.  Lin made $244,802 trading 

in Ubiquiti common stock, $585,695 trading in Ubiquiti options, and $825,855 trading in Ubiquiti 

CFDs for a total profit of $1,656,352.    

Size of the Transactions Relative to Lin’s Reported Financial Condition 

98. In documents submitted to Scottrade and Saxo Bank, Lin reported annual income of 

$100,000 (December 2015), after-tax income of less-than $56,000 per year (June 2016) and liquid 

assets of $500,000 (December 2015).  Despite these relatively modest personal finances, Lin 

purchased Ubiquiti securities with notional values of up to $9 million at times during the relevant 

period.  To accumulate these positions, Lin has purchased up to 12 times his annual salary in shares 

and options in the Scottrade Account alone – and sometimes used all of the money in the account 

and borrowed more.  For example, in the final days of January 2017, Lin spent almost $900,000 

buying options that were set to expire in February and March 2017. 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 20 of 31 PageID: 62721 
 

99. The following chart summarizes the trades that Lin put on for three quarters relative 

to his income and assets in the Saxo and Scottrade Accounts:     

Lin Trading Compared To Income And Assets 
Announce-

ment  
Money 

invested or 
risked 

Exposure 
purchased 

Used 
margin 

to 
increase 
leverage

Used 
CFDs or 
options 

to 
increase 
leverage

Combined 
value of 

Saxo and 
Scottrade 
Accounts 

(Estimated)

Percent of 
$100,000 in 

income risked 
on UBNT 

announcement 

Percent of 
combined Saxo 
and Scottrade 

Accounts 
risked on 
UBNT 

announcement
May $ 439,610   $ 596,688  Yes No  $ 447,041  283% 133% 

August $ 1,033,115   $ 5,691,192  Yes Both  $ 911,924  917% 624% 
November $ 1,541,272   $ 8,998,473  Yes Both  $ 1,765,138 1765% 510% 
February $ 2,796,271 $ 16,899,560 No Both $ 2,979,614 3380% 567% 

 

Highly Leveraged Trading 

100. Lin leveraged his trading in Ubiquiti securities by borrowing money from unknown 

people, borrowing money from Scottrade, buying call options, and trading CFDs on margin.  By 

leveraging his trades, Lin significantly increased both the potential profits and losses of his positions.   

101. Lin obtained leverage by borrowing money.   He claims to have borrowed money – at 

least $600,000 – from unknown people and deposited it into the Saxo Bank account and possibly the 

Scottrade Account.   Account records also show that he borrowed money from Scottrade by buying 

securities on margin. 

102. Lin obtained leverage by trading CFDs on margin and by buying call options that 

inherently gave him exposure to more shares than he could have purchased at the same price.  For 

example, in advance of the August 4 Announcement, Lin purchased 550 in-the-money August 2016 

call options at a cost of $278,374, giving him exposure to 55,000 shares of Ubiquiti common stock.  

By contrast, the same amount of money would have purchased outright only 6,293 shares. 

 

 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 21 of 31 PageID: 628



22 
 

103. Lin used leverage to increase both his profits and risk.  This chart summarizes the 

percentage of leverage of his positions created by borrowing money from Scottrade, trading in 

CFDs on margin, and buying call options.  The Commission is not able at this time to calculate the 

leverage created by borrowing money from people and putting that money into the accounts.  The 

following chart illustrates Lin’s use of leverage by showing the notional value of Lin’s 2016 and 2017 

positions versus the money that he invested and risked: 

 
Dominant/Exclusive Call Options Trading 
 
104. When Lin purchased Ubiquiti call options, he bought option series that few other 

investors were purchasing.  In a majority of his 14 purchases, Lin was the only person who bought 

that option series on that day, making up 100% of the daily purchase volume of that particular 

option series.   

105. For example, Lin’s Ubiquiti options purchases before the August 4 Announcement 

accounted on average for 85% of the daily purchase volume in those options series.  And Lin’s 

Ubiquiti options purchases before the November 3 Announcement accounted for 100% of the daily 

purchase volume in the options series he traded. 

Lin Percentage Of Leverage On Positions 

Event 

Exposure Purchased 

 Total  

 Money 
Invested And 

Risked  Leverage 
Shares 

Purchased 

Options – 
Value Of 
Shares 

Controlled 

CFDs 
Notional 
Amount 

May  $ 596,688   $              -     $              -    $ 596,688   $ 282,533   111% 
August   $ 155,007   $ 2,407,600   $ 3,128,585   $ 5,691,192   $ 917,455   520% 

November  $ 1,303,099   $ 4,006,500   $ 3,688,874   $ 8,998,473   $ 1,765,138   410% 
February  $ 1,685,750  $ 9,261,421  $ 5,952,389  $ 16,899,560  $ 2,833,294  496% 

Total  $ 3,740,544   $ 15,675,521   $ 12,769,848  $ 32,185,914   $ 5,798,420   455% 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 22 of 31 PageID: 629



23 
 

No Other Securities Transactions 

106. With minor exceptions, Lin traded no other securities during the relevant period in his 

Scottrade or Saxo Bank account.  Lin made no investments on the scale of his Ubiquiti investments 

and did not make repeated investments before any other company’s earnings reports.  While it is 

possible he maintains other brokerage accounts, Lin’s employment background and modest personal 

finances make it unlikely that he engages in trading on a scale similar to his Ubiquiti trading. 

Identical Trading in the Associate Trader’s Account 

107. Lin also helped the Associate Trader establish a trading account at Saxo Bank for the 

express purpose of purchasing Ubiquiti CFDs.  Lin referred the individual to Saxo Bank and 

personally assisted her in opening the account. 

108. Like Lin, the Associate Trader claimed to have very modest income, earned as a “self-

employed” “hair designer.”  Yet, the individual opened a Saxo Bank account on November 2, 2016 

and immediately bought hundreds of thousands of dollars of Ubiquiti CFDs.  

109. Prior to the November 2016 and February 2017 earnings releases, the trading in the 

Associate Trader’s account mirrored Lin’s.  And like Lin, the Associate Trader’s account purchased 

only Ubiquiti shares and CFDs. 

110. In the 10 days leading up to the February 9 Announcement, the Associate Trader 

purchased Ubiquiti shares and CFDs in her Saxo Bank account.  She invested almost all of the 

money in the account – about $1 million – in Ubiquiti shares and then used margin to buy a CFD 

position that was almost three times as large.  As a result, the Associate Trader’s account acquired 

exposure to a total of 63,000 shares of Ubiquiti common stock.   This represented a leveraged long 

exposure to Ubiquiti common stock with a notional value of approximately $4 million.  Such a 

position dwarfed the Associate Trader’s purported 2016 annual income of €50,001 to €100,000.   

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 23 of 31 PageID: 630



24 
 

111. On information and belief, Lin directed or controlled the trading in the Associate 

Trader’s account.  From November 2016 to at least February 2017, Lin’s Saxo Bank account and the 

Associate Trader’s Saxo Bank account were repeatedly accessed, back-to-back, from a single IP 

address.  Records show that a user would sign into one account and sometimes trade securities, then 

disconnect.  Within minutes (or sometimes seconds), a user would sign into the other account from 

the same IP address.  Upon information and belief, such back-to-back access was made by a single 

user who used both accounts. 

112. For example, on November 4, 2016, a user signed into the Associate Trader’s Saxo 

Bank account at 13:31 Coordinated Universal Time (“UTC”) from IP address XXXXX.20.71.  The 

user disconnected at 13:39 UTC.  A user then signed into Lin’s Saxo Bank account at 13:40 UTC 

from the identical IP address.   The user placed orders to sell CFDs.  The user disconnected at 13:44 

UTC.   Similarly, on November 15, 2016, a user signed into Lin’s Saxo Account at 22:38 UTC from 

IP address XXXXX.145.3.  The user disconnected at 22:39 UTC, and then a user signed onto the 

Associate Trader’s Saxo Bank account at 22:39 UTC from the identical IP address.  The user 

disconnected at 22:39 UTC. 

113. For some or all of the period from November 2016 to at least February 2017, on 

information and belief, Lin knew the password for the Associate Trader’s Saxo Bank account.  Lin 

used that password to sign into the account and to trade securities in the account.  For instance, 

Lin’s declaration and other records show that Lin was in Kathmandu, Nepal in February 2017 as 

part of a business trip that included stops in Hong Kong and Dubai, United Arab Emirates.  He 

flew on an itinerary that listed him as the only passenger.  He arrived in Kathmandu at 22:00 local 

time on February 8, 2017.  He departed Kathmandu at 18:55 local time on February 11, 2017.  From 

February 8, 2017 to February 11, 2017 UTC, a user signed into Lin’s Saxo Bank account and the 

Associate Trader’s Saxo Bank account from a single IP address: XXXXX.93.117.  During that same 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 24 of 31 PageID: 631



25 
 

period, a user twice signed into Lin’s Scottrade Account from IP address XXXXX.93.117.  IP 

address XXXXX.93.117 is assigned to the ISP Classic Tech Pvt. in Kathmandu, Nepal. 

114. During this period that Lin was in Kathmandu, Lin’s Saxo Bank account and the 

Associate Trader’s Saxo Bank account were repeatedly accessed, back-to-back, from IP address 

XXXXX.93.117.  Ubiquiti securities were sold in both accounts.  For example, the following chart 

shows some of the activities on February 10 UTC in both Lin’s and the Associate Trader’s accounts: 

Time Event IP Address 
2/10/2017  
15:01 UTC 

User signed into Associate Trader’s Saxo Bank account XXXXX.93.117

2/10/2017  
15:06 UTC 

User disconnected from Associate Trader’s Saxo Bank 
account 

 

2/10/2017  
15:33 UTC 

User signed into Lin’s Saxo Account XXXXX.93.117

2/10/2017  
15:36 UTC 

User disconnected from Lin’s Saxo Account  

2/10/2017  
15:36 UTC 

User signed into Associate Trader’s Saxo Bank account XXXXX.93.117

2/10/2017  
15:38 UTC 

User disconnected from Associate Trader’s Saxo Bank 
account 

 

2/10/2017  
19:02 UTC 

User signed into Lin’s Saxo Account XXXXX.93.117

2/10/2017  
19:04 UTC 

User placed order to sell securities in Lin’s Saxo Account  

2/10/2017  
19:06 UTC 

User placed order to sell securities in Lin’s Saxo Account  

2/10/2017  
19:07 UTC 

User placed order to sell securities in Lin’s Saxo Account  

2/10/2017  
19:15 UTC 

User disconnected from Lin’s Saxo Account  

2/10/2017  
19:17 UTC 

User signed into Lin’s Saxo Account XXXXX.93.117

2/10/2017  
19:17 UTC 

User placed order to sell securities in Lin’s Saxo Account  

2/10/2017  
19:18 UTC 

User disconnected from Lin’s Saxo Account  

2/10/2017  
19:20 UTC 

User signed into Associate Trader’s Saxo Bank account XXXXX.93.117

2/10/2017  
19:21 UTC 

User placed order to sell securities in Associate Trader’s 
Saxo Bank account 

 

2/10/2017  
19:24 UTC 

User disconnected from Associate Trader’s Saxo Bank 
account 

 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 25 of 31 PageID: 632



26 
 

Time Event IP Address 
2/10/2017  
19:24 UTC 

User signed into Associate Trader’s Saxo Bank account XXXXX.93.117

2/10/2017  
19:27 UTC 

User disconnected from Associate Trader’s Saxo Bank 
account 

 

 
115. Ubiquiti released its quarterly earnings on February 9, 2017 at 21:00 UTC (4:00 pm 

EST).  The SEC emailed Lin electronic copies of the Court’s February 9, 2017 temporary restraining 

order and asset freeze at about the same time.  

116. On information and belief, Lin used the Associate Trader’s password to ask Saxo 

Bank to withdraw $387,360 from the Associate Trader’s Saxo Bank account, the same instructions 

he had given to Saxo Bank regarding his own account.  Those requests sought to remove 

substantially all of the money from both accounts.  The following chart shows some of the activities 

on February 11 UTC related to the requests to withdraw cash: 

Time Event IP Address 
2/11/2017  
01:35 UTC 

User signed into Lin’s Saxo Account XXXXX.93.117

2/11/2017  
01:38 UTC 

User requested cash withdrawal of $636,500 from Lin’s 
Saxo Account 

 

2/11/2017  
09:06 UTC 

User signed into Associate Trader’s Saxo Bank account XXXXX.93.117

2/11/2017  
09:09 UTC 

User requests cash withdrawal of $387,360 from Associate 
Trader’s Saxo Bank account 

 

2/11/2017  
09:10 UTC 

User disconnected from Associate Trader’s Saxo Bank 
account 

 

 
Lin’s CFD Trades Impacted the United States  

117. As set forth above, Lin’s purchases of stocks and options directly impacted the United 

States securities markets, as they were affected using the Associate Trader’s U.S.-based E*TRADE 

account and Lin’s U.S.-based Scottrade account and were executed on U.S.-based securities 

exchange servers, many of which are physically located in New Jersey. 

118. Lin’s CFD trades were also the proximate cause of purchases of Ubiquiti common 

stock in the United States by Saxo Bank, which hedged its exposure by purchasing shares through 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 26 of 31 PageID: 633



27 
 

domestic broker-dealers including Instinet (a subsidiary of Nomura Holdings, Inc.).  As with most 

CFD providers, Saxo Bank set the CFD contract price with its customer by reference to the price of 

its hedge.  This practice was made known to the public generally via Saxo Bank’s website and to Lin 

specifically in his account opening documents. 

119. For example, Saxo Bank records show Lin bought CFDs representing 5,000 shares of 

Ubiquiti common stock at $36.84 on June 28, 2016.  Instinet records show Saxo Bank bought 5,000 

Ubiquiti shares at $36.84 that same day.   Similarly, Saxo Bank records show Lin bought CFDs 

representing shares of 5,000 common stock at a price of $41.50 on July 22, 2016 at 14:54:44 UTC 

(which was 4 hours ahead of Eastern Time on that date).  Instinet records show that Saxo Bank 

bought 5,000 Ubiquiti shares at a price of $41.50 that same day at 10:54:44 Eastern time.  The times 

match exactly. 

120. As with the Associate Trader’s purchases through E*TRADE and Lin’s purchases 

through Scottrade, many of the CFD hedging transactions were executed on securities exchange 

servers located in New Jersey – Direct Edge-EDGX and BATS in Secaucus, NYSE Arca in 

Mahwah, and NASDAQ in Carteret. 

  

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 27 of 31 PageID: 634



28 
 

FIRST CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act and 
Rule 10b-5 Thereunder  

 
121. The Commission realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 61, inclusive, as if they were fully set forth herein. 

122. By engaging in the conduct described above, Defendant knowingly or recklessly, in 

connection with the purchase or sale of securities, directly or indirectly, by use the means or 

instrumentalities of interstate commerce, or the mails, or the facilities of a national securities 

exchange: 

(a) employed devices, schemes or artifices to defraud; and 

(b) made untrue statements of material facts or omitted to state material facts 

necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and/or 

(c) engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any person in connection with the purchase 

or sale of any security. 

123. By engaging in the foregoing conduct Defendant violated, and unless enjoined will 

continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 

C.F.R. § 240.10b-5], thereunder. 

  

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 28 of 31 PageID: 635



29 
 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that this Court enter an emergency, 

temporary, and preliminary order against Defendant (i) temporarily freezing Defendant’s assets; (ii) 

ordering Defendant to show cause why a preliminary injunction freezing such assets should not be 

entered; (iii) requiring the repatriation of assets; (iv) prohibiting Defendant from destroying, altering, 

or concealing records of any kind; (v) authorizing alternative means for service of process; and (vi) 

ordering expedited discovery. 

 Further, the Commission respectfully requests that the Court enter a final judgment: 

I. 

 Permanently restraining and enjoining Defendant from, directly or indirectly, violating Section 

10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

II. 

 Ordering Defendant to disgorge all ill-gotten gains or unjust enrichment derived from the 

activities set forth in this Complaint, together with prejudgment interest thereon; 

III. 

 Ordering Defendant to pay a civil penalty pursuant to Section 21A of the Exchange Act [15 

U.S.C. § 78u-1]; and 

IV. 

 Granting such other and further relief as this Court may deem just, equitable, or necessary in 

connection with the enforcement of the federal securities laws and for the protection of investors. 

 
  

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 29 of 31 PageID: 636



30 
 

JURY DEMAND 

 Pursuant to Rule 39 of the Federal Rules of Civil Procedure, Plaintiff demands that this 

case be tried to a jury. 

LOCAL RULE 11.2 CERTIFICATION 

Pursuant to Local Rule 11.2, the undersigned certifies that the matter in controversy alleged 

in the instant Complaint is not the subject of any other action pending in any court, or of any 

pending arbitration or administrative proceeding. 

 

April 3, 2017        Respectfully submitted, 

 /s/ Stephan J. Schlegelmilch                         
A. Kristina Littman 
Stephan J. Schlegelmilch 
Reid A. Muoio 
Brent S. Mitchell 
U.S. SECURITIES AND EXCHANGE COMMISSION 
Division of Enforcement 
100 F Street, N.E. 
Washington, DC  20549 
(202) 551-4935 (Schlegelmilch)  
(202) 772-9292 (facsimile) 
[email protected] 
 
Counsel for Plaintiff 
U.S. Securities and Exchange Commission 
 

  

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 30 of 31 PageID: 637



31 
 

CERTIFICATE OF SERVICE 
 
 I hereby certify that on April 3, 2017, a true and accurate copy of the foregoing was served 

electronically via the Court’s ECF system. 

   
           /s/ Stephan J. Schlegelmilch        
          Plaintiff’s counsel 

 

 

Case 2:17-cv-00875-JLL-JAD   Document 25   Filed 04/03/17   Page 31 of 31 PageID: 638