NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

_____________

No. 19-2853

_____________ CARYN GRATZ, Appellant

v. KEREY RUGGIERO; DONNA MORAN; PHILADELPHIA MENTAL HEALTH CLINIC, INC., doing busin ess as PHILADEL PHIA MENTAL HEALTH CENTERS; STAFFMORE, LLC.; ANTHONY A. WOLF , INC.; BEHAVIORAL HEALTHWORKS, LLC; RUGGIERO, LLC

______________ APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRI CT OF PENNSYLVANIA (D.C. No. 2-16-cv-03799) District Judge: Honorable Michael M. Baylson

______________ Submitted Under Third Ci rcuit L.A.R. 34.1(a) July 2, 2020

______________ Before: GREENAWAY, JR., SHWARTZ, and RENDELL, Circuit Judges. (Filed: August 5, 2020)

______________ OPINION 

______________

 This disposition is not an opinion of the full court and pursuant to I.O.P. 5.7 does not constitute binding precedent.2 SHWARTZ, Circuit Judge. Caryn Gratz appeals an order of the Dist rict Court granting summary judgment to Defendants. For the reasons set forth herein, we will affirm.
I Gratz worked for the Philadelphia Ment al Health Clinic, Inc. (“PMHC”), a nonprofit organization, at two different times . From 1999 through 2004 or 2005, she served as agency director, and from 2015 to 2016, she wa s its chief operating officer. Between her two stints at PM HC, Gratz worked as a managing director at another organization, the Public Health Manageme nt Corporation (“PHM” ). Gratz was fired from PMHC in 2016. Gratz sued PMHC, its chief executive officer Kerey Parnes (formerly, Kerey Ruggiero), its former executiv e director Donna Moran, a nd four entities that Parnes owned or controlled, Staffmore, LLC, Antho ny A. Wolf, Inc., Behavioral Healthworks, LLC, and Ruggiero, LLC (collectively “Organizational Defendants”), under the Racketeer Influenced and Corr upt Organizations Act (“RICO ”), 18 U.S.C. § 1962(c)-(d). 1 Gratz alleged that Parnes and Moran “orche strated a scheme to divert PMHC’s funds away from its charitable purpose and into th eir own pockets” through a series of payments from PMHC to the Organizational Defe ndants. App. 24 ¶ 1. She asserts that the Defendants engaged in, and conspired to e ngage in, a pattern of racketeering activity, specifically, mail fraud under § 1341, wire fraud under § 1 343, and witness tampering

1 Gratz’s claims against PMHC were dism issed with prejudice after the parties reached a settlement.3 under § 1512. The District Court granted Defendants’ motion for summary judgment, holding that Gratz lacks standing un der RICO. Gratz appeals.
II 2
A “To establish a RICO claim, a plaintiff must show ‘(1) conduct (2 ) of an enterprise (3) through a pattern (4) of racketeering activ ity.’” Warden v. Mc Lelland, 288 F.3d 105, 114 (3d Cir. 2002) (quoting Se dima, S.P.R.L v. Imrex Co., 473 U.S. 479, 496 (1985)); see also § 1962(c). “The statute defines r acketeering by a list of criminal activities that constitute predicate acts for purposes of RICO ,” Warden, 288 F.3d at 114, which includes wire fraud, mail fraud, and witness tampering, see § 1961(a). To have standing to bring a RICO claim, a plaintiff must show “(1) that he was injured (2) by r eason of a violation of § 1962.” Anderson v. Aylin g, 396 F.3d 265, 26 9 (3d Cir. 2005). This requires the plaintiff to demonstrate “that . . . she was in jured by an act that is independently wrongful under RICO, . . . and not merely by a non-r acketeering act in furtherance of a broader RICO conspiracy.” Id. (internal quotation marks and citation omitted). Furthermore, a plaintiff must show that the defendant’s “R ICO violation was not only a ‘but for’ cause

2 The District Court had jurisdiction unde r 18 U.S.C. § 1964 (c) and 28 U.S.C. § 1331. We have jurisdiction under 28 U.S.C. § 1291. “We exercise plenary review over a dist rict court’s grant of summary judgment.” Chavarriaga v. N.J. Dep’t of Corr., 806 F.3d 210, 218 (3d Ci r. 2015). We apply the same standard as the District Court, viewing all facts and drawing all re asonable inferences in the non-movant’s favor. Hugh v. Butler Ct y. Family YMCA, 418 F.3d 265, 266-67 (3d Cir. 2005). Summary judgment is appropriate when “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a).4 of his injury, but also that it was the pr oximate cause.” Id. The proximate cause requirement means that the plaintiff’s injury must be the “direct” result of an act of racketeering, id., rather than an attenuated harm following a “long chain of intervening causes,” id. at 270; see also St. Luke’s Health Network, Inc. v. Lancaster Gen. Hosp., __ F.3d __, No. 19-3340, 2020 WL 4197525, at *4 (3d Cir. July 22, 2020); In re Avandia Mktg., Sales Practices & Prod. Liab. Litig., 804 F.3d 633, 644 (3d Cir. 2015); Callahan v. A.E.V., Inc., 182 F.3d 23 7, 261 (3d Cir. 1999). In assessing whether a plaintiff has esta blished proximate cause, we examine six factors: (1) the causal connection between defe ndant’s wrongdoing and plaintiff’s harm; (2) the specific intent of defendant to harm plaintiff; (3) the nature of plaintiff’s alleged injury . . . ; (4) the directness or indirectness of the asserted injury; (5) whethe r the damages claim is . . . highly speculative; and (6) keeping the scope of complex . . . trials within judicially manageable limits, i.e., avoiding either the risk of duplicate recoveries on the one hand, or the danger of complex apportionment of damages on the other. Anderson, 396 F.3d at 270 (first two omission s in original) (interna l quotation marks and citation omitted). We analyze Gratz’s alle ged injuries under these factors.
B Gratz asserts Defendants’ racketeering acts caused her three injuries. First, she argues that Defendants “fraudulently induced” her to leave her PHM job for the chief operating officer position at PMHC, thereby causing her to lose her prior “position, earnings, and future opportunities at PHM,” via a series of actions, which she argues amount to wire fraud. Appellant’s Br. at 29. Specifically, Gratz alleges that Parnes and Moran recruited Gratz from PHM by maki ng a series of false and misleading5 representations that were “intended to conc eal” Defendants’ self-dealing transactions. App. 32 ¶ 41. Second, Gratz argues that once she rejoined PMHC in 2015, De fendants “induced her” to provide false assurances to PMHC’s funding partners about Defendants’ selfdealing transactions, thereby causing injury to her professional reputation—acts that she alleges constitute wire fraud. Appellant’s Br. at 30. Third, she argues that Defendants terminat ed her, and thereby de prived her of her job and income to prevent her from reporti ng their misconduct, an act which Gratz alleges constitutes witness tampering. We address each injury in turn.
1 The District Court’s thorough opinion righ tly determined that Gratz lacks standing to bring a RICO claim based upon a theory th at Defendants engaged in acts of wire fraud to fraudulently induce her to leave her PHM j ob and provide false assurances to PMHC’s funding partners. 3 First, as the District Court emph asized, Gratz has not established “the

3 Gratz’s legal theory underlying her wire fraud allegations is unclear. At times, Gratz argues that Defendants’ scheme was intended to obtain fraudulently from PMHC funds that would have been used for the or ganization’s “charitabl e purpose[s],” meaning that PMHC was the victim of the fraud scheme . Appellant’s Br. at 27. At other times, Gratz argues that the scheme was intended to “defraud[] her” of her employment services and reputation, Appellant’s B r. at 34, or of the right to control her assets. To the extent that Gratz argues that PM HC was the victim of the alleged wire fraud scheme, Gratz lacks standi ng because her alleged injury would be “derivative of harm suffered by a more immediate victim of the RICO activity”— PMHC. Avandia, 804 F.3d at 644; see also id. at 642 (“[A] plain tiff who complained of harm flowing merely from the misfortunes visited upon a third pe rson by the defendant’s acts was generally said to stand at too remote a distance to recover.”). To the extent that Gratz argues that she was the victim of the alleged wire fraud scheme, we address herein whether Gratz has standing.6 causal connection between [Defendants’] wron gdoing and [her] harm.” Anderson, 396 F.3d at 270. Gratz alleges that Defendants’ misrepresentations i nduced her to leave PHM and to provide false assurances to PMHC’s funding partners, but she has not offered evidence that establishes the ex tent to which the misrepresent ations actually influenced her behavior. Indeed, as the District Court observed, the record is “utterly devoid of any specific identification of a causal nexus.” App. 17. As a result, it would be difficult for a jury “to ascertain the amount of [the] plain tiff’s damages attributable to the [wire fraud] violation, as distinct from other, independent, factors.” Callahan, 182 F.3d at 261 (citation omitted). “The more difficult it is to distinguish between the effects of the defendants’ legitimate activities and their alleged racketeeri ng actions on the plaintiff[], the more likely we are to conclude that proxi mate causation is lacking.” Id. at 263; see also Anza v. Ideal Steel Su pply Corp., 547 U.S. 451, 459 (2006) (citation omitted) (holding that plaintiff failed to establish RICO standing becau se plaintiff’s injury “could have resulted from factors other than [defendants’] alleged acts of fraud”). Second, Gratz has not established that Defe ndants had a “specific intent” to cause the injury she alleges, name ly, the loss of her earnings and opportunities at PHM. Anderson, 396 F.3d at 270. While Defendants ha d the specific intent to hire Gratz, there is no evidence that they specif ically intended her to lose income or opportunities by doing so. Third, the nature of certain of her a lleged injuries does not satisfy RICO because RICO standing requires “proof of a concrete financial loss, and not mere injury to a valuable intangible property interest.” Av andia, 804 F.3d at 638. Although Gratz’s allegations that she lost income by leav ing PHM may constitute a tangible property7 interest, her alleged loss of reputation and future job opportunitie s do not because they are both intangible and speculative, Anderson , 396 F.3d at 270, and these harms lack the direct relationship to Defendants’ actions that RICO requires, Callahan, 182 F.3d at 261. While there is no clear risk of duplicative re coveries, the other factors demonstrate that Gratz lacks RICO standing to pursue her claims based on wire fraud. Gratz’s claims parallel those of the plainti ff in Shearin v. E.F. Hutton Group, Inc., who we held lacked RICO standing. Shea rin alleged that she was “induced” by a securities-fraud scheme “to leave her previous employment and enter into an employment contract with [one of the defendants’ compan ies] so that it would have the facade of a genuine . . . company.” 885 F.2d 1162, 11 64 (3d Cir. 1989), abrogated on other grounds by Beck, 529 U.S. at 494. We held that Shearin’s job loss could not “fairly be said to have resulted from . . . any of RICO’s first three subsections or from the predicate acts necessary to establish these,” because the predicate acts did not “cause the injuries of which [the plaintiff] complains.” Id. at 11 68. Thus, we held Shearin lacked RICO standing. Similarly, Gratz lacks standing to bring her RICO claims based on alleged acts of wire fraud.
2 Gratz also asserts that she has standing because Defendants’ offer of a severance package and confidentiality ag reement and termination were acts of witness tampering that led to her loss of employment. Accordi ng to Gratz, Defendants terminated her after she started gathering documents that she be lieved revealed Defendants’ alleged fraud. Specifically, in December 2015 and Januar y 2016, Gratz instructed PMHC’s chief8 financial officer (CFO) and chief medical offi cer to help her collect PMHC documents in order to report Parnes’s conduct to the “app ropriate authorities,” App. 1630-1631 ¶ 70, such as “the Attorney General and anyone el se in the government who [had] oversight of PMHC,” App. 1634 ¶ 79. Ar ound that time, a chief ex ecutive officer of another behavioral health organizati on, Nicholas Tartaglione, had been indicted for embezzling money from the organization through self-dea ling transactions and Gratz discussed the indictment with PMHC’s employees. Therea fter, Gratz overheard Parnes ask the CFO “pointed questions about what documents [G ratz] had asked him for,” in particular, whether Gratz had asked for the organizatio n’s “General Ledger,” a document that “memorialized details about each discrete transaction between PMHC and Parnes’ companies.” App. 1635 ¶ 81. Parnes told the CFO that “she did not trust [Gratz] or [Gratz’s] motives.” Id. Less than a week la ter, Parnes informed Gr atz that PMHC would be terminating her because Parnes felt that she and Gratz had “different visions for the future.” App. 1636 ¶ 85. During the meeting, Parnes and her lawyer offered Gratz $25,000 in severance and as ked her to sign a confidentia lity agreement, which would have required Gratz “to keep all information related to PMHC confid ential.” App. 1636- 1637 ¶ 86. Gratz refused to sign the agre ement “there and then,” as Parnes had requested, and she was fired. App. 1636-1637 ¶ 86. As the District Court recognized, these facts do not constitute witness tampering as contemplated under the federal witness ta mpering statute upon which Gratz relies. Section 1512 makes it a crime to (1) “know ingly use[] intimidation, threaten[], or corruptly persuade[] another person, or atte mpt[] to do so, or engage[] in misleading9 conduct toward another person, with intent to . . . influe nce, delay, or prevent the testimony of any person in an o fficial proceeding,” 18 U.S.C. § 1512(b)(1); (2) engage in such acts with the intent to “hinder, delay, or prevent the communication to a law enforcement officer or judge of the Unite d States of information relating to the commission or possible commission of a Federal offense,” § 1512(b)(3); (3) “corruptly . . . obstruct[], influence[], or impede [] any official proceeding, or attempt[] to do so,” § 1512(c)(2); (4) “intentionally ha rass[] another person and thereby hinder[], delay[], prevent[], or dissuade[] any person from . . . attending or testifyi ng in an official proceeding,” § 1512(d)(1); or (5) “report[] to a law enforcement offi cer or judge of the United States the commission or possibl e commission of a Federal offense,” § 1512(d)(2). We affirm the District Court’s holding th at Gratz lacks standing to bring a RICO claim arising out of witness tampering, but fo r some reasons that differ from the District Court. See Bradley v. W. Chester Univ., 8 80 F.3d 643, 650 (3d Ci r. 2018) (“[W]e may affirm [a grant of summary judgment] on any ground supported by the record.”). First, Gratz lacks standing to bring a claim arising out of violations of § 1512(b)(1), (c)(2), and (d)(1) be cause she offered insufficien t evidence to establish a nexus between her termination and an “official proceeding.” United States v. Tyler, 732 F.3d 241, 248 (3d Cir. 2013). To allege a violation of thes e provisions, Gratz needed to show that Defendants acted “in contemplation [o f a] particular official proceeding.” Id. (alteration in original) (citation omitted). The official proceeding “need not be pending or about to be instituted at the time of the offense,” § 1512(f)(1), but it must be10 “foreseeable” at the time that the defendant “engaged in th e proscribed conduct,” Tyler, 732 F.3d at 249 (quoting Unite d States v. Shavers, 693 F. 3d 363, 378 (3d Cir. 2012)). Gratz offered no evidence of a foreseeable o fficial proceeding. At the time of Gratz’s termination, there was no indication that PMHC or Defendants were even being investigated. Absent some indication that a charge was foreseeable, as opposed to speculative and conjectural, Gratz cannot esta blish a violation of § 1512(b)(1), (c)(2), or (d)(1). Second, Gratz failed to establish a viola tion of § 1512(b)(3) or (d)(2) because the termination did not constitute th e “intimidation, threaten[ing], or corrupt persua[sion]” of another person, that § 1512(b )(3) requires, and did not c onstitute “harass[ment],” as § 1512(d)(2) requires. “A threat is an expr ession of intention to do harm,” and “[t]o intimidate means to discourage so meone by threats or by a thre atening manner or to make someone fearful,” an element that requires th e Government to prove “that the defendant’s threatening words or conduct created a reasona ble likelihood that the person would be in fear of harm.” United States v. Johnson, 968 F.2d 208, 211 (2d Cir. 1992). Corrupt persuasion, furthermore, means “influencing [a nother person] to violate his legal duty.” United States v. Davis, 183 F.3d 231, 249 (3d Cir. 1999) (citation omitted), as amended, 197 F.3d 662 (3d Cir. 1999); see also id. at 250 (holding that the statute requires “more culpability” than simply “attempting to discourag e disclosure in order to hinder an investigation” (citation omitted)). Finally, the word “harass” in § 1512(d) carries its ordinary meaning, to “badger, disturb or pester.” United States v. Wilson, 796 F.2d 55, 58 (4th Cir. 1986) (citation omitted). Gratz’s te rmination involved a single11 meeting in which Parnes told Gratz she was be ing terminated. Even if Parnes fired Gratz because Parnes was concerned that her activit ies may be revealed, the termination here does not rise to the level of intimidation, a threat, corrupt persuasion, or harassment as contemplated under § 1512. 4 In fact, the termination simp ly restricted Gratz’s ability to gather the documents reflecting the alleged wrongdoing, but it did not silence her from reporting it nor did she provide evidence th at it intimidated her from doing so. Thus, Gratz did not suffer an injury as a result of a RICO predicate act.
III For all the foregoing reasons, we will affirm.

4 Gratz presents no evidence that the te rmination was intended to intimidate, threaten, corruptly persuade, or harass ot her employees at PMHC out of reporting Defendants’ conduct to the authorities. Moreover, even assuming Parnes’ offer of a severance payment as part of a confidentialit y agreement constituted an attempt to bribe Gratz to withhold information from the au thorities, the offer of the confidentiality agreement—as distinguished from the term ination—was not the proximate cause of Gratz’s loss of her job. Accordingly, Grat z lacks standing to bring a RICO claim arising out of the offer of the conf identiality agreement. We do not hold that a termination or a threatened termination can never constitute witness tampering as a matter of law, but ra ther hold that Gratz has failed to adduce evidence to support her cl aim in this case.