Heresniak

I. BACKGROUND

1 Heresniak alleges as follows: 2 Musk, a prolific user of Twitter, began acquiring large amounts of Twitter stock in 3 Spring 2022. See SAC (dkt. 66) ¶¶ 46, 50. In March 2022, after Musk had purchased 4 more than five percent of Twitter’s common stock, he contacted his friends on the Twitter 5 board, Egon Durban, managing partner at private equity firm Silver Lake, and Jack 6 Dorsey, a founder and former CEO of Twitter, to discuss “the future direction of social 7 media” and the prospect of Musk joining the board. Id. ¶¶ 57–59. Durban then contacted 8 other members of the board, who offered Musk a seat soon thereafter. Id. ¶¶ 59, 75. 9 Meanwhile, Musk continued to acquire more Twitter stock, becoming Twitter’s 10 largest individual shareholder at 9.2 percent. Id. ¶ 66. Despite surpassing the trigger point 11 for disclosure in late March, he belatedly filed a Form 13G on April 4, 2022, and then a 12 Form 13D on April 5. Id. ¶¶ 61–62. The Wall Street Journal estimated that Musk had 13 saved $143 million by failing to promptly disclose his stake, while he continued to 14 purchase stock at artificially depressed prices. Id. ¶¶ 64–66. 15 Already in intense…