UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

JUAN A. VARGAS, Individually and on Behalf 

of All Others Similarly Situated, 

Plaintiff, 

v. 

CITRIX SYSTEMS, INC., ROBERT M. 

CALDERONI, NANCI E. CALDWELL, 

MURRAY J. DEMO, THOMAS E. HOGAN, 

MOIRA A. KILCOYNE, ROBERT E. 

KNOWLING, JR., PETER J. SACRIPANTI, 

and J. DONALD SHERMAN,

Defendants. 

Case No. 

COMPLAINT FOR VIOLATIONS 

OFSECTIONS 14(a) AND 20(a) OF 

THE SECURITIES EXCHANGE ACT 

OF 1934 

CLASS ACTION 

JURY TRIAL DEMANDED 

Plaintiff Juan A. Vargas (“Plaintiff”), by his undersigned attorneys, alleges as follows 

based (i) upon personal knowledge with respect to himself and his own acts, and (ii) upon 

information and belief as to all other matters based on the investigation conducted by his attorneys, 

which included, among other things, a review of relevant U.S. Securities and Exchange 

Commission (“SEC”) filings, and other publicly available information.1

NATURE OF THE ACTION 

1. Plaintiff brings this action on behalf of himself and other former shareholders of

Citrix Systems, Inc. (“Citrix” or the “Company”) against Citrix and the members of the Citrix’s 

board of directors (“Board”) for violations of Sections 14(a) and 20(a) of the Securities Exchange 

Act of 1934 (“Exchange Act”), 15 U.S.C. § 78n(a) and § 78t(a), and Securities and Exchange 

1 All emphasis in quoted language below is added unless otherwise noted. 

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Commission (“SEC”) Rule 14a-9 promulgated thereunder, 17 C.F.R. § 240.14a-9(a) (“Rule 14a9”). 

2. Plaintiff’s claims arise out of the Board’s deliberate use of false projections to

conceal the true value of Citrix from Citrix shareholders, and thereby secure the approval of such 

shareholders to sell Citrix to Vista Equity Partners (“Vista”) and Elliott Investment Management 

L.P. (“Elliott”) for the inadequate and unfair price of $104.00 per share in cash (“Merger

Consideration”), pursuant to a merger (“Merger”) under which Citrix became a wholly-owned 

subsidiary of TIBCO Software, Inc. (“TIBCO”), a portfolio company of Vista. 

3. Citrix sells digital workspace solutions designed to provide an organization’s

employees with unified, reliable and secure access to all of their work resources (applications, 

content, etc.) across all of the organization’s computing devices and locations. Originally, Citrix 

mostly (i) sold its workspace solutions to customers based on perpetual software licenses pursuant 

to which customers paid upfront for lifetime access and support based on a certain number of users, 

and (ii) installed its workspace solutions in data centers located on the premises of its customers. 

But as the software industry shifted from perpetual licenses to subscriptions (featuring an annual 

recurring cost), and from on-premise computing to cloud computing (pursuant to which software 

is delivered over the Internet by a third-party hosting company), Citrix sought to change its 

business model to deliver its workspace solution to customers via the cloud pursuant to Softwareas-a-Service (“SaaS”) licenses featuring annual recurring revenue (or “ARR”) (under which newly 

booked business is ratably recorded as revenue over a longer period of time). 

4. In January 2021, as part of its transition to a cloud-based business, Citrix agreed to

pay $2.25 billion in cash to Vista to acquire Wrike, Inc. (“Wrike”), a provider of cloud-based 

collaborative work management programs. According to the press release announcing the deal, 

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Wrike was expected to grow its SaaS ARR by 30 percent to between $180 million and $190 million 

in 2021. Citrix thus paid Vista approximately 12.1x expected 2021 SaaS ARR for Wrike. 

5. By early 2021, Citrix was experiencing accelerated momentum in transitioning its

customers to the cloud. On April 29, 2021, Citrix announced its Q1 2021 results. In a letter to 

shareholders (“Q1 2021 Letter”), then CEO David Henshall (“Henshall”) wrote that our first 

quarter results “reflect accelerated momentum in our cloud transition with more of our installed 

base moving to the cloud, driving an increased mix shift towards SaaS and acceleration of SaaS 

ARR.” Among other metrics, Henshall highlighted that “[i]nclusive of Wrike’s contribution, total 

SaaS ARR was $943 million, up 70% year-over-year.” 

6. On July 29, 2021, Citrix announced its Q2 2021 results. In a letter to shareholders

(“Q2 2021 Letter”), Henshall reported that, inclusive of Wrike, “SaaS ARR [was] more than $1B,

up 74% year-over-year.” Henshall further shared that as “we progress through this transition, we 

continue to believe that SaaS ARR is the best way to measure the progress we are making in 

transitioning our business to the cloud.” 

7. On September 9, 2021, as Citrix was experiencing dramatic growth in SaaS ARR,

Elliott submitted a written, non-binding indication of interest (“IOI”) proposing to acquire Citrix 

for $124.00 to $130.00 per share in cash. On October 6, 2021—in the midst of negotiations with 

Elliott and other potential bidders over the sale of Citrix—the Board abruptly replaced Henshall 

as CEO with Defendant Robert M. Calderoni (“Calderoni”) who had been serving as Chairman of 

the Board). As detailed below, Calderoni had long and deep ties to Elliott as a consultant to 

Elliott, and from his service at Citrix and other companies in which Elliott had invested. 

8. On October 18, 2021, Elliott submitted an updated non-binding IOI to acquire

Citrix for $125.00 per share in cash (“October 18 Proposal”). A few days later, on October 21, 

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2021, the Board formed a Transaction Committee to negotiate with Elliott, Vista and other 

prospective buyers, and advise the Board concerning any proposed transaction. A majority of the 

Transaction Committee members, however, had prior ties to Elliott or Vista. 

9. On November 4, 2021—while the Transaction Committee was meeting and

speaking with Elliott, Vista and other bidders—Citrix announced superior Q3 2021 results. In a 

letter to shareholders (“Q3 2021 Letter”), Calderoni wrote that “the third quarter was the fourth 

consecutive quarter of accelerating organic SaaS ARR growth – a clear sign that our SaaS 

offerings are resonating with customers.” Among other metrics, Calderoni reported that, inclusive 

of Wrike, “SaaS ARR [was] $1.1 billion, up 75% year-over-year.” Thus, after the first three 

quarters of 2021, Citrix had reported approximately $3 billion of SaaS ARR. 

10. Like Henshall, Calderoni opined that “Total ARR is the best metric to measure the

underlying health of our business,” and thus the Q3 2021 Letter made clear that Citrix was hitting 

on all cylinders with respect to its cloud transition. And despite some past execution challenges, 

Calderoni reassured investors that (i) “the revenue headwinds from declining perpetual licenses 

are now largely behind us;” (ii) “[o]ver time, as we emerge from our cloud transition, we would 

expect to see reported revenues grow more in line with Total ARR;” and (iii) 2021 would “be a 

trough in terms of both operating margin and cash flow.” Calderoni also explained that “[o]ur 

transition to a subscription model, and ultimately a cloud-delivered model, focuses on growing 

higher value recurring revenue streams that result in more of the business booked in the current 

period being recognized in future periods.” He also referenced a margin improvement plan for Q4. 

11. Equally noteworthy, in Q3 2021, Citrix reported $778 million in revenue, which

beat the guidance of $765 million to $775 million in GAAP revenue for Q3 2021 projected on July 

29, 2021 in the Q2 2021 Letter. Citrix then beat guidance again by an even wider margin with its 

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Q4 2021 results, reporting $851 million in GAAP revenue on January 31, 2022—the same day the 

Merger was announced—versus the $825 million to $835 million in GAAP revenue for Q4 2021 

projected on November 4, 2021 in the Q3 2021 Letter. 

12. On November 19, 2021, the Transaction Committee’s financial advisor, Qatalyst

Partner LP (“Qatalyst”), authorized Vista to work with Elliott on a joint bid. Thereafter, on 

December 5, 2021, Elliott and Vista submitted a new non-binding IOI of just $110.00 per share 

(“December 5 Proposal”)—12% lower than Elliott’s October 18 Proposal of $125.00 per share, 

despite the continued growth in SaaS ARR reported in Q3 2021. 

13. On January 15, 2022, after Calderoni shared preliminary results for Q4 2021

(which, as noted, beat guidance), the Transaction Committee responded to Elliott’s and Vista’s 

December 5 Proposal of $110.00 per share with a counterproposal of $120.00 per share. 

14. On January 18, 2022, Elliott and Vista responded that they would not go higher

than $110.00 per share. When the Transaction Committee then promptly proposed a $2.00 increase 

to $112.00 per share, Elliott and Vista mocked them by submitting a “best and final offer” of 

$103.51 per share on January 28, 2022—a further 6% drop from the December 5 Proposal. The 

Transaction Committee then essentially begged Elliott and Vista to come up $0.49—less than 1⁄2 a 

percent—to at least $104.00 per share. Elliott and Vista “generously” agreed, and on January 31, 

2022, Citrix announced its sale to Vista and Elliott for $104.00 per share in cash (amounting to 

approximately $13 billion based on approximately 125.9 million shares outstanding). According 

to the announcement, the total deal was valued at $16.5 billion, including the assumption of Citrix 

debt. 

15. To justify the inadequate and unfair price of $104.00 per share, the Transaction

Committee relied on false projections from Citrix management that deliberately disregarded the 

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accelerating growth in SaaS ARR and positive momentum in Citrix’s business model transition. 

These false projections, in turn, formed the basis for a false fairness opinion by Qatalyst concluding 

that a sale price of $104.00 per share was fair to Citrix shareholders (“Fairness Opinion”). 

16. Based on what it knew was a false Fairness Opinion, the Transaction Committee

recommended that the Board (i) declare that the Merger was “in the best interests of [Citrix] 

stockholders,” and (ii) recommend that Citrix shareholders approve the Merger. The full Board 

accepted the Transaction Committee’s recommendations and approved the Merger. 

17. On March 16, 2022, to solicit Citrix shareholders to vote in favor of the Merger,

the Board authorized the filing of a false and misleading definitive proxy on Schedule 14A 

(“Proxy”) with the SEC. The Proxy contained material misrepresentations and omissions, 

including without limitation, false projections and the false Fairness Opinion. These and other 

material misrepresentations and omissions rendered the Proxy false and misleading in violation of 

Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 thereunder. 

18. The false and misleading Proxy authorized by Defendants caused the

consummation of the Merger at an unfair price per share that did not adequately value Citrix, and 

thus caused economic harm to Citrix who were forced to sell their shares to Elliott and Citrix at an 

unfair and inadequate price. 

JURISDICTION AND VENUE 

19. This Court has subject matter jurisdiction over the claims asserted herein for

violations of Sections 14(a) and 20(a) of the Exchange Act pursuant to Section 27 of the Exchange 

Act, 15 U.S.C. § 78aa, and 28 U.S.C. § 1331 (federal question jurisdiction). 

20. This Court has personal jurisdiction over each of the Defendants because each

defendant has sufficient minimum contacts with the United States so as to make the exercise of 

jurisdiction by this Court permissible under traditional notions of fair play and substantial justice. 

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See Sec. & Exch. Comm'n v. MintBroker Int'l, Ltd., 2022 WL 4204383, at *2 (S.D. Fla. Jan. 12, 

2022) (for purposes of establishing personal jurisdiction under the Exchange Act, the applicable 

forum for minimum contacts purposes is the United States). 

21. Venue is proper under 28 U.S.C. § 1391(b)(3) because all of the Defendants are

subject to the Court’s personal jurisdiction in this District. Moreover, Citrix has a business office 

in this District at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309. 

PARTIES 

22. Plaintiff has been at all relevant times a continuous stockholder of Citrix common

stock. 

23. Defendant Citrix is a Delaware corporation with its principal executive offices

located at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309. 

24. Defendant Calderoni has served as Chairman of the Board of Citrix since July 2015,

and was appointed Interim President and CEO of Citrix on October 6, 2021, during the early stages 

of negotiations with Elliott and other potential bidders to acquire Citrix. 

25. Defendant Nanci E. Caldwell (“Caldwell”) has served as a director of Citrix since

July 2008. Defendant Caldwell served on the Transaction Committee formed on October 21, 2021, 

to advise the Board concerning any proposed transactions. 

26. Defendant Murray J. Demo (“Demo”) has served as a director of Citrix since

February 2005. Defendant Demo served on the Transaction Committee formed on October 21, 

2021, to advise the Board concerning any proposed transactions. 

27. Defendant Thomas E. Hogan (“Hogan”) has served as a director of Citrix since

December 2018. 

28. Defendant Moira A. Kilcoyne (“Kilcoyne”) has served as a director of Citrix since

June 2018. 

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29. Defendant Robert E. Knowling, Jr. has served as a director of Citrix since October 

2020. Defendant Knowling served on the Transaction Committee formed on October 21, 2021, to 

advise the Board concerning any proposed transactions. 

30. Defendant Peter J. Sacripanti has served as a director of Citrix since December 

2015. Defendant Sacripanti served on the Transaction Committee formed on October 21, 2021, to 

advise the Board concerning any proposed transactions. 

31. Defendant J. Donald Sherman has served as a director of Citrix since March 2020. 

Defendant Sherman served on the Transaction Committee formed on October 21, 2021, to advise 

the Board concerning any proposed transactions. 

32. Defendants identified in paragraphs 24 to 31 are collectively referred to herein as 

the “Individual Defendants,” and together with Citrix, collectively, the “Defendants.” 

SUBSTANTIVE ALLEGATIONS 

Cloud-Based Computing 

33. Cloud-based computing solutions—also known “software as a service,” “SaaS,” or 

“subscription software”—refers to software applications, storage, and other computing resources 

that users access on their desktop from remote computers via an Internet connection. The model 

is analogous to homes and businesses accessing electricity on their premises supplied by remote 

power plants. 

Citrix’s Transition to Cloud-Based Solutions 

34. Citrix sells digital workspace solutions designed to provide an organization's 

employees with unified, reliable and secure access to all of their work resources (applications, 

content, etc.) across all of the organization's computing devices and locations. Originally, Citrix 

generally (i) sold its workspace solutions to customers based on perpetual software licenses 

pursuant to which customers paid upfront for lifetime access and support based on a certain number 

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of users, and (ii) installed its workspace solutions in data centers located on the premises of its 

customers. But as the software industry shifted from perpetual licenses to subscriptions (featuring 

an annual recurring cost), and from on-premise computing to cloud computing (pursuant to which 

software is delivered over the Internet by a third-party hosting company), Citrix sought to change 

its business model to deliver its workspace solution to customers via the cloud pursuant to SaaS 

subscriptions featuring ARR. 

35. Citrix has explained in its SEC filings that “ARR” is “an operating metric that 

represents the contracted recurring value of all termed subscriptions normalized to a one-year 

period. It is calculated at the end of a reporting period by taking each contract’s recurring total 

contract value and dividing by the length of the contract. ARR includes only active contractually 

committed, fixed subscription fees.” In turn, “SaaS ARR represents the contracted recurring value 

of all cloud subscriptions normalized to a one-year period.” 

Elliott’s Prior Relationship With Defendants 

36. On June 11, 2015, Elliott wrote a letter to the then Citrix CEO and Board advocating 

for broad operational improvements at the Company, and disclosing that Elliott had acquired Citrix 

common stock and derivatives providing Elliott with aggregate economic exposure comparable to 

an interest in approximately 7.1% of Citrix common stock (later rising to 7.5%). 

37. On July 28, 2015, Citrix announced that it had entered into a cooperation agreement 

with Elliott pursuant to which it, inter alia, agreed to appoint Mr. Jesse Cohn (“Cohn”), a senior 

Elliott portfolio manager, to the Board, and commence a search for an additional independent 

Board member mutually agreeable to Citrix and Elliott. 

38. The same day, Citrix also announced that (i) Defendant Calderoni would assume 

the role of Chairman of the Board, and (ii) the Board had formed an operations committee 

(“Operations Committee”) to work closely with Company management on a comprehensive 

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operational review focused on improving Citrix’s margins, profitability and capital structure. 

Citrix advised that the Operations Committee would be led by Defendant Calderoni and be 

comprised of four directors, including Defendant Calderoni, Cohn, and the new independent 

director to be mutually agreed upon by Citrix and Elliott. 

39. Qatalyst served as a financial advisor to Citrix in connection with the foregoing 

developments. Notably, Qatalyst appears to regularly advise targets pursued by Elliott or Vista in 

their activist campaigns, raising serious questions about the independence of Qatalyst as an advisor 

to target boards such as the Citrix Board when negotiating with Elliott and/or Vista.2

40. On October 21, 2015, Citrix named Defendant Calderoni interim President and 

CEO of Citrix. Defendant Calderoni previously served as a director of Juniper Networks, Inc. 

(“Juniper”) where he worked with Elliott after Elliott reached an agreement with Juniper in 

February 2014 to obtain two seats on Juniper’s board of directors and implement a plan to improve 

operations. Defendant Calderoni also served as a senior advisor to Silver Lake Partners, a private 

equity firm that announced in October 2015 it would participate in the $67 billion purchase by 

Dell Computers of EMC Corp., in which Elliott held a 2.2% stake and which Elliott had been 

pressuring since October 2014 to spin off assets. 

2 See, e.g., Informatica to Go Private in $5.3 Billion Leveraged Buyout, April 8, 2015, at: 

https://www.vox.com/2015/4/8/11561226/informatica-to-go-private-in-5-3-billion-leveragedbuyout (noting that “[a]ctivist hedge fund Elliott Management disclosed an 8 percent stake in 

Informatica in January” and that Informatica thereafter engaged Qatalyst as financial advisor); 

Imperva Said to Be Working With Qatalyst to Explore a Sale, Jul. 11, 2016, at: 

https://www.bloombergquint.com/business/imperva-said-to-be-working-with-qatalyst-toexplore-a-sale (noting that Elliott “targeted” the company, amassed a 10.9% stake, had started a 

dialogue with the company’s board about strategic opportunities, and that the company had hired 

Qatalyst to explore a sale); MINDBODY Enters into Definitive Agreement to be Acquired by 

Vista Equity Partners for $1.9 Billion, December 24, 2018 at: 

https://www.globenewswire.com/news-release/2018/12/24/1678109/0/en/MINDBODY-Entersinto-Definitive-Agreement-to-be-Acquired-by-Vista-Equity-Partners-for-1-9-Billion.html 

(noting that Qatalyst advised MindBody in acquisition by Vista). 

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41. In November 2015, Citrix announced plans to spin off its GoTo family of products 

into a separate, publicly traded company, and, in July 2016, Citrix announced that it had entered 

into an agreement with LogMeIn, Inc. (“LogMeIn”) for LogMeIn to combine with Citrix’s GoTo 

business. Notably, in connection with that transaction, Cohn, Henshall, and Defendants Calderoni 

and Sacripanti, were appointed to the LogMeIn board of directors, and served together until 

LogMeIn was acquired in early 2020 by Elliott and another private equity firm, Francisco Partners, 

for $86.05 in cash per share. 

42. It appears that, as early as 2017, and then again in April 2019, Elliott attempted to 

push Citrix into a whole Company sale, and it was reported that in April 2019 Citrix had engaged 

Goldman Sachs to explore a possible sale and had reached out to Vista to gauge its interest.3

 Elliott 

was ultimately unsuccessful, however, and in Q1 2020, exited its position in Citrix. Thereafter, on 

April 16, 2020, Citrix announced that Cohn would be leaving the Board. The press release 

announcing Cohn’s departure, quoted Defendant Calderoni in his capacity as Chairman of the 

Board: 

We want to thank Jesse for his dedicated service to the board. His candor, insights 

and partnership have been valuable and appreciated as the company was executing 

a significant shift in our strategy, operations and business model. Today, with 

leadership from the board and executive team, and execution by our 8,500 plus 

employees, Citrix is stronger and more valuable than ever, and I want to thank Jesse 

for his many contributions to our success over the past five years. 

 

3

 Josh Kosman, Software giant Citrix hires Goldman to explore sale after Singer push, New 

York Post (April 3, 2019), available at: 

https://nypost.com/2019/04/03/software-giant-citrix-hires-goldman-to-explore-sale-after-singerpush/. 

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Citrix Acquires Wrike from Vista for 12.1x Expected SaaS ARR for 2021 

43. On January 16, 2021, consistent with its new focus on cloud-based solutions, Citrix 

announced it had agreed to pay $2.25 billion in cash to Vista to acquire Wrike, Inc. (“Wrike”), a 

provider of cloud-based collaborative work management programs. 

44. According to the press release announcing the acquisition, Wrike was expected to 

grow its SaaS ARR by 30 percent to between $180 million and $190 million in 2021. Citrix thus 

paid Vista approximately 12.1x expected 2021 SaaS ARR (i.e., $2.25 billion/$185 million = 12.1) 

for a company growing SaaS ARR at just 30% per year. 

Citrix Links Performance-Based Equity Awards to ARR Growth 

45. On April 16, 2021, Citrix filed its 2021 Meeting Notice. The 2021 Meeting Notice 

contained a letter from Defendant Calderoni, as Chairman of the Board, stating that the Board was 

linking future performance-based equity awards (“PRSUs”) to ARR growth: 

During the second quarter of 2019 . . . Citrix gained significant momentum in its 

business transition to a subscription-based business. Given this increased 

momentum, the Compensation Committee determined that the company had a 

unique opportunity to increase the acceleration of its transition, which, if 

successful, would advance long-term value creation for shareholders. Accordingly, 

beginning in 2020, the Compensation Committee moved away from subscription 

bookings as a percentage of total subscription and product bookings and decided 

to link performance-based equity awards with annualized recurring revenue, or 

ARR, growth, which, as we have discussed on our earnings calls, is the metric that 

we believe is best aligned with the company’s business transition and strategy. In 

our view, ARR, in short, is the best indicator of the overall health and trajectory 

of the business because it captures the pace of Citrix’s transition and is a forwardlooking indicator of top line trends. 

Citrix’s Q1 2021 Results 

46. On April 29, 2021, Citrix announced its Q1 2021 results. In a letter to shareholders 

(“Q1 2021 Letter”), then CEO David Henshall (“Henshall”) wrote concerning Citrix’s transition 

of customers to cloud-based solutions that “[o]ur first quarter results reflect accelerated 

momentum in our cloud transition with more of our installed base moving to the cloud, driving 

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an increased mix shift towards SaaS and acceleration of SaaS ARR.” He then highlighted the 

following successes: 

 Excluding the impact of Wrike, first quarter SaaS ARR accelerated sequentially to $793 

million, representing 43% year-over-year growth. Inclusive of Wrike’s contribution, total 

SaaS ARR was $943 million, up 70% year-over-year, and total Subscription ARR was 

$1.51 billion, up 81% year-over-year. 

 The number of Citrix Cloud Paid Subscribers increased 34% year-of-year, to over 10.3 

million. 

47. Henshall also explained that “[o]ur transition to a subscription model, and 

ultimately a cloud-delivered model, focuses on growing higher value recurring revenue streams 

that result in more of the business booked in the current period being recognized in future periods.” 

Citrix’s Q2 2021 Results 

48. On July 29, 2021, Citrix announced its Q2 2021 results. In a letter to shareholders 

(“Q2 2021 Letter”), Henshall wrote that Citrix’s transition of customers to cloud-based solutions 

was progressing strongly. Key takeaways regarding the SaaS business included: 

 SaaS ARR of more than $1B, up 74% year-over-year. Excluding Wrike, 

second quarter SaaS ARR accelerated for the third consecutive quarter to 

$868 million, up 47% year-over-year. 

 The number of Citrix Cloud Paid Subscribers increased 52% year-overyear, to 11.4 million with growth accelerating from 34% year-over-year in 

Q1 2021. 

 SaaS mix of subscription bookings was 63%, compared to guidance of 50-

55% 

49. Total reported revenue of $812 million, however, fell short of the guidance of $840-

850 million in the Q1 2021 Letter. Henshall elaborated that “[a]fter a slower-than-expected pace 

of transitioning our installed base to the cloud during the onset of the pandemic, the transition has 

since gained momentum and is now progressing well. A faster pace of moving to the cloud is a 

net positive for the long-term success of Citrix; however, we have not delivered on our overall 

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expected recognized revenue this year. I want to explain the challenges we identified in reviewing 

the quarter and how we are responding.” 

50. Henshall itemized “several significant and immediate actions” to address the 

various challenges impacting the cloud transition, which included “embracing [a] faster pace of 

cloud adoption and sales strategies to support this move.” As a result of these actions, Henshall 

explained that SaaS as a percentage of subscription bookings would increase to 60-70%, “further 

impacting revenue as more is recognized ratably vs. up-front.” In other words, prioritizing growth 

in ARR under more lucrative subscription-based licenses adversely impacts recognized revenue in 

the short-term because a greater percentage of new business is being recognized over time. 

51. Henshall concluded: 

As we progress through this transition, we continue to believe that SaaS ARR is 

the best way to measure the progress we are making in transitioning our business 

to the cloud. With year-over-year growth accelerating for the third consecutive 

quarter, both inclusive and exclusive of Wrike since the close of the acquisition, 

strong SaaS ARR growth demonstrates our focus on transitioning our installed 

base.” 

Elliott Initiates Negotiations to Acquire Citrix 

52. On August 25, 2021, Elliott sent a letter to the Board recommending that Citrix 

engage with Elliott and other potentially interested parties regarding a “take-private” transaction 

(“August 25 Elliott Letter”). The August 25 Elliott Letter advised that Elliott had made an 

investment of approximately $1.3 billion in Citrix in the form of common stock and derivatives, 

which provided Elliott with aggregate economic exposure comparable to an interest in 

approximately 10% of the Company’s common stock. The August 25 Elliott Letter criticized, 

among other things, “a cloud transition that had missed expectations.” That criticism, however, 

was misplaced because it ignored the enormous growth in SaaS ARR to date in 2021, as per the 

Q1 2021 and Q2 2021 Letters. 

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53. On September 2, 2021, after receiving the August 25 Elliott Letter, the Board met 

and retained Qatalyst to contact other potential buyers consisting of three strategic buyers and nine 

financial sponsors, including Vista. The Board also discussed the possibility of negotiating a “go 

shop” provision (i.e., the right to actively solicit alternative acquisition proposals for a specified 

period following execution of a definitive agreement in connection with any agreement to sell the 

Company). 

54. At the meeting, the Board also discussed past and current business relationships 

that certain directors had with Elliott, Vista and other potential participants in a strategic process, 

and reached certain conclusions, which the Proxy described as follows (including material added 

via supplemental disclosures): 

Moira J. Kilcoyne was currently a director of Elliott Opportunity II Corp., a 

special purpose acquisition company sponsored by an affiliate of Elliott, and 

Thomas E. Hogan was currently a Managing Director of Vista, which was among 

the financial sponsors that the Citrix Board determined to potentially contact in 

connection with the strategic process given Vista’s investment focus in enterprise 

software, data and technology enabled organizations and in light of Vista’s prior 

ownership of Wrike. It was determined that, given Ms. Kilcoyne’s current 

relationship with an Elliott affiliate and Mr. Hogan’s current relationship with 

Vista and the potential conflicts or the appearance of potential conflicts that 

could arise as a result of these relationships, Ms. Kilcoyne and Mr. Hogan would 

recuse themselves from further Board meetings or deliberations regarding a 

potential transaction with Elliott or Strategic Buyer A or alternatives thereto. As 

a result, Ms. Kilcoyne and Mr. Hogan (who were not in attendance for any portion 

of this meeting related to the strategic process) did not participate in further Board 

or committee meetings or deliberations regarding a potential transaction with Elliott 

or Strategic Buyer A or any alternatives thereto. 

In addition, the Citrix Board discussed certain past relationships identified by the 

directors, including the past service of Mr. Cohn on the Citrix Board including 

service on the operations committee and nominating and corporate governance 

committee, and on a CEO search committee (disbanded in January 2016), which 

overlapped with certain of Citrix’s current directors, the past service of Mr. Cohn 

on the Board of Directors of LogMeIn, Inc. (the company that acquired Citrix’s 

GoTo family of service offerings) which overlapped with certain of Citrix’s current 

directors, and a prior 18-month consulting relationship between Mr. Calderoni 

and Elliott that occurred during 2018 and 2019. It also was noted that a family 

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member of Mr. Calderoni works for Elliott in a non-investment, administrative 

role. The Citrix Board determined that these relationships did not present a conflict 

with respect to the consideration of a potential strategic transaction with Elliott or 

any alternatives thereto. 

55. The above description of the Board’s deliberations concerning conflicts failed to 

fully disclose Defendant Calderoni’s more extensive past working relationship with Elliott after 

Elliott acquired substantial stakes in Juniper (where Defendant Calderoni was a board member) 

and EMC (where Defendant Calderoni advised the private equity firm that ultimately acquired 

EMC with Dell). Despite these additional past ties to Elliott (which the Board ignored), Defendant 

Calderoni did not recuse himself from further Board meetings or deliberations regarding a potential 

transaction with Elliott, and the Board did not subject Defendant Calderoni to the same restrictions 

as Defendants Kilcoyne and Hogan. To the contrary, aside from Defendant Calderoni remaining 

Chairman of the Board, the Board announced on October 6, 2021, that it had appointed Defendant 

Calderoni to the positions of Interim CEO and President of Citrix. Thereafter, “[t]hroughout 

Citrix’s evaluation of potential strategic alternatives,” Defendant Calderoni concededly “had 

conversations with representatives of the various potential acquirers and financial sponsors, 

including Elliott and Vista.” 

Elliott’s Initial Indication of Interest of $124.00-$130.00 Per Share in Cash 

56. On September 9, 2021, Elliott submitted a written, non-binding indication of 

interest proposing to acquire all of the outstanding shares of Citrix for $124.00 to $130.00 per 

share in cash. 

57. The Board met same day. At the meeting, the Board authorized Qatalyst to begin 

contacting the 12 parties previously identified by the Board that might be interested in a transaction 

with Citrix. As a result of that outreach, Vista and five other financial sponsors indicated that they 

would like to enter into a confidentiality agreement with Citrix to facilitate discussions regarding 

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a potential transaction. Additionally, discussions were held and due diligence was shared with 

Strategic Buyer A, a company that had previously held discussions with Citrix in 2019 concerning 

a possible transaction. Subsequently, other strategic buyers and financial sponsors reached out to 

discuss potential transactions. None of these other potential buyers, however, ever subsequently 

submitted indications of interest to acquire Citrix. Thus, the only bids ever received were those 

submitted by Elliott and Vista. 

The September 2021 Projections 

58. On September 23, 2021, the Board reviewed preliminary financial projections 

(“September 2021 Projections”) for the remainder of fiscal year 2021 and fiscal years 2022 through 

2026 prepared by senior management. Ignoring the accelerating growth in SaaS ARR in 2021, 

members of senior management reviewed with the Citrix Board “the related methodology, 

underlying assumptions (including the launch of a strategic cost improvement/restructuring 

program), and potential risks in achieving the projections, including the execution challenges that 

Citrix is facing, the risks associated with Citrix’s business model transition, and market dynamics.” 

Following discussion of these matters, the Citrix Board authorized use of the September 2021 

Projections in discussions with participants in the strategic process. 

59. The Proxy shared the September 2021 Projections in the following table: 

60. On September 28, 2021, Vista advised Qatalyst that it was not interested in further 

discussions with Citrix concerning a transaction. As discussed below, however, Vista later joined 

Elliott’s bid. 

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61. On October 6, 2021, Citrix abruptly announced that Defendant Calderoni was 

replacing Henshall and had been appointed Interim Chief Executive Officer and President. In 

addition, Citrix announced that the Company expected to report revenue at the midpoint to the 

high end of its previously announced guidance range of $765 million to $775 million for the third 

quarter of fiscal year 2021. As noted below, the Company subsequently beat its revenue guidance 

for Q3 2021. 

Elliott’s Revised Indication of Interest of $125.00 Per Share in Cash 

62. On October 18, 2021, Elliott submitted a revised written, non-binding indication of 

interest with respect to acquiring all of the outstanding shares of Citrix for $125.00 per share in 

cash (“October 18 Proposal”). 

The Board Forms a Conflicted Transaction Committee 

63. On October 21, 2021, the Board formed a Transaction Committee of purportedly 

independent and disinterested directors to (i) monitor and direct the process and procedures related 

to the review and evaluation of the October 18 Proposal and any other proposals that the Company 

might receive with respect to a strategic transaction, as well as other potential strategic alternatives 

that may be available to enhance shareholder value (including continuing to operate as an 

independent company), and (ii) make a recommendation to the Board regarding the advisability of 

any such transaction or other alternatives. Following its formation, the Transaction Committee was 

actively involved in negotiating the Merger with Elliott and Vista, including directing price 

negotiations. The Transaction Committee consisted of Defendants Caldwell, Demo, Knowling, 

Sacripanti and Sherman. 

64. The Proxy failed to disclose, however, that Defendant Knowling served as a 

director of Convergys Corporation from late 2017 until late 2018 when Convergys Corporation 

was sold to SYNNEX Corporation for $2.43 billion in cash and stock shortly after Elliott acquired 

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a 4.9% ownership stake in Convergys. Further, the Proxy failed to disclose that Defendant 

Caldwell previously served as a director of TIBCO, one of Vista’s portfolio companies since 2014. 

Finally, as noted, Defendant Sacripanti had served alongside Cohn on the LogMeIn board. Thus, 

a majority of the members of the Transaction Committee had past ties to either Elliott or Vista. 

Citrix’s Q3 2021 Results 

65. On November 3, 2021, the Board held a meeting at which senior management 

reviewed the Company’s results of operations for the third quarter of 2021 and proposed earnings 

guidance for the fourth quarter of the year. 

66. On November 4, 2021, Citrix announced its Q3 2021 results. In a letter to 

shareholders (“Q3 2021 Letter”), Defendant Calderoni, wrote concerning Citrix’s transition of 

customers to cloud-based solutions: 

In the third quarter of 2021, Citrix made significant progress on its transition to 

the cloud. This quarter, Total ARR grew organically 13% year-over-year, 

excluding Wrike, despite tough comparisons due to strong demand tailwinds from 

COVID-related purchases in the prior year. Total ARR also grew faster year-overyear than the prior quarter, demonstrating a continued acceleration of our 

subscription transition. SaaS ARR is now greater than $1 billion. Organic SaaS 

ARR grew 48% year-over-year, and the third quarter was the fourth consecutive 

quarter of accelerating organic SaaS ARR growth – a clear sign that our SaaS 

offerings are resonating with customers. 

Key takeaways include: 

 SaaS ARR of $1.1 billion, up 75% year-over-year. Excluding Wrike, third 

quarter SaaS ARR accelerated to $934 million, up 48% year-over-year. 

 The number of Citrix Cloud Paid Subscribers increased 47% year-overyear, to 12.2 million. 

 SaaS mix of subscription bookings was 64%, towards the high-end of our 

guidance range of 60-65% and up from 48% at the beginning of the year. 

67. Defendant Calderoni added: 

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Despite achieving more than $1 billion in SaaS ARR in the third quarter of 2021, 

we are still in the early innings of our cloud transition with less than 15% of our 

current installed base having transitioned to cloud products. This continues to 

represent an enormous opportunity and provides a strong tailwind to support our 

SaaS ARR growth for years. Customers making the transition are realizing greater 

value as they shift to our cloud solutions, and we consistently see an uplift in price 

that exceeds our target 33% premium as customers derive added value, greater 

agility, and reduced total cost of ownership (TCO) as they migrate to SaaS from 

our on-premise perpetual Workspace offerings. Finally, the revenue headwinds 

from declining perpetual licenses are now largely behind us in our Workspace 

business as we reach the anniversary of the end of broad availability of perpetual 

Citrix Workspace licenses. We believe Total ARR is the best metric to measure 

the underlying health of our business. Over time, as we emerge from our cloud 

transition, we would expect to see reported revenues grow more in line with Total 

ARR. 

68. Concerning past execution challenges, Calderoni reassured investors that (i) “the 

revenue headwinds from declining perpetual licenses are now largely behind us;” (ii) “[o]ver time, 

as we emerge from our cloud transition, we would expect to see reported revenues grow more in 

line with Total ARR;” and (iii) 2021 would “be a trough in terms of both operating margin and 

cash flow.” In particular, Calderoni explained that “[o]ur transition to a subscription model, and 

ultimately a cloud-delivered model, focuses on growing higher value recurring revenue streams

that result in more of the business booked in the current period being recognized in future periods.” 

He also referenced a margin improvement plan for Q4. 

69. Equally noteworthy, in Q3 2021, Citrix reported $778 million in revenue, which 

beat the guidance of $765 million to $775 million in GAAP revenue for Q3 2021 projected on July 

29, 2021 in the Q2 2021 Letter. 

70. Finally, the Q3 2021 Letter forecast for full year 2021 (i) GAAP Operating Margin 

of approximately 10%, (ii) Non-GAAP Operating Margin of approximately 25%, (iii) GAAP 

Diluted EPS of $1.81 to $1.87 per share, and (iv) Non-GAAP Diluted EPS of $4.90 to $4.95 per 

share. All of these metrics showed improvement over the forecasts in the Q2 2021 Letter for full 

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year 2021 of (i) GAAP Operating Margin of approximately 8-9%, (ii) Non-GAAP Operating 

Margin of approximately 24-25%, (iii) GAAP Diluted EPS of $1.45 to $1.66 per share, and (iv) 

Non-GAAP Diluted EPS of $4.75 to $4.95 per share. Only projected full year 2021 revenue of 

$3.19 billion to $3.20 billion in the Q3 2021 Letter remained below the projected full 2021 revenue 

of $3.22 billion to $3.25 billion in the Q2 2021 Letter. But as discussed, the actual full year revenue 

for 2021 hit $3.22 billion, and thus beat the guidance shared as part of the Q3 2021 results. 

71. Notwithstanding the superior and improving results in Q3 2021, the Proxy 

misrepresented those results by excluding any mention of the rapid growth in SaaS ARR and 

focusing exclusively on negative items: “On November 4, 2021, Citrix reported its results of 

operations for the third quarter of 2021 and moderated its fourth quarter revenue expectations, 

noting that the Company had underperformed its expectations during the year as it continued 

to face execution challenges.” In particular, the statement that “the Company had underperformed 

its expectations,” was misleading to the extent that Citrix had beat prior revenue guidance. 

Elliott’s and Vista’s Revised Indication of Interest of $110.00 Per Share in Cash 

72. On November 19, 2021, Qatalyst authorized Elliott to work with Vista, and on 

December 5, 2021, Vista and Elliott submitted a written, non-binding indication of interest 

proposing to acquire all of the outstanding shares of Citrix for $110.00 per share in cash 

(“December 5 Proposal”)—12% lower than Elliott’s October 18 Proposal of $125.00 per share. 

The December 2021 Projections 

73. On December 7, 2021, the Transaction Committee met with senior management 

and its financial and legal advisors to review the updated projections (“December 2021 

Projections”) prepared by senior management for use in the strategic process for the remainder of 

fiscal year 2021 and fiscal years 2022 through 2026. The December 2021 Projections purportedly 

rolled forward the September 2021 Projections to reflect Citrix’s actual results for Q3 2021, an 

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updated forecast for the Q4 2021, and implementation of a strategic cost 

improvement/restructuring program. 

74. During the meeting, senior management reviewed with the Transaction Committee 

the related methodology, underlying assumptions, and potential opportunities and risks in 

achieving the December 2021 Projections, and the Transaction Committee purported to consider 

the execution challenges that Citrix is facing, the risks associated with Citrix’s business model 

transition, and market dynamics. The Transaction Committee, however, did not discuss the rapid 

growth in SaaS ARR reflected in the Q3 20221 results. 

75. Following these discussions, the Transaction Committee approved the December 

2021 Projections for use by Qatalyst in preparing its fairness opinion (“Fairness Opinion”). Unlike 

the September 2021 Projections, it appears from the Proxy that the December 2021 Projections 

were not shared with any participants in the strategic process other than Elliott and Vista at a 

presentation and dinner on December 15, 2021, as discussed further below. 

76. The Proxy shared the December 2021 Projections in the following table: 

77. Citrix management then used the December 2021 Projections to calculate unlevered 

free cash flows (“December 2021 Cash Flows”), and directed Qatalyst to use the December 2021 

Cash Flows to prepare an Illustrative Discounted Cash Flow Analysis (“DCF Analysis”) as part of 

its Fairness Opinion. The December 2021 Cash Flows were disclosed in the following table: 

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78. Based on the December 2021 Cash Flows, and using a discount rate range of 8.0% 

to 9.5%, Qatalyst’s DCF Analysis calculated a range of per share values for Citrix common stock 

of approximately $96.08 to $141.80. The Merger Consideration of $104.00 in cash per share fell 

at the bottom of that range. 

79. Given that revenue in Q3 2021 beat guidance, and that the Q3 2021 Letter projected 

higher margins and earnings per share for full year 2021 than the Q2 2021 Letter had projected, 

there was no reason to further depress the December 2021 Projections. Yet, Qatalyst nevertheless 

took the already depressed December 2021 Projections and created sensitivity cases (“December 

2021 Sensitivity Cases”), which purported to reflect “lower revenue growth rates and operating 

margin assumptions approved by senior management of the Company,” and were designed to 

“allow the Transaction Committee to consider the December 2021 Projections in light of the 

execution challenges facing the Company.” In plain English, Qatalyst devised even more 

pessimistic analyses—completely contradicted by the Q3 2021 results (which reported rising 

revenue that beat guidance and projected improving margins and earnings per share)—to help the 

Transaction Committee justify what it knew it would ultimately agree upon—a sale of Citrix to 

Elliott and Vista at an inadequate and unfair price. 

80. The December 2021 Sensitivity Cases were used to calculate even more depressed 

unlevered free cash flows (“December 2021 Sensitivity Cash Flows”), as per the following table: 

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81. Based on the December 2021 Sensitivity Cash Flows, and using a discount rate 

range of 8.0% to 9.5%, Qatalyst performed a second DCF Analysis that calculated a range of per 

share values for Citrix common stock of approximately $80.04 to $118.94. 

82. The Proxy does not indicate that the December 2021 Sensitivity Cases were shared 

with any outside third parties. 

The Transaction Committee Capitulates to Elliott and Vista on Price 

83. On December 15, 2021, at a dinner attended by members of Citrix senior 

management and representatives of Elliott and Vista, Citrix’s senior management presented the 

December 2021 Projections to Elliott and Vista. 

84. On December 28, 2021, the Transaction Committee held a meeting at which senior 

management provided an updated forecast regarding the financial results for the fourth quarter of 

2021. As discussed below, the Q4 2021 results beat GAAP revenue guidance by a significantly 

wider margin than the Q3 2021 results had beat guidance. Thus, as of December 28, 2021, the 

Transaction Committee knew that, aside from the rapid growth in SaaS ARR, even GAAP revenue 

was improving, and given that knowledge, should have advised Qatalyst that the December 2021 

Projections were outdated and needed to be updated. Instead, the Transaction Committee allowed 

Qatalyst to continue preparing its Fairness Opinion using the outdated and depressed December 

2021 Projections and December 2021 Sensitivity Case. 

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85. At the December 28 meeting participants also discussed a counter to the December 

5 Proposal of Elliott and Vista, and adopting a defeatist attitude, concluded that Elliott and Vista 

were unlikely to go higher than $110.00 per share. Nevertheless, as a so-called “tactical negotiation 

matter,” the Transaction Committee authorized Qatalyst to make a counterproposal of $120.00 per 

share in cash. 

86. On January 7, 2022, Calderoni shared preliminary results for Q4 2021 with the 

Transaction Committee. As discussed below, the Q4 2021 results beat GAAP revenue guidance 

by a significantly wider margin than the Q3 2021 results had beat guidance. Thus, if not earlier, 

then no later than January 7, 2022, the Transaction Committee knew that, aside from the rapid 

growth in SaaS ARR, even GAAP revenue was improving, and given that knowledge, should have 

advised Qatalyst that the December 2021 Projections were outdated and needed to be updated. 

Instead, the Transaction Committee allowed Qatalyst to continue preparing its Fairness Opinion 

using the outdated and depressed December 2021 Projections. 

87. On January 15, 2022, Qatalyst presented Elliott and Vista with the Transaction 

Committee’s counterproposal of $120.00 per share in cash. 

88. On January 18, 2022, Elliott and Vista responded that they would not go higher 

than $110.00 per share. They also advised they were unwilling to agree to a “go shop” period 

(which as noted above, is a term that the Board had originally wanted). During subsequent calls, 

Qatalyst asked Eliott and Vista to raise their bid by $2.00 per share in cash. 

89. On January 28, 2022, Elliott and Vista not only rejected the Transaction 

Committee’s requested increase, but mocked the Transaction Committee by reducing their bid 

further to $103.51 per share in cash, and indicated this was their “best and final offer” (as Cohn 

later confirmed for Calderoni in a call). 

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90. Later that day, the Transaction Committee essentially begged Elliott and Vista to 

increase their bid to $104.00 per share in cash, a miniscule increase of $0.49—less than 1⁄2 percent. 

Elliott and Vista “generously” agreed. 

91. The $104.00 per share in cash at which the Board agreed to sell Citrix to Elliott and 

Vista represented only 4.1x of Citrix’s trailing 2021 SaaS ARR (i.e., $16.5 billion/$4 billion in 

SaaS ARR for all of 2021, conservatively estimated based on the results in the first three quarters 

in 2021) as compared to the 12.1x in expected 2021 SaaS ARR at which Citrix agreed to buy Wrike 

from Vista when Wrike was growing SaaS ARR at an annual rate of only 30%. Since Citrix had 

been growing SaaS ARR at annual rate of 75% (as per the Q3 2021 Letter), $104.00 per share as 

a multiple of Citrix’s expected SaaS ARR would have been considerably lower than 4.1x, thus 

making the price at which the Board agreed to sell to Elliott and Vista even more egregious when 

compared to the price paid to Vista for Wrike. 

92. On January 30, 2022, Qatalyst reviewed its various analyses of the Merger 

Consideration with the Transaction Committee and other members of the Board, including 

Qatalyst’s DCF analyses based on the December 2021 Projections and one of the December 2021 

Sensitivity Cases, purportedly based on the execution challenges facing Citrix (again ignoring the 

dramatic growth in SaaS ARR in 2021). 

93. Qatalyst thereafter presented its Fairness Opinion concluding that Merger 

Consideration was fair to Citrix Shareholders from a financial point of view. But based as it was 

on the false December 2021 Projections and false December 2021 Sensitivity Cases, Qatalyst’s 

Fairness Opinion was also false. Nevertheless, concededly based in part on what it knew was a 

false Fairness Opinion, the Transaction Committee recommended that the Board (i) declare that 

the Merger was “in the best interests of [Citrix] stockholders,” and (ii) recommend that Citrix 

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shareholders approve the Merger. With Defendants Kilcoyne and Hogan (but not Defendant 

Calderoni) recusing themselves, the full Board accepted the Transaction Committee’s 

recommendations. 

94. On January 31, 2022, Citrix, Elliott and Vista executed the Merger Agreement, and 

issued a joint press release announcing the Merger. 

Citrix’s Q4 2021 Results 

95. On the same day that the Merger was announced, Citrix reported Q4 2021 and full 

year 2021 results. In Q4 2021, Citrix achieved revenue of $851 million, compared to $810 million 

in the fourth quarter of fiscal year 2020, representing 5 percent revenue growth. The $851 million 

revenue also beat guidance in the Q3 2021 Letter of $825 million to $835 million in revenue for 

Q4 2021. 

96. For fiscal year 2021, Citrix reported annual revenue of $3.22 billion. This result 

also beat guidance in the Q3 2021 Letter of $3.19 billion to $3.20 billion in revenue for full year 

2021. 

97. In sum, Q4 2021 results showed that in addition to enormous growth in SaaS ARR, 

Citrix was also growing its overall revenue as the business model transition successfully 

proceeded. 

98. The Q4 2021 results reported by Citrix noticeably failed to discuss SaaS ARR 

growth. This omission is highly suspicious given that (i) both Henshall and Calderoni had both 

identified “ARR” as the “best metric” to measure Citrix’s business success in the Q2 2021 and Q3 

2021 Letter, respectively, and (ii) the Board was linking future performance-based equity awards 

(“PRSUs”) to ARR growth. It is reasonable to infer that SaaS ARR continued to experience 

explosive growth in Q4 2021, and was therefore omitted because it would have only highlighted 

the unfairness of the Merger Consideration. 

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99. The Merger closed on September 30, 2022, and Vista and Elliott have since 

combined Citrix and TIBCO into a new entity called Cloud Software Group. 

Receipt of Different Consideration by Officers and Directors 

100. The Proxy acknowledges that “Citrix’s non-employee directors and executive 

officers have interests in the Merger that may be different from, or in addition to, the interests of 

Citrix shareholders generally.” Among those differing and additional interests was the acceleration 

and conversion of all Citrix equity awards (i.e., RSUs, PRSUs and DSUs), whether vested or 

unvested, into a right to receive the Merger Consideration based on the number of shares 

underlying each such award. 

101. The acceleration of the PRSU’s granted was particularly attractive to senior Citrix 

executives since, according to the Proxy, the PRSU’s were deemed to satisfy maximum 

performance levels and thus pay up to 200% upon a Change of Control. Holders of the PRSU’s 

would therefore receive $208.00 in cash (instead of just $104.00 in cash) for each share underlying 

such awards without actually having to satisfy the maximum performance levels to obtain such 

payout. Since the holders of PRSUs were Citrix’s most senior executives, it is reasonable to infer 

that at least some of these executives were involved in the preparation of the false December 2021 

Projections (which, according to the Proxy, were prepared by members of Citrix’s senior 

management). The opportunity to receive $208.00 per share in cash for each PRSU (without 

actually having to satisfy the maximum performance level) would have provided a powerful 

incentive for such executives to help justify the Merger Consideration. 

Defendants Solicited Citrix Shareholders With a False and Misleading Proxy 

102. The December 2021 Projections included in the Proxy and used by Qatalyst to 

prepare its Fairness Opinion were subjectively and objectively false because they deliberately 

disregarded the accelerating growth in SaaS ARR in 2021, and Citrix’s positive momentum in its 

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business model transition towards higher value subscription-based revenue (which as both 

Henshall and Calderoni explained, would necessarily reduce GAAP revenue in the short-term 

because a subscription-based model results in more of the business booked in the current period 

being recognized in future periods). Likewise, the December 2021 Sensitivity Cases used by 

Qatalyst to prepare its Fairness Opinion were subjectively and objectively false because they 

assumed deteriorating metrics in terms of revenue and margin when, in fact, (i) improving revenue 

had been reported, and improving margins projected, in the Q3 2021 Letter, and (ii) the Q4 2021 

results reported improving revenue. Nevertheless, as detailed below, the Board authorized (i) the 

inclusion of the false December 2021 Projections in the Proxy, and (ii) the use by Qatalyst of the 

false December 2021 Projections and one of the false December 2021 Sensitivity Cases to prepare 

the Fairness Opinion upon which the Board relied in part to approve the Merger and recommend 

that Citrix shareholders vote to approve the Merger. The Board did not genuinely believe the 

accuracy of the December 2021 Projections and the December 2021 Sensitivity Cases, but 

authorized their use by Qatalyst to justify the unfair and inadequate price at which the Board agreed 

to sell Citrix to Elliott and Vista. 

The December 2021 Projections and December 2021 Sensitivity Case Contained in the Proxy 

Were Subjectively and Objectively False 

103. On November 4, 2021, in the Q3 2021 Letter, Defendant Calderoni stated: 

Despite achieving more than $1 billion in SaaS ARR in the third quarter of 2021, 

we are still in the early innings of our cloud transition with less than 15% of our 

current installed base having transitioned to cloud products. This continues to 

represent an enormous opportunity and provides a strong tailwind to support our 

SaaS ARR growth for years. Customers making the transition are realizing greater 

value as they shift to our cloud solutions, and we consistently see an uplift in price 

that exceeds our target 33% premium as customers derive added value, greater 

agility, and reduced total cost of ownership (TCO) as they migrate to SaaS from 

our on-premise perpetual Workspace offerings. Finally, the revenue headwinds 

from declining perpetual licenses are now largely behind us in our Workspace 

business as we reach the anniversary of the end of broad availability of perpetual 

Citrix Workspace licenses. We believe Total ARR is the best metric to measure 

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the underlying health of our business. Over time, as we emerge from our cloud 

transition, we would expect to see reported revenues grow more in line with Total 

ARR. 

104. Concerning past execution challenges, Calderoni reassured investors that (i) “the 

revenue headwinds from declining perpetual licenses are now largely behind us;” (ii) “[o]ver time, 

as we emerge from our cloud transition, we would expect to see reported revenues grow more in 

line with Total ARR;” and (iii) 2021 would “be a trough in terms of both operating margin and 

cash flow.” In particular, Calderoni explained that “[o]ur transition to a subscription model, and 

ultimately a cloud-delivered model, focuses on growing higher value recurring revenue streams

that result in more of the business booked in the current period being recognized in future periods.” 

105. Despite Calderoni’s statements above, the Board—chaired by Calderoni—directed 

Citrix management to create the December 2021 Projections, which disregarded the accelerating 

growth in SaaS ARR. Given Calderoni’s statements above, however, concerning accelerating SaaS 

ARR growth, projection that such growth would continue “for years,” and the expectation that 

“reported revenues [would] grow more in line with Total ARR,” the Board—especially Calderoni 

himself—could not have genuinely believed projections that ignored the accelerating SaaS ARR 

growth. Therefore, the December 2021 Projections were subjectively false. 

106. Additionally, the December 2021 Projections were objectively false because they 

ignored what Henshall and Calderoni had stated was the “best metric” to measure Citrix’s business 

prospects, i.e., the accelerating growth in SaaS ARR. The December 2021 Projections also ignored 

that any execution challenges had been or were being addressed. As Calderoni explained, (i) “the 

revenue headwinds from declining perpetual licenses are now largely behind us;” (ii) “[o]ver time, 

as we emerge from our cloud transition, we would expect to see reported revenues grow more in 

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line with Total ARR;” and (iii) 2021 would “be a trough in terms of both operating margin and 

cash flow.” 

107. Qatalyst further depressed the already false December 2021 Projections by 

presenting the even more pessimistic December 2021 Sensitivity Cases to the Transaction 

Committee purporting to reflect “lower revenue growth rates and operating margins,” 

purportedly to “allow the Transaction Committee to consider the December 2021 Projections in 

light of the execution challenges facing the Company.” As noted, however, in Q3 2021, Citrix 

reported $778 million in revenue, which beat the guidance of $765 million to $775 million in 

GAAP revenue for Q3 2021 projected on July 29, 2021 in the Q2 2021 Letter. Thus, there was no 

basis for Qatalyst to assume “lower revenue growth” in the December 2021 Sensitivity Cases. 

108. Moreover, on December 28, 2021, senior management provided an updated 

forecast to the Transaction Committee regarding the financial results for the fourth quarter of 2021. 

As discussed above, the Q4 2021 results beat GAAP revenue guidance by a significantly wider 

margin than the Q3 2021 results had beat guidance. Thus, as of December 28, 2021, the 

Transaction Committee knew that, aside from the rapid growth in SaaS ARR, even GAAP revenue 

was improving, and given that knowledge, should have advised Qatalyst that the December 2021 

Projections were outdated and needed to be updated. 

109. Further, in the Q3 2021 Letter, Calderoni had stated that he expected 2021 would 

“be a trough in terms of both operating margin and cash flow.” The Q3 2021 Letter also forecast 

for full year 2021 (i) GAAP Operating Margin of approximately 10%, (ii) Non-GAAP Operating 

Margin of approximately 25%, (iii) GAAP Diluted EPS of $1.81 to $1.87 per share, and (iv) NonGAAP Diluted EPS of $4.90 to $4.95 per share. All of these metrics showed improvement over 

the forecasts in the Q2 2021 Letter for full year 2021 of (i) GAAP Operating Margin of 

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approximately 8-9%, (ii) Non-GAAP Operating Margin of approximately 24-25%, (iii) GAAP 

Diluted EPS of $1.45 to $1.66 per share, and (iv) Non-GAAP Diluted EPS of $4.75 to $4.95 per 

share. Thus, there was no basis for Qatalyst to assume “lower operating margins” in the December 

2021 Sensitivity Cases. 

110. Finally, it is telling that Qatalyst did not perform any sensitivity analysis to illustrate 

the potential upside to the December 2021 Projections from continued strong progress in 

transitioning to cloud-based solutions, and the continued enormous growth in SaaS ARR. 

111. Given the failure of senior management to consider Citrix’s enormous progress in 

transitioning to cloud-based solutions, and enormous growth in SaaS ARR during 2021, when 

formulating the December 2021 Projections, it is clear that neither the December 2021 Projections 

nor the December 2021 Sensitivity Cases created by Qatalyst reflected the legitimately held 

opinion of senior Citrix management regarding Citrix’s prospects. Instead, it is plain that (i) the 

optimistic statements concerning SaaS ARR growth shared by Henshall in the Q1 2021 Letter and 

Q2 2021 Letter, and Defendant Calderoni in the Q3 2021 Letter, represented the legitimately held 

opinion of Citrix management concerning the future prospects for Citrix, and (ii) the unduly 

pessimistic December 2021 Projections and December 2021 Sensitivity Cases were created solely 

for the improper purpose of engineering a DCF Analysis that would allow Qatalyst to conclude 

that the Merger Consideration was fair to Citrix shareholders. 

The Qatalyst Fairness Opinion Was False and Misleading 

112. Since the DCF Analysis performed by Qatalyst and incorporated into the Qatalyst 

Fairness Opinion was based on the false December 2021 Projections and December 2021 

Sensitivity Case, the Qatalyst Fairness Opinion was itself false and misleading. Had the DCF 

Analysis used reasonable and accurate projections that Citrix management genuinely believed 

(instead of using the false December 2021 Projections, false December 2021 Cash Flows, false 

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 32 of 43
33 

December 2021 Sensitivity Case, and false December 2021 Sensitivity Case Cash Flows), the low 

end of value per share ranges derived from the DCF Analysis would have exceeded the Merger 

Consideration and indicated that the Merger Consideration was not fair. 

113. Additionally, the Qatalyst Fairness Opinion used an inflated discount rate range of 

8.0% to 9.5% (based on a methodology not fully disclosed in the Proxy) to further depress the 

value of Citrix. Notably, a DCF analysis performed by online research firm Simply Wall Street 

uses a discount rate of 6.77% (based on a fully disclosed methodology). 

114. The higher discount rate of 8.0% to 9.5% used by Qatalyst (according to an 

undisclosed methodology) depressed the value range for Citrix's shares. See In re Topps Co. 

S'holders Litig., 926 A.2d 58, 76 (Del. Ch. 2007) (raising discount rates drives down the resulting 

value range). Citrix Shareholders are entitled to further disclosure on how Qatalyst derived its 

excessively high discount rate range. See Topps, 926 A.2d at 76 (subjective judgments regarding 

discount rates are not scientific, “but highly-paid valuation advisors should be able to rationally 

explain them.”). 

115. With respect to Qatalyst’s Selected Transactions Analysis, Qatalyst failed to 

include Citrix’s purchase of Wrike from Vista in January 2021. As noted, Citrix acquired Wrike 

from Vista for $2.25 billion when Wrike was projected to grow its SaaS ARR by 30 percent to 

between $180 million and $190 million in 2021, yielding a multiple of 12.1x expected annual SaaS 

recurring revenue. That omission was likely intentional since it indicates that selling Citrix to 

Elliott and Vista for only $16.5 billion (including the assumption of Citrix debt)—a multiple of 

only 4.1x Citrix’s trailing SaaS ARR in 2021—is highly unfair and inadequate. 

Loss Causation Allegations 

116. Defendants’ material misrepresentations and omissions in the Proxy caused actual 

economic loss to Citrix shareholders as measured by the difference between the inadequate and 

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34 

unfair Merger Consideration and the higher true value of Citrix’s shares based on, among other 

things, the accelerating growth in SaaS ARR in 2021, and the higher multiple that should have 

been assigned to Citrix based on such growth (as illustrated by the 12.1x expected 2021 SaaS ARR 

that Citrix paid to Vista for Wrike in January 2021). 

117. In the Proxy, the Board recommended that Citrix stockholders approve the Merger 

based in material part on the false and misleading Fairness Opinion, which was premised in 

material part on the false December 2021 Projections and a false December 2021 Sensitivity Case, 

as well as inflated discount rates. Had the projections prepared by Citrix senior management taken 

into account accelerating SaaS ARR growth, improving GAAP revenue and other positive trends 

in Citrix’s financial performance in 2021, those projections would have yielded more accurate cash 

flows. In turn, had accurate cash flows been used as inputs in Qatalyst’s DCF Analysis (instead of 

the false December 2021 Cash Flows and false December 2021 Sensitivity Cash Flows), and had 

Qatalyst used reasonable discount rates, the DCF Analysis would have indicated that the value of 

Citrix’s shares substantially exceeded $104.00 per share, and Qatalyst could not have opined that 

the Merger Consideration was fair. In turn, if Qatalyst could not opine that the Merger 

Consideration was fair, the Board could not have recommended that Citrix shareholders approve 

the Merger, and Citrix, Elliott and Vista could not have consummated the Merger unless Elliott 

and Vista were willing to submit a bid higher than $104.00 per share. That is to say, but for the 

false December 2021 Projections and December 2021 Sensitivity Case, and inflated discounted 

rates used by Qatalyst, Qatalyst would not have issued the Fairness Opinion; the Board could and 

would not have recommended that Citrix shareholders vote for the Merger; the requisite percentage 

of Citrix shareholders would not have voted for the Merger; and Citrix shareholders would not 

have been cashed out of their shares for the inadequate and unfair Merger Consideration. 

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35 

CLASS ACTION ALLEGATIONS 

118. Plaintiff brings this action as a class action pursuant to Rule 23(a) and (b)(3) of the 

Federal Rules of Civil Procedure on behalf of a class (“Class”) consisting of all individuals and 

entities that were Citrix common shareholders of record as of the close of business on September 

30, 2022 (“Class Period”), when the Merger closed. Excluded from the Class are defendants and 

their affiliates, immediate families, legal representatives, heirs, successors or assigns and any 

entity in which defendants have or had a controlling interest. 

119. Plaintiff's claims are properly maintainable as a class action under Rule 23 of the 

Federal Rules of Civil Procedure. 

120. The Class is so numerous that joinder of all members is impracticable. While the 

exact number of Class members is unknown to Plaintiff at this time and can only be ascertained 

through discovery, the Proxy discloses that, as of the close of business on March 8, 2022, there 

were 125,913,152 shares of Citrix common stock outstanding and eligible to vote on the Merger. 

All members of the Class may be identified from records maintained by Citrix or its transfer agent 

and may be notified of the pendency of this action by mail, using forms of notice similar to that 

customarily used in securities class actions. 

121. Plaintiff’s claims are typical of the claims of the members of the Class as all 

members of the Class are similarly affected by Defendants’ wrongful conduct in violation of the 

federal securities laws specified above. 

122. Plaintiff will fairly and adequately protect the interests of the Class, and has no 

interests antagonistic to or in conflict with those of the Class that Plaintiff seeks to represent. 

Plaintiff has retained competent counsel experienced in securities class action litigation of this 

nature. 

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 35 of 43
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123. Questions of law and fact are common to the Class and predominate over questions 

affecting any individual Class member, including, inter alia: 

(i) Whether Defendants have violated Section 14(a) of the Exchange Act and 

Rule 14a-9 promulgated thereunder; 

(ii) Whether the Individual Defendants have violated Section 20(a) of the 

Exchange Act; and 

(iii) Whether Plaintiff and the other members of the Class are entitled to 

damages, and in what amount. 

124. A class action is superior to all other available methods for the fair and efficient 

adjudication of this controversy. Plaintiff knows of no difficulty to be encountered in the 

management of this action that would preclude its maintenance as a class action. 

125. Defendants have acted, or refused to act, on grounds generally applicable to the 

Class as a whole, and are causing injury to the entire Class. Therefore, final injunctive relief on 

behalf of the Class as a whole is appropriate. 

CLAIMS FOR RELIEF 

COUNT I 

Against All Defendants 

for Violations of Section 14(a) of the Exchange Act and Rule 14a-9 

126. Plaintiff incorporates and repeats each and every allegation above as if fully set 

forth herein. 

127. SEC Rule 14a-9, 17 C.F.R. §240.14a-9, promulgated pursuant to §14(a) of the 

Exchange Act, provides: 

No solicitation subject to this regulation shall be made by means of any Proxy, form 

of proxy, notice of meeting or other communication, written or oral, containing any 

statement which, at the time and in light of the circumstances under which it is 

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 36 of 43
37 

made, is false or misleading with respect to any material fact, or which omits to 

state any material fact necessary in order to make the statements therein not false 

or misleading or necessary to correct any statement in any earlier communication 

with respect to the solicitation of a proxy for the same meeting or subject matter 

which has become false or misleading. 

128. By virtue of their positions within the Company, and/or roles in the process of 

preparing, reviewing, and/or disseminating the Proxy, Defendants were or should have been aware 

of their duty not to make false and misleading statements in the Proxy, and not to omit material 

facts from the Proxy necessary to make statements made therein—in light of the circumstances 

under which they were made—not misleading. 

129. Yet, as specified above, in violation of Section 14(a) of the Exchange Act and Rule 

14a-9, Defendants filed a Proxy that (i) made untrue statements of material fact in the Proxy, and 

(ii) omitted material facts necessary to make statements therein— in light of the circumstances 

under which they were made—not misleading, in order to induce Citrix shareholders to vote in 

favor of the Merger and related proposals. Defendants were at least negligent in filing the Proxy 

with these material misrepresentations and omissions. 

130. The Proxy was an essential link in the accomplishment of the Merger since it 

solicited Citrix shareholders to vote to approve the Merger, and the solicitation of such votes 

enabled Defendants to consummate the Merger. 

131. The misrepresentations and omissions in the Proxy specified above are material 

insofar as there is a substantial likelihood that a reasonable Citrix stockholder would consider them 

important in deciding whether to vote in favor of the Merger and related proposals. In addition, a 

reasonable Citrix stockholder would view disclosures of the omitted facts specified above as 

significantly altering the “total mix” of information made available to Citrix shareholders. 

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 37 of 43
38 

132. As a direct result of the Defendants’ dissemination of the false and misleading 

Proxy, Plaintiff and other members of the Class were deprived of their right to be presented with 

accurate proxy materials while asked to vote on the Merger, were caused to vote in favor of the 

Merger, were caused to not exercise their appraisal rights, and were caused to sell their shares for 

less than the fair value of those shares. 

133. By reason of the misconduct detailed herein, the Defendants are liable pursuant to 

Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder. 

COUNT II 

Against the Individual Defendants for 

Violations of Section 20(a) of the Exchange Act 

134. Plaintiff incorporates and repeats each and every allegation above as if fully set 

forth herein 

135. The Individual Defendants acted as controlling persons of Citrix within the 

meaning of Section 20(a) of the Exchange Act, as alleged herein. By virtue of their positions as 

officers and/or directors of Citrix, and participation in, and/or awareness of Citrix’s operations, 

and/or intimate knowledge of the contents of the Proxy filed with the SEC, they had the power to 

influence and control, and did influence and control, directly or indirectly, the decision-making of 

Citrix with respect to the Proxy, including the content and dissemination of the various statements 

in the Proxy that Plaintiff contends are materially false and misleading, and the omission of 

material facts specified above. 

136. Each of the Individual Defendants was provided with or had unlimited access to 

copies of the Proxy and other statements alleged by Plaintiff to be misleading prior to and/or 

shortly after these statements were issued and had the ability to prevent the issuance of the 

statements or cause the statements to be corrected. 

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 38 of 43
39 

137. Each of the Individual Defendants had direct and supervisory involvement in the 

day-to-day operations of Citrix, and, therefore, is presumed to have had the power to control or 

influence the particular transactions giving rise to the securities violations alleged herein, and 

exercised same. In particular, the Proxy at issue references the unanimous recommendation of the 

Board to approve the Merger, and recommend that Citrix shareholders vote for the Merger. The 

Individual Defendants were thus directly involved in the making of the Proxy. 

138. In addition, as the Proxy sets forth at length, and as described herein, the Individual 

Defendants were involved in negotiating, reviewing, and approving the Merger. The Proxy 

purports to describe the various issues and information that the Individual Defendants reviewed 

and considered in connection with such negotiation, review and approval. The Individual 

Defendants thus directly participated in the drafting of the Proxy. 

139. As set forth above, the Individual Defendants had the ability to exercise control 

over and did control a person or persons who have each violated Section 14(a), by their acts and 

omissions as alleged herein. By virtue of their positions as controlling persons, these Defendants 

are liable pursuant to Section 20(a) of the Exchange Act. 

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment and relief as follows: 

A. Preliminarily Determining that this action is a proper class action under Rule 23 of 

the Federal Rules of Civil Procedure; appointing Plaintiffs as the Class Plaintiffs; and appointing 

Lead Counsel as Class Counsel; 

B. Awarding compensatory damages in favor of Plaintiff and other Class Members 

against all Defendants, jointly and severally, for all damages sustained as a result of Defendants’ 

wrongdoing, in an amount to be proven at trial, including interest thereon; 

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 39 of 43
40 

C. Awarding Plaintiffs and the Class their reasonable costs and expenses incurred in 

this action, including reasonable attorneys’ fees and expert fees; and 

D. Granting such other and further relief as this Court may deem just and proper. 

JURY DEMAND 

Plaintiff demands a trial by jury on all claims and issues so triable. 

Dated: December 12, 2022 Respectfully submitted, 

MILLER SHAH LLP 

/s/ Jayne A. Goldstein 

Jayne A. Goldstein (FBN 144088) 

1625 N. Commerce Pkwy, Suite 320 

Fort Lauderdale, FL 33326 

Telephone: (954) 903-3170 

Facsimile: (866) 300-7367 

jagoldstein@millershah.com 

POMERANTZ LLP 

Emma Gilmore 

(pro hac vice application forthcoming) 

600 Third Avenue, 20th Floor 

New York, NY 10016 

Telephone: (212) 661-1100 

Facsimile: (917) 463-1044 

egilmore@pomlaw.com 

 

WOHL & FRUCHTER LLP 

Joshua E. Fruchter 

(pro hac vice application forthcoming) 

25 Robert Pitt Drive, Suite 209G 

Monsey, NY 10952 

Telephone: (845) 290-6818 

Facsimile: (718) 504-3773 

jfruchter@wohlfruchter.com 

Attorneys for Plaintiff 

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 40 of 43
CERTIFICATION PURSUANT

TO FEDERAL SECURITIES LAWS

1. I, Juan A. Vargas, make this declaration pursuant to the Private Securities Litigation 

Reform Act of 1995.

2. I have reviewed a Complaint against Citrix Systems, Inc. and other defendants 

(“Citrix” or the “Company”) and authorize the filing of a comparable complaint on my behalf.

3. I did not purchase or acquire Citrix securities at the direction of plaintiffs’ counsel 

or in order to participate in any private action arising under the federal securities laws.

4. I am willing to serve as a representative party on behalf of a Class of investors who 

purchased or otherwise acquired Citrix securities during the Class Period, including providing 

testimony at deposition and trial, if necessary. I understand that the Court has the authority to 

select the most adequate lead plaintiff in this action.

5. The attached sheet lists all of my transactions in Citrix securities during the Class 

Period specified in the Complaint.

6. During the three-year period preceding the date on which this Certification is 

signed, I have not served or sought to serve as a representative party on behalf of a class under the 

federal securities laws.

7. I agree not to accept any payment for serving as a representative party on behalf of 

the class as set forth in the Complaint, beyond my pro rata share of any recovery, except such 

reasonable costs and expenses directly relating to the representation of the class as ordered or 

approved by the Court.

DocuSign Envelope ID: A217801B-501C-471C-8053-87DAC0ACADC2 Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 41 of 43
8. I declare under penalty of perjury under the laws of the United States of America 

that the foregoing is true and correct.

Executed _____________________________

(Date)

_______________________________________

(Signature)

Juan A. Vargas 

(Type or Print Name)

DocuSign Envelope ID: A217801B-501C-471C-8053-87DAC0ACADC2

12/9/2022

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 42 of 43
Citrix Systems, Inc. Juan A. Vargas

Transaction Number of Price Per

Type Date Shares/Unit Share/Unit

Purchase 8/1/2017 50 $67.6700

Purchase 2/1/2018 52 $69.2200

Purchase 8/1/2018 48 $76.4700

Purchase 2/1/2019 40 $88.2300

Purchase 8/1/2019 53 $80.1200

Purchase 1/31/2020 41 $85.7300

Purchase 7/31/2020 47 $99.3500

Purchase 2/1/2021 30 $112.6400

Purchase 7/30/2021 48 $85.6400

Purchase 2/1/2022 41 $87.0100

Sale 10/9/2017 (50) $80.0000

Sale 3/20/2018 (52) $95.0000

Sale 8/22/2018 (48) $112.0000

Sale 1/8/2020 (134) $114.0000

Sale 4/2/2020 (77) $145.0000

RSU* 3/29/2019 41

RSU* 3/7/2020 36

RSU* 3/29/2021 37

RSU* 4/1/2021 9

List of Purchases and Sales

*Restricted Stock Units

Case 0:22-cv-62327-RAR Document 1 Entered on FLSD Docket 12/12/2022 Page 43 of 43