UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING 

File No. 3-20092

In the Matter of

Fiat Chrysler Automobiles N.V.,

Respondent.

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PROPOSED PLAN OF 

DISTRIBUTION 

I. OVERVIEW

1. The Division of Enforcement submits this Proposed Plan of Distribution (the 

“Plan”) to the United States Securities and Exchange Commission (the “Commission”) pursuant 

to Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the 

“Commission’s Rules”), 17 C.F.R. § 201.1101. As described more specifically below, the Plan 

provides for the distribution of a Fair Fund (the “Fair Fund”), comprised of civil money penalties 

paid by Fiat Chrysler Automobiles N.V. (“FCA” or “Respondent”) in the above-captioned matter1

to investors who were harmed in connection with disclosure violations concerning the 

Respondent’s public descriptions in early 2016 of an internal inquiry of the emissions control 

systems in certain of its light-duty diesel vehicles in the wake of the Volkswagen AG (“VW”) 

“Dieselgate” scandal, pursuant to the Plan of Allocation (attached as Exhibit A).

The Commission has custody of the Fair Fund and shall retain control of the assets of the 

Fair Fund. The Plan is subject to approval by the Commission, and the Commission retains 

jurisdiction over its implementation.

II. BACKGROUND

2. On September 28, 2020, the Commission issued the Order instituting and 

simultaneously settling cease-and-desist proceedings against the Respondent. In the Order, the 

Commission found that the Respondent violated federal securities laws when it made material 

misstatements in its public filings with the Commission. Specifically, the Commission found that 

the Respondent made misleading statements in early 2016 concerning an internal inquiry of the 

emissions control systems in certain of its light-duty diesel vehicles in the wake of the VW 

“Dieselgate” scandal. On September 18, 2015, the U.S. Environmental Protection Agency (“EPA”) 

issued a Notice of Violation (“NOV”) to VW alleging, among other things, that VW had installed 

 

1

 See Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, 

Making Findings, and Imposing a Cease-and-Desist Order, Exchange Act Rel. No. 90031 (Sept. 28, 2020) (the “Order”).
2

defeat devices in violation of the Clean Air Act and U.S. environmental regulations. Several days 

later, FCA commenced an internal review of the emissions control systems in its vehicles to confirm 

that they did not contain similar functionality. In February 2016, FCA issued a press release and an 

annual report, which both stated that the internal audit confirmed FCA’s vehicles complied with 

environmental regulations concerning emissions. Although the statements focused on the internal 

audit’s determination that FCA vehicles did not have a mechanism to detect that they were being 

tested in laboratory conditions, the statements were misleading because they did not sufficiently 

disclose that the internal audit had a limited scope focused only on finding cycle-beating defeat 

devices like the ones used by VW, and was not a comprehensive review of compliance with 

emissions regulations. In addition, at the time FCA made these statements, EPA and the California 

Air Resource Board engineers had raised concerns to FCA about the emissions systems of FCA’s 

“EcoDiesel” engines.

3. In the Order, the Commission ordered FCA to pay a civil money penalty in the 

amount of $9,500,000, and established the Fair Fund, pursuant to Section 308(a) of SarbanesOxley Act of 2002, so the penalty paid can be distributed to investors harmed by the Respondent’s 

conduct described in the Order.

4. The Respondent has paid in full. The Fair Fund has been deposited at the United 

States Department of the Treasury’s Bureau of the Fiscal Service (“BFS”) for investment. Other 

than potential interest income from the BFS investment, the Commission does not anticipate that 

the Fair Fund will receive additional funds. 

III. DEFINITIONS

As used in this Distribution Plan, the following definitions will apply:

5. “Administrative Costs” shall mean any administrative costs and expenses, including 

without limitation the fees and expenses of the Tax Administrator and the Fund Administrator, tax 

obligations, and investment costs. 

6. “Claim Form” means the form designed by the Fund Administrator, in 

consultation with the Commission staff, for the filing of claims in accordance with this Plan. The 

claim form will require, at a minimum, sufficient documentation reflecting any Potential 

Claimant’s purchases and dispositions of Securities during the Relevant Period such that 

eligibility under the Plan can be determined, tax identification and other related information from 

the Potential Claimant as determined necessary by the Fund Administrator in coordination with 

the Tax Administrator, and a certification that the Potential Claimant is not an Excluded Party.

7. “Claim Status Notice” means the notice sent by the Fund Administrator within 

ninety (90) days of the Claims Bar Date to all Potential Claimants that submitted a Claim Form. 

The Claim Status Notice will set forth the Fund Administrator’s determination of the eligibility of 

the claim (eligible, partially or wholly deficient, or ineligible) and their Recognized Loss. The 

Claim Status Notice will provide to each Potential Claimant whose claim is deficient, in whole or 

in part, the reason(s) for the deficiency, notify the Potential Claimant of the opportunity to cure 

such deficiency, and provide instructions regarding further necessary actions. In the event the 

claim is denied, the Claim Status Notice will state the reason(s) for such denial and notify the 
3

Potential Claimant of their opportunity to request reconsideration of their claim.

8. “Claims Bar Date” means the date established in accordance with this Plan by 

which a Potential Claimant’s Claim Form must be postmarked by or submitted electronically by

in order to receive consideration under the Plan. The Claims Bar Date shall be one hundred 

twenty (120) days after the initial mailing of the Claims Packet. Claim Forms submitted by 

Potential Claimants postmarked or received after the Claims Bar Date will not be accepted unless 

the Fund Administrator is directed to do so by the Commission staff.

9. “Claims Packet” means the materials relevant to submitting a claim that will be 

provided to Potential Claimants known to the Fund Administrator or to those who request such 

materials through a website or otherwise prior to the Claims Bar Date. The Claims Packet will 

include, at a minimum, a copy of the Plan Notice and a Claim Form (together with instructions for 

completion of the Claim Form).

10. “Days” means calendar days, unless otherwise specified herein.

11. “Distribution Payment” means a payment from the Fair Fund to an 

Eligible Claimant in accordance with the terms of this Plan.

12. “Eligible Claimant” means a Potential Claimant who is not an Excluded Party and 

who suffered a loss as a result of transactions in Securities during the Relevant Period and who is 

determined to receive a Distribution Payment from the Fair Fund pursuant to the Plan of 

Allocation.

13. “Excluded Party” shall mean:

(a) The Respondent;

(b) Present or former officers or directors of Respondent and any assigns, 

creditors, heirs, distributees, spouses, parents, dependent children or 

controlled entities of any of the foregoing persons or entities;

(c) Any employee or former employee of the Respondent or any of its affiliates 

who has been terminated for cause or has otherwise resigned, in connection 

with the conduct described in the Order;

(d) Any Person who, as of the Claims Bar Date, has been the subject of criminal 

charges related to the conduct described in the Order or any related 

Commission action;

(e) Any firm, trust, corporation, officer, or other entity in which 

Respondent has or had a controlling interest;

(f) The Fund Administrator, its employees, and those persons assisting the 

Fund Administrator in its role as the Fund Administrator;
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(g) Any purchaser or assignee of another Person’s right to obtain a 

recovery from the Fair Fund for value; provided, however, that this 

provision shall not be construed to exclude those Persons who obtained 

such a right by gift, inheritance or devise.

The Claim Form will require claimants to certify that they are not an Excluded Party.

14. “Fair Fund” means the $9,500,000 fund created by the Commission pursuant to 

Section 308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by 

Respondent’s violations described in the Order.

15. “Final Determination Notice ” shall mean the written notice sent by the Fund 

Administrator to any Potential Claimant who timely responded to the Claim Status Notice in an 

effort to cure a deficiency, seek reconsideration of a denied claim, or dispute his, her, or its 

Recognized Loss. The Final Determination Notice will constitute the Fund Administrator’s final 

ruling regarding the status of the claim.

16. “Net Available Fair Fund” means the Fair Fund, plus any interest or earnings, 

less Administrative Costs.

17. “Plan Notice” means a written notice from the Fund Administrator to Potential 

Claimants informing them of the Fair Fund; the Plan and its eligibility requirements; explaining 

how to submit a claim, including directions for any online claims process; and how to obtain a 

copy of the approved Plan and Claim Form by request or from the Fair Fund’s website. The Plan 

Notice will also be available on the Fair Fund’s website that is maintained by the Fund 

Administrator. 

18. “Person” means natural individuals as well as legal entities such as corporations, 

partnerships, or limited liability companies.

19. “Plan of Allocation” means the methodology by which a Potential Claimant’s 

Recognized Loss is calculated. The Plan of Allocation is attached as Exhibit A.

20. “Potential Claimants” shall mean those Persons, or their lawful successors, 

identified by the Fund Administrator as having possible claims to recover from the Fair Fund 

under this Plan, or Persons asserting prior to the Claims Bar Date that they have possible claims 

to recover from the Fair Fund under this Plan.

21. “Recognized Loss” means the total amount of loss for a Potential Claimant as 

calculated in accordance with the Plan of Allocation..

22. “Relevant Period” means the period of time commencing on February 2, 2016 

and continuing through January 11, 2017.

23. “Securities” refers to shares of FCA common stock listed on a U.S. exchange and 

registered with the Commission that is traded under the symbol FCAU during the Relevant 

Period.
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24. “Summary Notice” means the notice published in print or internet media that 

shall include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means 

of obtaining a Claims Packet, and the Claims Bar Date. The Summary Notice will be published 

in Investor’s Business Daily and PR Newswire, and will first appear within ten (10) days of the 

initial mailing of the Plan Notice.

25. “Third-Party Filer” means a third-party, including without limitation a nominee, 

custodian, or an intermediary holding in street name, who is authorized to submit and submits a 

claim(s) on behalf of, one or more Potential Claimants. Third Party Filer does not include assignees 

or purchasers of claims, which are excluded from receiving Distribution Payments.

I V. TAX COMPLIANCE

26. On April 15, 2021, the Commission appointed Miller Kaplan Arase LLP as the tax 

administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of the Fair 

Fund.

2

 The Tax Administrator will be compensated for reasonable fees and expenses from the Fair 

Fund in accordance with its 2019-2021 Engagement Letter Agreement with the Commission.3

27. The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section 

468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related 

regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the administrator of 

such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the tax-related 

administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not limited to:

(a) Obtaining a taxpayer identification number; 

(b) Requesting funds necessary for the timely payment of all applicable taxes, the 

payment of taxes for which the Tax Administrator has received funds, and the 

filing of applicable returns; and 

(c) Fulfilling any information reporting or withholding requirements required for 

distributions from the Fair Fund.

28. All tax obligations will be paid from the Fair Fund, subject to the review and approval 

of Commission staff.

V. FUND ADMINISTRATOR

29. The Commission has appointed Analytics Consulting LLC, as the fund administrator

for the Fair Fund (the “Fund Administrator”), and the Fund Administrator has obtained a bond in the 

amount of $9,500,000, as ordered.

4

 

2 Exchange Act Rel. No.91571 (Apr. 15, 2021).

3

 See Omnibus Order Directing the Appointment of Tax Administrator in Administrative Proceedings that Establish 

Distribution Funds, Exchange Act Rel. No. 85174 (Feb. 22, 2019).

4

 See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 91572 (Apr. 15, 2021).
6

30. The Fund Administrator will be responsible for administering the Fair Fund in 

accordance with the Plan. This will include, among other things, taking reasonable steps to identify 

and contact Potential Claimants; obtaining accurate mailing information for Potential Claimants; 

establishing a website and staffing a call center to address inquiries during the claims process; 

developing a claims database; preparing accountings; cooperating with the tax administrator 

appointed by the Commission to satisfy any tax liabilities and to ensure compliance with income tax 

reporting requirements, including but not limited to Foreign Act Tax Compliance Act (“FATCA”),

advising Potential Claimants of deficiencies in claims and providing an opportunity to cure any 

documentary defects; taking antifraud measures, such as identifying false, ineligible and overstated 

claims; making determinations under the criteria established herein as to Potential Claimant 

eligibility; advising Potential Claimants of final claim determinations; disbursing the Fair Fund in 

accordance with this Plan, as ordered by the Commission; and researching and reconciling errors and 

reissuing payments when possible.

31. To carry out the purposes of this Plan, the Fund Administrator is authorized to make 

and implement immaterial changes to the Plan upon agreement of the Commission staff. If a change 

is deemed to be material by the Commission staff, Commission approval is required prior to 

implementation by amending the Plan.

32. The Fund Administrator may extend any procedural deadline contained in the Plan 

for good cause shown, if agreed upon by the Commission staff.

33. The Fund Administrator is authorized to enter into agreements with third parties as 

may be appropriate or necessary in the administration of the Fair Fund, provided such third parties

are not excluded pursuant to other provisions of this Plan. In connection with such agreements, the 

third parties shall be deemed to be agents of the Fund Administrator under this Plan. 

34. The Fund Administrator will be entitled to payment from the Fair Fund of reasonable 

fees and expenses, including the bond premium, incurred in the performance of its duties (including 

any such fees and expenses incurred by agents, consultants or third parties retained by the Fund 

Administrator in furtherance of its duties).

VI. ADMINISTRATION OF THE FAIR FUND

A. Identification of and Notification to Claimants

35. The Fund Administrator will, insofar as practicable, use its best efforts to identify

Potential Claimants from a review of trading records, obtaining records from registered brokerdealers and investment advisors, and seeking information from any other source available to them. 

The Fund Administrator may also engage a third-party firm, after consultation with and approval 

of the Commission staff, to assist in identifying Potential Claimants to maximize the participation 

rate of FCA investors in the Fair Fund.

36. Within sixty days (60) after Commission approval of the Plan, the Fund 

Administrator shall:
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(a) design and submit a Claims Packet, including the Plan Notice and the 

Claim Form, to the Commission staff for review and approval;

(b) create a mailing and claim database of all Potential Claimants based 

upon information identified by the Fund Administrator;

(c) run a National Change of Address search to retrieve updated addresses 

for all records in the database, thereby ensuring the mailing 

information for Potential Claimants is up-to-date;

(d) mail a Claims Packet to each Potential Claimant identified by the 

Fund Administrator and to the Fund Administrator’s list of banks, 

brokers, and other nominees in accordance with paragraph 40 below;

(e) establish and maintain a website devoted solely to the Fair Fund. The 

Fair Fund’s website, located at www.FCAFairFund.com, will make 

available a copy of the approved Plan; provide information regarding 

the claims process and eligibility requirements for participation in the 

Fair Fund in the form of frequently asked questions; include in 

downloadable form, the Claim Form other related materials; and such 

other information the Fund Administrator believes will be beneficial 

to Potential Claimants;

(f) establish and maintain a toll-free telephone number, 800-907-4924, for 

Potential Claimants to call to speak to a live representative of the Fund 

Administrator during its regular business hours or, outside of such 

hours, to hear prerecorded information about the Fair Fund. The tollfree number will be listed on all correspondence from the Fund 

Administrator to Potential Claimants as well as on the Fair Fund’s 

website; and

(g) establish and maintain a traditional mailing address and an email 

address which will be listed on all correspondence from the Fund 

Administrator to Potential Claimants as well as on the Fair Fund’s 

website.

37. The Fund Administrator will publish the Summary Notice on the internet and/or in 

print media acceptable to Commission staff once a week for three consecutive weeks starting

within ten (10) days of the initial mailing of the Plan Notice.

38. The Commission staff retains the right to review and approve any material posted 

on the Fair Fund’s website, any material mailed, and any scripts used in connection with the 

communication with Potential Claimants.

39. The Fund Administrator will promptly provide a Claims Packet to any Potential 

Claimant upon request made via mail, phone, or email prior to the Claims Bar Date.
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40. The Fund Administrator will send by mail, email, or other means, the Plan Notice to 

the Fund Administrator’s list of banks, brokers, and other nominees, as well as any other 

institutions identified during the outreach process, that may have records of the Security during the

Relevant Period (collectively, the “Nominees or Custodians”). The Fund Administrator will 

request that these entities, to the extent that they were record holders for beneficial owners of the 

Security:

(a) within fourteen (14) days of the Nominees’ or Custodians’ receipt of the 

Plan Notice, notify and send the Plan Notice to the respective beneficial 

owners, and, as requested, provide to the beneficial owners a Claims 

Packet, so that the beneficial owners may timely file a claim. The burden 

will be on the Nominees or Custodians to ensure the claims process 

information, including, if requested, the Claim Packet and other relevant 

materials, is properly disseminated to the beneficial owners; and/or

(b) provide to the Fund Administrator, within fourteen (14) days of receipt of 

the Plan Notice, a list of last known names and addresses for all beneficial 

owners for whom/which they purchased, as the record holder, the Security 

during the Relevant Period, so that the Fund Administrator can 

communicate with the beneficial owners directly.

41. At the discretion of the Fund Administrator, in consultation with the Commission 

staff, a reasonable number of additional copies of the Claims Packet shall be made available to 

any Nominee or Custodian requesting it for the purpose of distribution to beneficial owners.

42. Requests to the Fund Administrator for additional copies of the Claims Packet in 

excess of 500 are subject to approval by the Fund Administrator, in consultation with the 

Commission staff.

43. Documented reasonable out-of-pocket expenses incurred by the Nominees or the 

Custodians, which would not have been incurred but for compliance with paragraphs 40-42

above, shall be reimbursed from the Fair Fund. The amount of such expenses allowed will be at 

the discretion of the Fund Administrator, in consultation with the Commission staff. Unless 

otherwise determined by the Fund Administrator in consultation with the Commission staff, outof-pocket expenses based on the following rates will be considered reasonable: 

(a) a maximum of $0.08 per Claims Packet, plus postage at the pre-sort 

postage rate per Claim Packet actually mailed; 

(b) $0.05 per email of Summary Publication or Plan Notice and Claim Form

link disseminated; or

(c) $0.20 per name, address, and email address provided to the Fund 

Administrator, up to a maximum of amount of $1,500.00.

44. The Fund Administrator will attempt to locate any Potential Claimant whose 

mailing is returned as “undeliverable” and will document all such efforts. The Fund 
9

Administrator will utilize commercially available databases, to obtain updated addresses in 

response to “undeliverable” notices, and forward any returned mail for which an updated address 

is provided or obtained. The Fund Administrator will make available, upon request by the 

Commission staff, a list of all Potential Claimants whose Claims Packet have been returned as 

“undeliverable” due to incorrect addresses and for which the Fund Administrator has been 

unable to locate current addresses.

B. Claims Process

45. In all materials that refer to the Claims Bar Date, the filing deadline will be clearly 

identified with the calendar date, which is one hundred twenty (120) days from the date of the 

initial mailing of the Claims Packet. 

46. To avoid being barred from asserting a claim, on or before the Claims Bar Date, 

each Potential Claimant must submit to the Fund Administrator a properly completed Claim Form 

reflecting such Potential Claimant’s claim, together with all required supporting documentation as 

the Fund Administrator, in its discretion, deems necessary or appropriate to substantiate the claim. 

Without limitation, this information may include third-party documentary evidence of purchases 

and dispositions of Securities during the Relevant Period, as well as holdings of Securities at 

pertinent dates. The burden will be upon the Potential Claimant to ensure that his, her, or its Claim 

Form has been properly and timely received by the Fund Administrator. A Claim Form that is 

postmarked after the Claims Bar Date will not be accepted unless the deadline is extended by the 

Fund Administrator for good cause shown, after consultation with the Commission staff. 

47. The burden to prove receipt of the claim by the Fund Administrator will be upon 

the Potential Claimant; therefore Potential Claimants will be instructed to submit their claims in 

a manner that will enable them to prove receipt of the claim by the Fund Administrator.

48. All Claim Forms and supporting documentation necessary to determine a Potential 

Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of the Plan 

must be verified by a declaration executed by the Potential Claimant under penalty of perjury 

under the laws of the United States. The declaration must be executed by the Potential Claimant, 

unless the Fund Administrator accepts such declaration from a Person authorized to act on the 

Potential Claimant’s behalf, whose authority is supported by such documentary evidence as the 

Fund Administrator deems necessary. 

49. Electronic claims submission is encouraged; the Claims Packet will include directions 

on how Potential Claimants can submit their claims electronically via the Fair Fund’s website. If 

using theweb-based claim filing option, a Potential Claimant must submit their claim to the Fund 

Administrator by 11:59 p.m. on the Claims Bar Date. The Claims Packet will also include directions 

for submission of claims if the Potential Claimant is unable to submit their claim electronically.

50. When submitting claims to the Fair Fund on behalf of its clients, all Third-Party 

Filers must use the electronic filing template provided by the Fund Administrator in this matter. 

Filers that do not comply with the template and format provided by the Fund Administrator may be 

rejected. Third-Party Filers must also submit a signed master proof of claim and release, as well as 

proof of authority to file on behalf of the claimant(s) at the time the electronic file of transactions is 
10

submitted. Failure to do so may result in rejection of the claim.

51. Each Third-Party Filer must establish the validity and amount of each claim in its 

submission. Like all other Potential Claimants to the Fair Fund, Third-Party Filers must submit such 

supporting documentary evidence of purchases, dispositions, and holdings of Securities as the Fund 

Administrator deems necessary or appropriate to substantiate each individual claim. Without 

limitation, this includes the complete name of the Potential Claimant (beneficial account owner) and 

its TIN (for individuals) or EIN (for companies), sufficient contact information to confirm the 

identity of the beneficial owner, and documentation from the original bank, broker or other 

institution of purchases and dispositions of Securities (account statements, confirmations and other 

documentation of purchases and dispositions), as well as holdings of the Security on pertinent dates. 

Documentation generated by the Third-Party Filer as well as affidavits in lieu of supporting 

documentation, will not be accepted unless, for good cause, the Fund Administrator determines it 

acceptable. The Fund Administrator will have the right to request, and the Third-Party Filer will 

have the burden of providing to the Fund Administrator, any additional information and/or 

documentation deemed necessary by the Fund Administrator to substantiate the claim(s) contained in 

the submission. Documentation from a Third-Party Filer that is not acceptable to the Fund 

Administrator will result in rejection of the affected claim(s). The determination of the Fund 

Administrator to reject a claim for insufficient documentation, as reflected on the Final 

Determination Notice, is final and within the discretion of the Fund Administrator. 

52. The receipt of Securities by gifts, inheritance, devise, or operation of law will not 

be deemed to be a purchase of Securities, nor will it be deemed an assignment of any claim 

relating to the purchase of such Securities unless specifically so provided in the instrument of 

inheritance. However, the recipient of Securities as a gift, inheritance, devise or by operation of 

law will be eligible to file a Claim Form and participate in the distribution of the Fair Fund to the 

extent the original purchaser would have been eligible under the terms of the Plan. Only one 

claim may be submitted with regard to the same transactions in Securities, and in cases where 

multiple claims are filed by the donor and donee, the donee claim will be honored, assuming it is 

supported by proper documentation.

53. Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29 

U.S.C.§ 1002(3), which do not include Individual Retirement Accounts, and such plan’s 

participants, are properly made by the administrator, custodian or fiduciary of the plan and not by 

the plan’s participants. 

54. The Fund Administrator will review all claim submissions and determine the 

eligibility of each Potential Claimant to participate in the Fair Fund by reviewing claim data and 

supporting documentation (or the lack thereof), verifying the claim, and calculating each Potential 

Claimant’s Recognized Loss pursuant to the Plan of Allocation. Each Potential Claimant will have 

the burden of proof to establish the validity and amount of his, her, or its claim, and qualify as an 

Eligible Claimant. The Fund Administrator will have the right to request, and the Potential 

Claimant will have the burden of providing to the Fund Administrator, any additional information 

and/or documentation deemed relevant by the Fund Administrator.

55. The Fund Administrator will provide a Claim Status Notice within ninety (90) days of 

the Claims Bar Date to each Potential Claimant who has filed a Claim Form with the Fund 
11

Administrator, setting forth the Fund Administrator's determination of eligibility and the amount of 

calculated Recognized Loss. The Claim Status Notice will provide to each Potential Claimant 

whose claim is deficient, in whole or in part, the reason(s) for the deficiency (e.g., failure to provide 

required information or documentation). In the event the claim is denied, in whole or in part, the 

Claim Status Notice will state the reason for such denial. The Claim Status Notice will also notify 

the Potential Claimant of the opportunity to cure such deficiency, requests reconsideration, or 

dispute the determination made by the Fund Administrator and provide instructions regarding what 

is required to do so. Recognizing the nature of their claims, Third-Party Filers may be sent Claim 

Status Notices electronically, and in bulk.

56. Any Potential Claimant with a deficient claim will have thirty (30) days from the date 

of the Claim Status Notice to cure any deficiencies identified in the Claim Status Notice.

57. In the event the claim is denied, in whole or in part, the Claim Status Notice will state 

the reason for such denial. Any Potential Claimant seeking reconsideration of a denied claim must 

advise the Fund Administrator in writing within thirty (30) days of the date of the Claim Status 

Notice. All requests for reconsideration must include the necessary documentation to substantiate 

the basis upon which the Potential Claimant is requesting reconsideration of their claim. 

58. The Fund Administrator may, in its sole discretion, consider disputes of any nature 

presented in writing within thirty (30) days of the Claim Status Notice by Potential Claimants, and 

will consult Commission staff as appropriate.

59. The Fund Administrator will send, as appropriate, a Final Determination Notice to all 

Potential Claimants who responded to the Claim Status Notice in an effort to cure a deficiency, seek 

reconsideration of a rejected claim, or dispute their Recognized Loss. The Fund Administrator will 

send such Final Determination Notices no later than thirty (30) days following receipt of 

documentation or information in response to the Claim Status Notice, or such longer time as the 

Fund Administrator determines is necessary for a proper determination concerning the claim.

60. The Fund Administrator will have the authority, in its sole discretion, to waive 

technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims. 

All determinations made by the Fund Administrator in accordance with the Plan in any dispute,

request for reconsideration, or request to cure a deficient claim will be final and not subject to

appeal.

61. The Potential Claimant has the burden of notifying the Fund Administrator of a 

change in his, her, or its current address and other contact information, and of ensuring that such 

information is properly reflected on the Fund Administrator’s records.

C. The Escrow Account

62. Prior to the disbursement of the Net Available Fair Fund, the Fund Administrator will 

establish an escrow account (the “Escrow Account”) with a United States commercial bank that is 

not unacceptable to the Commission staff (the “Bank”), pursuant to an escrow agreement (the 

“Escrow Agreement”) to be provided by Commission staff.
12

63. The Fund Administrator, pursuant to the Escrow Agreement, shall also establish with 

the Bank a separate deposit account (e.g. controlled distribution account, managed distribution 

account, linked checking and investment account) (the “Distribution Account”), insured by the 

Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass through limit. The 

Distribution Account shall be linked with the Escrow Account and shall be named, and records 

maintained, in accordance with the Escrow Agreement. 

64. During the term of the Escrow Agreement, the portions of the Fair Fund transferred 

to the Escrow Account (the “Escrow Property”), if invested, shall be invested and reinvested in 

short-term U.S. Treasury securities backed by the full faith and credit of the United States 

Government or an agency thereof. The investment shall be of a type and term necessary to meet 

the cash liquidity requirements for payments to Eligible Claimants, tax obligations, and/or fees of 

the Tax Administrator and/or Fund Administrator, including investment or reinvestment in a bank 

account insured by the FDIC up to the guaranteed FDIC limit, or in money market mutual funds 

registered under the Investment Company Act of 1940 that invest 100% of their assets in direct 

obligations of the United States Government. 

65. The Fund Administrator shall provide duplicate original bank and/or investment 

statements on any accounts established by the Fund Administrator to the Tax Administrator on a 

monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as 

necessary.

66. The Fund Administrator shall deposit or invest funds in the Escrow and Distribution 

Accounts so as to result in the maximum reasonable net return, taking into account the safety of 

such deposits or investments. In consultation with Commission staff, the Fund Administrator shall 

work with the Bank on an ongoing basis to determine an allocation of funds between the Escrow 

and Distribution Account.

67. All interest, dividends, and/or income earned by the Escrow Property will accrue for 

the benefit of the Escrow Account. All Administrative Costs associated with the Escrow and 

Distribution Accounts will be the responsibility of the Fund Administrator, who may be 

reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to 

the Bank, its agents, and/or its affiliates from the Escrow Account.

D. Establishment of a Reserve

68. Before determining the amount of funds available for distribution and calculating 

each Eligible Claimant’s Distribution Payment, the Fund Administrator, in conjunction with the Tax

Administrator, will establish a reserve to pay future Administrative Costs and to accommodate any 

unexpected expenditures (the “Reserve”).

69. After all disbursements and Administrative Costs are paid, any remaining amounts in 

the Reserve will become part of the Residual described in paragraph 85 below.

E. Distribution of the Fair Fund

70. The Fund Administrator will seek to distribute the Net Available Fair Fund to all 
13

Eligible Claimants only after all Claim Forms have been processed and all Potential Claimants 

whose claims have been rejected or disallowed, in whole or in part, have been notified and 

provided the opportunity to contest or cure pursuant to the procedures set forth herein.

71. Within thirty (30) days following the date of the Final Determination Notices 

described above, paragraph 59, the Fund Administrator will compile and send to the Commission 

staff the payee information, including the name, address, calculated Recognized Loss, and the 

amount of the Distribution Payment for all Eligible Claimants (the “Payee List”). The Fund 

Administrator will also provide a Reasonable Assurances Letter to the Commission staff, 

representing that the list of Eligible Claimants: (a) was compiled in accordance with the approved 

Plan; (b) is accurate as to Eligible Claimants’ names, addresses, Recognized Losses and amounts 

of Distribution Payments; and (c) provides all information necessary to make payments to each 

Eligible Claimant.

72. Upon the Commission staff’s receipt, review, and acceptance of the Payee List and 

Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek an 

Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 C.F.R. § 

210.1101(b)(6), to disburse funds to the Bank in accordance with the Payee List for distribution by 

the Fund Administrator in accordance with the Plan. All disbursements will be made pursuant to a 

Commission Order. 

73. Upon issuance of an order to disburse, the Commission staff will direct the transfer 

of the funds to the Bank in accordance with the Payee List. The Fund Administrator will then use 

its best efforts to commence mailing Distribution Payment checks and/or effect wire transfers

within ten (10) business days of the release of the funds into the Escrow Account. All efforts will 

be coordinated to limit the time between the Escrow Account’s receipt of the funds and the 

issuance of Distribution Payments.

74. All checks will be issued by the Fund Administrator from the Distribution 

Account. All checks will bear a stale date of one hundred twenty (120) days from the date of 

issuance. Checks that are not negotiated by the stale date will be voided, and the Bank will be 

instructed to stop payment on those checks. An Eligible Claimant’s claim will be extinguished if 

he, she, or it fails to negotiate his, her or its check by the stale date, and the funds will remain in 

the Net Available Fair Fund, except as provided in Paragraphs 82-83 below. 

75. All payments will be preceded or accompanied by a communication that includes, as 

appropriate: (a) a statement characterizing the distribution; (b) a statement that the tax treatment of 

the distribution is the responsibility of each Eligible Claimant and that the Eligible Claimant should 

consult his or her tax advisor for advice regarding the tax treatment of the distribution; (c) a

statement that checks will be void and cannot be reissued after one hundred twenty (120) days from 

the date the original check was issued; and (d) contact information for the Fund Administrator for 

questions regarding the Distribution Payment. The letter or other mailings to Eligible Claimants 

characterizing a Distribution Payment will be submitted to the Tax Administrator and Commission 

staff for review and approval. All Distribution Payments, either on their face or in the 

accompanying mailing, will clearly indicate that the money is being distributed from the Fair Fund 

established by the Commission to compensate investors for harm as a result of securities law 
14

violations. 

76. Distribution Payments must be made by check or electronic payment payable to the 

Eligible Claimant (the beneficial account owner). A Third-Party Filer shall not be the payee of any 

Distribution Payment check or electronic Distribution Payment. Any other payment arrangement 

must be discussed with the Fund Administrator in consultation with the Commission staff and must 

be authorized by the Eligible Claimant. Compensation to the Third-Party Filer for its services may 

not be paid or deducted from the Distribution Payment. 

77. If, after discussion with the Fund Administrator in consultation with the 

Commission staff, and authorization by the Eligible Claimant(s), a Distribution Payment is to be 

made to a Third-Party Filer to distribute to the Eligible Claimant(s), the Third-Party Filer will be 

required to complete a certification, which will require them, at a minimum, to attest that any 

distribution to the custodian, trustee, or investment professional representing multiple potentially 

eligible beneficial owners, will be allocated for the benefit of current or former pooled investors 

and not for the benefit of management. The certification form will be available on the Fair Fund 

website and upon request from the Fund Administrator. All such Third-Party Filers must have an 

auditable mechanism available to the Fund Administrator and the Commission staff to confirm 

that each Eligible Claimant received the Distribution Payment directed to them. 

78. The Fund Administrator will distribute any payments made on behalf of a 

retirement plan directly to the administrator, custodian or fiduciary of the retirement plan. The 

custodian or fiduciary of the retirement plan will distribute any payments received in a manner 

consistent with its fiduciary duties and the governing account or plan provisions.

79. The submission of a Claim Form and the receipt and acceptance of a Distribution 

Payment by an Eligible Claimant is not intended to be a release of an Eligible Claimant’s rights and 

claims against any party.

80. Electronic or wire transfers may be utilized at the discretion of the Fund 

Administrator to transfer approved Distribution Payments to filers of claims on behalf of twenty 

(20) or more Eligible Claimants. Wire transfers will be initiated by the Fund Administrator 

using a two-party check and balance system, whereby completion of a wire transfer will require 

an authorization by two members of the Fund Administrator’s senior staff.

F. Post Distribution; Handling of Returned or Uncashed Checks; and Reissues

81. The Fund Administrator shall use its best efforts to make use of reasonable 

commercially available resources and other reasonably appropriate means to locate all Eligible 

Claimants whose checks are returned to the Fund Administrator as “undeliverable.” If new 

address information becomes available, the Fund Administrator will repackage the distribution 

check and send it to the new address. If new address information is not available after a 

diligent search (and in no event no later than one hundred twenty (120) days after the initial 

mailing of the original check) or if the distribution check is returned again, the check shall be 

voided and the Fund Administrator shall instruct the issuing financial institution to stop 

payment on such check. If the Fund Administrator is unable to find an Eligible Claimant’s 

correct address, the Fund Administrator, in its discretion, may remove such Eligible Claimant 
15

from the distribution and the allocated Distribution Payment will remain in the Fair Fund for 

distribution, if practicable, to the remaining Eligible Claimants.

82. The Fund Administrator will reissue checks to Eligible Claimants upon the receipt of 

a valid, written request from the Eligible Claimant prior to the initial stale date. In cases where an 

Eligible Claimant is unable to endorse a Distribution Payment check as written (e.g., name changes, 

IRA custodian changes, or recipient is deceased) and the Eligible Claimant or a lawful representative 

requests the reissuance of a Distribution Payment check in a different name, the Fund Administrator 

will request, and must receive, documentation to support the requested change. The Fund 

Administrator will review the documentation to determine the authenticity and propriety of the 

change request. If, in the discretion of the Fund Administrator, such change request is properly 

documented, the Fund Administrator will issue an appropriately redrawn Distribution Payment to the 

requesting party. Such reissued checks will be void at the later of one hundred twenty (120) days 

from issuance of the original check or sixty (60) days from the reissuance, and in no event will a 

check be reissued after one hundred twenty (120) days from the date of the original issuance without 

the approval of Commission staff.

83. The Fund Administrator will make reasonable efforts to contact Eligible 

Claimants who have failed to negotiate any Distribution Payment check and take appropriate 

action to follow up on the status of uncashed checks at the request of Commission staff. The 

Fund Administrator may reissue such checks subject to the time limits detailed herein.

G. Disposition of Undistributed Funds

84. If funds remain following the initial distribution and payment of all 

Administrative Costs, the Fund Administrator, in consultation with the Commission staff, may 

seek subsequent distribution(s) of any remaining funds, pursuant to the Commission’s Rules. 

85. A residual within the Fair Fund will be established for any amounts remaining 

after the final disbursement to Eligible Claimants from the Fair Fund (the “Residual”). The 

Residual may include, among other things, the Reserve, distribution checks that have not been 

cashed, funds from checks that were not delivered or from funds returned to the Commission, 

Fair Fund tax refunds for overpayment or for waiver of IRS penalties.

86. All funds remaining in the Residual that are infeasible to distribute to investors 

will be returned to the Commission and transferred to the U.S. Treasury after the final 

accounting is approved by the Commission.

H. Accountings

87. Pursuant to Rule 1105(f) of the Commission’s Rules, once the Escrow Property has 

been transferred from the BFS to the Bank, the Fund Administrator will file an accounting with the 

Commission during the first ten (10) days of each calendar quarter on a standardized accounting 

form provided by the Commission staff. The Fund Administrator will file an accounting of all 

monies earned or received and all monies spent in connection with the administration of the Plan.

88. Upon completion of all distributions to Eligible Claimants pursuant to the 
16

procedures described above, the Fund Administrator shall arrange for the payment of all 

Administrative Costs, transfer all remaining funds to the Commission, and submit a final 

accounting for approval by the Commission on a standardized form provided by the Commission 

staff. The Fund Administrator will also submit a report to the Commission staff containing the 

final distribution statistics regarding distributions to individuals and entities, and such other 

information requested by the Commission staff.

I. Termination of the Fair Fund

89. The Fair Fund will be eligible for termination and the Fund Administrator will be

eligible for discharge after all of the following have occurred (a) a final accounting, in a standard 

accounting format provided by the Commission staff, has been submitted by the Fund 

Administrator and approved by the Commission; (b) all Administrative Costs have been paid;

and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer 

to U.S. Treasury. Once the Commission has approved the final accounting, the Commission 

staff will seek an order from the Commission authorizing: (a) the transfer of any Residual 

remaining in the Fair Fund that is infeasible to return to investors, and any amounts returned to it 

in the future that are infeasible to return to investors, to the U.S. Treasury, subject to Section 

21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c) cancellation of the 

Fund Administrator’s bond; and (d) termination of the Fair Fund.

90. Once the Fair Fund has been terminated and funds, if any, are transferred to the 

U.S. Treasury, no further claims will be allowed and no additional payments will be made

whatsoever.

J. Miscellaneous

91. When administering this Plan, the Fund Administrator, and/or each of its

designees, agents and assigns, may rely on: all applicable law; orders issued by the 

Commission, including orders issued by delegated authority; orders issued by an administrative 

law judge, if any, appointed in this proceeding; and any records, including records containing 

investor information, provided by Commission staff.

92. Should any additional funds be received pursuant to Commission or Court order, 

agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds 

will be added to the Net Available Fair Fund and distributed, if feasible, in accordance with the 

Plan of Allocation. 

K. Wind-down and Document Retention

93. The Fund Administrator will shut down the website, P.O. Box and customer 

service telephone line(s) established specifically for the administration of the Fair Fund two (2) 

months after the transfer of any remaining funds to the Commission, or at such earlier time as the 

Fund Administrator determines with the concurrence of the Commission staff.

94. The Fund Administrator will retain all claims materials in paper and electronic 

form for a period of six (6) years from the approval of the final accounting. Pursuant to 
17

Commission staff’s direction, the Fund Administrator will either turn over to the Commission or

destroy all documents, including documents in any media, upon expiration of this period. 

V. NOTICE AND COMMENT PERIOD

95. The Notice of Proposed Plan of Distribution and Opportunity to Comment (the 

“Notice”) will be published on the Commission’s website at 

http://www.sec.gov/litigation/fairfundlist.htm. Any person wishing to comment on the Plan must 

do so in writing by submitting their comments to the Commission within thirty (30) days of the 

publication of the Notice: (a) to the Office of the Secretary, United States Securities and 

Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090; (b) by using the 

Commission’s Internet comment form (www.sec.gov/litigation/admin.shtml); or (c) by sending 

an email to rule-comments@sec.gov. Comments submitted by email or via the Commission’s 

website should include “Administrative Proceeding File Number 3-20092” in the subject line. 

Comments received will be available to the public. Persons should only submit comments that 

they wish to make publicly available.
Exhibit A

PLAN OF ALLOCATION

This Plan of Allocation is designed to compensate investors (“Potential Claimants”) based on 

their losses on shares of the FCA common stock (the “Security”) purchased between February 2, 

2016 and January 11, 2017 (the “Relevant Period”) due to the misconduct of the Respondent.

Potential Claimants who did not purchase shares of the Security during the Relevant Period did not 

purchase shares at prices inflated by the Respondent’s violative conduct and are ineligible to recover 

under this Plan. Artificial inflation in the price of the Security over various date ranges surrounding 

corrective disclosures and average closing prices of the Security during the 90-day Lookback Period 

(defined below) have been calculated by Commission’s staff economists and are reflected in Table 

A. 

The Fund Administrator will calculate the amount of loss5for each share of the Security 

purchased or acquired during the Relevant Period (“Recognized Loss per Share”) as follows:

For each share of Security purchased or acquired between February 2, 2016 and January 11, 

2017, inclusive, and

A. Sold prior to January 12, 2017, the Recognized Loss per Share is $0.00.

B. Sold on January 12, 2017 before the close of trading, the Recognized Loss per Share 

is the lesser of: 

i. share price inflation of $1.13; or

ii. the purchase/acquisition price minus the sale price.

C. Sold after the close of trading on January 12, 2017 and prior to the close of trading on 

April 11, 2017 (the “Lookback Period”) the Recognized Loss per Share is the least of:

i. share price inflation of $1.13; or

ii. the purchase/acquisition price minus the sale price; or

iii. the purchase/acquisition price minus the moving average closing price of FCA 

common stock on the sale date as set forth in Table A below.

D. Held as of the close of trading on April 11, 2017, the Recognized Loss per Share is 

the lesser of:

i. share price inflation of $1.13; or

 

5

 The loss calculated will take into account the artificially inflated portion of the per share price of the Security as a 

result of FCA’s misstatements and omissions, as well as the Potential Claimants’ actual expenditures.
2

ii. the purchase/acquisition price minus $10.81, the moving average closing price 

of FCA common stock between January 12, 2017 and April 11, 2017, as 

shown on the last row in Table A.

If the Recognized Loss per Share calculates to a negative number, reflecting a gain, the 

Recognized Loss per Share on such shares will be $0.00. 

All prices mentioned in the calculations exclude all taxes, fees and commissions. Purchases 

and sales shall be deemed to have occurred on the “contract” or “trade” date as opposed to the 

“settlement” or “payment” date.

Additional Provisions

FIFO Methodology: For each Potential Claimant who made multiple purchases and sales of 

the Security during the Relevant Period, the transactions will be matched according to the first-in, 

first-out (“FIFO”) method. The earliest sales during the Relevant Period will be matched first 

against any holdings at the opening of the Relevant Period. Once the beginning holdings have all 

been matched, or in the event that the Potential Claimant had no beginning holdings, then any further 

sales will be matched against the earliest Relevant Period purchases and chronologically thereafter.

Acquisitions: The receipt or grant of the Security to the Potential Claimant by gift, devise, 

inheritance, or operation of law during the Relevant Period is not considered an eligible purchase if 

the original purchase did not occur during the Relevant Period. Such shares will be excluded from 

the calculation of the Potential Claimant’s Recognized Loss. 

The receipt of the Security pursuant to the conversion of mandatory convertible securities on 

December 15, 2016 is considered an eligible purchase, with a price per share of $8.73 (the closing 

price on December 15, 2016), for purposes of the calculations in this Plan of Allocation.

Options and Derivatives: FCA common stock is the only security eligible for recovery under 

this Plan. Option contracts to purchase or sell the Security are not securities eligible for recovery 

under the Plan. With respect to the Security purchased or sold through the exercise of an option, the 

purchase/sale date is the exercise date of the call and the assignment date of the put, and the 

purchase/sale price is the strike price of the call at the time of exercise and the strike price of the put 

at the time of assignment. Transactions in the Security during the Relevant Period that are pursuant 

to, or in connection with, a swap or another derivative will not be eligible for a recovery. 

Short Sales: If the sale date for a share falls before the purchase date, then the share has a 

Recognized Loss per Share of $0.00. The date of covering a short sale is deemed to be the date of 

purchase of the Security and the date of a short sale is deemed to be the date of sale of the Security. 

The earliest Relevant Period purchases will be matched against any short position existing on the 

date prior to the start of the Relevant Period, and not be entitled to a recovery, until that short 

position is fully covered. 

Recognized Loss: A Potential Claimant’s Recognized Loss will be the sum of the 

Recognized Loss per Share, as calculated above, on all shares of the Security purchased or acquired 
3

during the Relevant Period. If the Recognized Loss calculates to a gain, then the Recognized Loss 

will be $0.00.

Market Loss Limitation: If a Potential Claimant’s actual market loss on shares of the 

Security purchased during the Relevant Period is less than his, her or its Recognized Loss, then the 

Potential Claimant’s Recognized Loss shall be limited to the actual market loss amount. If the actual 

market loss calculates to a gain, then the Potential Claimant’s Recognized Loss will be $0.00. The 

actual market loss will be calculated as (a) the total purchase amount for shares of the Security 

purchased during the Relevant Period less (b) the sales proceeds on any of those shares sold during 

the Relevant Period, and (c) the holding value on the remaining of those shares, which will be for 

purposes of this calculation, $10.81 per share, the moving average closing price of FCA common 

stock between January 12, 2017 and April 11, 2017, as shown on the last row in Table A.

Eligible Claimant: A Potential Claimant whose Recognized Loss, after application of the 

Market Loss Limitation, equals or exceeds $10.00 will be deemed an Eligible Claimant.

Pro Rata Share: A pro rata share computation is intended to measure Eligible Claimants’ 

Recognized Losses against one another. The Fund Administrator shall determine each Eligible 

Claimant’s Pro Rata Share as the ratio of the Eligible Claimant’s Recognized Loss to the sum of 

Recognized Losses of all Eligible Claimants.

Distribution Payment: If the Net Available Fair Fund equals or exceeds the sum of the 

Recognized Losses of all Eligible Claimants, each Eligible Claimant will receive a distribution 

payment equal to the amount of his, her, or its Recognized Loss. If the Net Available Fair Fund is 

less than the sum of the Recognized Losses of all Eligible Claimants, each Eligible Claimant will 

receive a distribution payment equal to their Pro Rata Share. 

Prior Recovery: To avoid payment of a windfall, the Distribution Payment will be no larger 

than the Eligible Claimant’s Recognized Loss minus the amount of any compensation for the loss 

that resulted from the conduct described in the Order that was received from another source (e.g., 

class action settlement), to the extent known by the Fund Administrator (“Prior Recovery”), if any.

Reasonable Interest, if awarded, may be added to such Distribution Payment.

Reasonable Interest: If the Net Available Fair Fund has funds in excess of that necessary to 

pay all Eligible Claimants Distribution Payments equal to their Recognized Loss, the Fund 

Administrator, in consultation with the Commission staff, may include reasonable interest in the 

Distribution Payment to compensate Eligible Claimants for the time value of their respective 

Recognized Losses. Reasonable interest will be calculated using the Short-term Applicable Federal 

Rate plus three percent (3%), compounded quarterly from the end of the Relevant Period through the 

approximate date of the disbursement of the Fair Fund (“Reasonable Interest”). If there are 

insufficient funds to pay Reasonable Interest in full to all Eligible Claimants, the excess funds will 

be divided, pro rata, among the Eligible Claimants, based on the Reasonable Interest amount 

calculated for each Eligible Claimant.

Minimum Distribution Amount: No Eligible Claimant shall receive a Distribution Payment 

unless his, her, or its Distribution Payment is equal to or greater than $10.00. If an Eligible 

Claimant’s calculated Distribution Payment is less than $10.00, that investor will not receive a 
4

payment and the funds will be distributed to other Eligible Claimants whose Distribution Payments 

are equal to or greater than $10.00.
5

Table A: FCA Common Stock Moving Average Closing Price, January 12, 2017 – April 11, 

2017

Moving 

Average 

Closing Price 

from 

January 12, 

2017 to Date 

Shown Date

Moving 

Average 

Closing Price 

from 

January 12, 

2017 to Date 

Shown Date

Moving 

Average 

Closing Price 

from 

January 12, 

2017 to Date 

Shown

1/12/2017 $9.95 2/13/2017 $10.54 3/15/2017 $10.84

1/13/2017 $9.84 2/14/2017 $10.58 3/16/2017 $10.85

1/17/2017 $9.72 2/15/2017 $10.62 3/17/2017 $10.87

1/18/2017 $9.71 2/16/2017 $10.66 3/20/2017 $10.88

1/19/2017 $9.76 2/17/2017 $10.68 3/21/2017 $10.87

1/20/2017 $9.80 2/21/2017 $10.71 3/22/2017 $10.87

1/23/2017 $9.87 2/22/2017 $10.73 3/23/2017 $10.87

1/24/2017 $9.99 2/23/2017 $10.75 3/24/2017 $10.87

1/25/2017 $10.10 2/24/2017 $10.75 3/27/2017 $10.87

1/26/2017 $10.20 2/27/2017 $10.76 3/28/2017 $10.88

1/27/2017 $10.28 2/28/2017 $10.76 3/29/2017 $10.88

1/30/2017 $10.32 3/1/2017 $10.77 3/30/2017 $10.88

1/31/2017 $10.37 3/2/2017 $10.78 3/31/2017 $10.88

2/1/2017 $10.42 3/3/2017 $10.79 4/3/2017 $10.87

2/2/2017 $10.45 3/6/2017 $10.80 4/4/2017 $10.87

2/3/2017 $10.49 3/7/2017 $10.80 4/5/2017 $10.85

2/6/2017 $10.50 3/8/2017 $10.81 4/6/2017 $10.84

2/7/2017 $10.49 3/9/2017 $10.81 4/7/2017 $10.83

2/8/2017 $10.50 3/10/2017 $10.81 4/10/2017 $10.82

2/9/2017 $10.51 3/13/2017 $10.82 4/11/2017 $10.81

2/10/2017 $10.52 3/14/2017 $10.82