1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS PRETRIAL 

RELEASE -- REDACTED

Thomas H. Bienert, Jr., State Bar No. 135311

(Admitted Pro Hac Vice)

tbienert@bmkattorneys.com

Kenneth M. Miller, State Bar No. 151874

(Admitted Pro Hac Vice)

kmiller@bmkattorneys.com

John L. Littrell, State Bar No. 221601

(Admitted Pro Hac Vice)

jlittrell@bmkattorneys.com

BIENERT, MILLER & KATZMAN, PLC

903 Calle Amanecer, Suite 350

San Clemente, California 92673

Telephone (949) 369-3700 / Facsimile (949) 369-3701

Attorneys for Defendant

James Larkin

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF ARIZONA

United States of America,

Plaintiff

v.

Michael Lacey, et al., 

Defendants

Case No. CR-18-00422-PHX-SPL (BSB)

DEFENDANT JAMES LARKIN’S 

MOTION TO AMEND THE CONDITIONS 

OF HIS PRETRIAL RELEASE --

REDACTED

(First Request) 

(Oral Argument Requested)

Defendant James Larkin, through his undersigned counsel of record, hereby moves 

pursuant to 18 U.S.C. § 3142(c)(1)(B) & (3) to amend the conditions of his pretrial release 

(which are currently set forth in Document 93). This motion is based on the grounds that 

the conditions requiring electronic monitoring and limiting travel to Maricopa County are 

not the least restrictive conditions that will reasonably ensure his presence at trial and the 

safety of the community. Further, the electronic monitoring and travel restrictions are 

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 1 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

2

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS 

PRETRIAL RELEASE -- REDACTED

undermining Mr. Larkin’s ability to be with his wife and provide essential emotional 

support to his 17-year-old daughter. 

This motion is based on the attached Memorandum of Points and Authorities, the 

Court’s entire file and any evidence or argument presented at the hearing on this matter. 

This is Mr. Larkin’s first motion to amend the conditions of his pretrial release and he 

requests oral argument.

U.S. Pretrial Services takes no position on this Motion. However, if the electronic 

monitor is removed, then Pretrial Services does not object to allowing Mr. Larkin to travel 

throughout Arizona and California. On the other hand, if the electronic monitor remains 

in place, then Pretrial Services requests Mr. Larkin’s travel be limited to Maricopa County 

(without Pretrial Services’ prior permission) to comply with their policies and procedures 

concerning electronic monitoring. The government opposes this Motion.

Excludable delay under 18 U.S.C. § 3161(h)(1) will occur as a result of this motion 

or of an order based thereon.

Dated: June 1, 2018 BIENERT, MILLER & KATZMAN, PLC

/s/ Thomas H. Bienert, Jr. 

Thomas H. Bienert, Jr.

Kenneth M. Miller

John L. Littrell 

Attorneys for Defendant James Larkin

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 2 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

3

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS 

PRETRIAL RELEASE -- REDACTED

MEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

Defendant James Larkin moves to amend the conditions of his pretrial release. See

Doc. 93. Mr. Larkin’s counsel had been in contact with the government for over one year 

before Mr. Larkin’s Indictment. Mr. Larkin offered to self-surrender, but on April 6, 2018,

the government proceeded by arrest warrant, instead. Mr. Larkin was arrested at the airport 

and escorted off the plane on a Friday night after returning from a trip to Scotland. He spent 

the weekend in custody before his initial appearance. 

On April 9, the government filed a Motion for Detention Pending Imposition of 

Release Conditions, and the detention hearing was continued to April 12. See Doc. 22. On 

April 12, the parties announced they reached an agreement on the terms of Mr. Larkin’s 

pretrial release. See Doc. 63. The detention hearing was continued to April 16 and Mr. 

Larkin remained in custody. See id. On April 16, the parties announced in open court that 

they had stipulated to certain bail conditions, including electronic monitoring and no travel 

outside Maricopa County without Pretrial Services’ prior permission.

This Court “may at any time amend the order to impose additional or different 

conditions of release.” 18 U.S.C. § 3142(c)(3).1 Mr. Larkin now seeks to amend these 

conditions because they are not the least restrictive conditions that will reasonably assure 

his presence at trial or the safety of the community, as required by 18 U.S.C. 

§3142(c)(1)(B). Instead, Mr. Larkin submits that the conditions of his pretrial release 

should be amended to permit state-wide travel in and between Arizona and California, 

without electronic monitoring. 

 1 Under the plain terms of Section 3142(c)(3), changed or new circumstances are not required for this 

Court to amend Mr. Larkin’s release conditions. Nonetheless, there are substantial changed 

circumstances, including: the appearance of new counsel on Mr. Larkin’s behalf, the impact of the 

electronic monitoring and travel restrictions on Mr. Larkin’s ability to support his daughter and the 

impact of the travel restrictions on Mr. Larkin’s ability to be with his wife. Most important, Mr. Larkin 

is entitled to a judicial determination of the least restrictive release conditions that are reasonably 

necessary.

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 3 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

4

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS 

PRETRIAL RELEASE -- REDACTED

II. BACKGROUND 

Mr. Larkin has lived almost all of his 68 years in the Phoenix area. He graduated 

from Gerard High School in 1967. In 1971, he commenced his newspaper career by joining 

the Phoenix New Times as a salesperson and reporter. In 1975, he left New Times for two 

years to learn the printing business at Sun Publishing. He returned to the New Times in 

1977. Over the next 35 years, Mr. Larkin as CEO, and others, built a national newspaper 

company. 

By the early 2000s, the Internet—and particularly Craigslist—was destroying 

newspaper classified advertising. In response, New Times, Inc. launched a free website 

called Backpage.com in 2004. Backpage.com was an online platform for the dissemination 

of ideas and content (including advertising) posted by third parties. Backpage.com arose 

from the world of alt-weekly newspapers and simply took their classified advertising efforts 

online. When it launched, Backpage.com included ad categories typically found in daily 

newspapers (e.g., real estate, jobs, buy/sell/trade, rentals), as well as categories for the types 

of ads that had expanded in alternative weekly publications, such as personals and adultoriented services (e.g., dating, massage, escorts). Backpage.com soon became the second 

largest online classified site in the U.S. 

New Times, Inc. also expanded by acquiring and launching alternative weeklies 

across the country. In 2005, it acquired Village Voice Media (and assumed the name), 

creating a chain of 17 weeklies with a combined circulation of 1.8 million, including the 

Village Voice in New York City. The New Times and Village Voice Media papers have 

won hundreds of journalism awards, including the Pulitzer Prize. 

In January 2013, the Village Voice Media sold its interests in the newspapers to longtime company executives. In April 2015, the Village Voice Media sold its interest in 

Backpage.com, LLC to a company headed by Backpage.com’s CEO, Carl Ferrer.

Mr. Larkin has been married to Margaret Larkin for over 25 years. He is the father 

of six children and two grandchildren. Two of his children are graduate students, and one 

is finishing her junior year at a private high school in San Francisco. 

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 4 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

5

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS 

PRETRIAL RELEASE -- REDACTED

The daughter in San Francisco is 17 years old and currently lives with only her 

mother, Mrs. Larkin, because of the geographical limitations on Mr. Larkin’s travel. This 

is not right because she has always been close to her father. In fact, because she is currently 

finishing her junior year, she only has one year left before leaving for college. And the 

situation is made far worse because she was greatly affected by the FBI raid on the Larkins’ 

home. The agents knew Mr. Larkin was not in the home. Still, a number of agents burst 

into her small bedroom, some with masks and machine guns, to shout at her to awake. She 

is in great fear for her, her mother and her father’s safety. Sadly, the travel restrictions 

undermine Mr. Larkin’s ability to provide her with necessary emotional support.

The travel restrictions also preclude Mr. Larkin from spending significant time with 

his wife. She must live apart from him with their daughter in San Francisco. 

Finally, all three of Mr. Larkin’s older children in school remain financially 

dependent upon Mr. Larkin. The others live in various regions of the country. None lives 

abroad. Mr. Larkin is close to each of his children and is in regular contact with them.

III. LARKIN IS NOT A FLIGHT RISK OR A DANGER

Bail conditions must be the “least restrictive” conditions necessary to “reasonably 

assure” the person’s appearance and the community’s safety. 18 U.S.C. § 3142(c)(1)(B). 

The provisions that conditions “reasonably assure” appearance and safety do not require a 

guarantee of safety or non-flight. United States v. Hir, 517 F.3d 1081, 1086, 1092 n.2 

(9th Cir. 2008); United States v. Gentry, 455 F.Supp.2d 1018, 1032 (D. Ariz. 2006). 

Section 3142(g) sets forth the factors to be taken into account:

• Defendant’s history and characteristics;

• Danger to the community; and,

• Nature of the Offense and Weight of the Evidence. 

18 U.S.C. § 3142(g). 

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 5 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

6

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS 

PRETRIAL RELEASE -- REDACTED

A. Defendant’s History and Characteristics

Mr. Larkin has exceptionally strong family and local ties. He has no prior convictions 

and no criminal history other than a wrongful arrest for publishing criticism of thenMaricopa County Sheriff Joe Arpaio,2 and pending criminal charges in California. As 

explained below, the California allegations have been repeatedly dismissed pursuant to the 

First Amendment.3

 At any rate, in that California case, Mr. Larkin was released on a 

$250,000 bond, permitted to travel internationally and has fully complied with all bail 

conditions. 

The most important factor demonstrating that Mr. Larkin is not a flight risk is his 

long history of fighting challenges to his right to publish. He has fought Attorney Generals 

across the country. He has fought Maricopa County’s infamous former Sheriff. And he 

will fight the U.S. Department of Justice. While the government has the burden of proving 

flight risk by a preponderance, Mr. Larkin’s long history in this state make it abundantly 

clear that he will stay and fight the charges against him. 

Finally, Mr. Larkin has a legitimate need to travel throughout California. As 

explained below, he needs to be able to travel to San Francisco to be with his wife and 

daughter (the Northern District of California). He still needs to travel to Sacramento to 

attend state court proceedings there (the Eastern District of California). And the 

government has now filed a civil forfeiture action in Los Angeles (the Central District of 

California). Mr. Larkin’s undersigned defense counsel are also located in the Central 

District of California. Accordingly, Mr. Larkin requests that his bail conditions permit 

him to travel throughout Arizona and California.

 

2 Messrs. Larkin and Lacy sued Maricopa County. The County paid $3.75 million to settle and Larkin 

and Lacy donated the money to various immigrant rights and First Amendment groups.

3 While California charges that defendants engaged in money laundering—which is not really related to 

the alleged prostitution—were allowed to proceed, there are no such charges here. Instead, all money 

laundering allegations in this case are premised on the knowing receipt of proceeds from prostitution or 

sex trafficking, so they are all subject to the below-described First-Amendment headwinds.

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 6 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

7

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS 

PRETRIAL RELEASE -- REDACTED

B. Danger to the Community

The government has previously complained that any effort by Mr. Larkin to exert 

control over Backpage.com would pose a threat to the community. While the defense 

disagrees, the point is moot—Backpage.com is closed.

C. Nature of the Offense and Strength of the Evidence

The weight of the evidence is the least important factor. United States v. Townsend, 

897 F.2d 989, 994 (9th Cir. 1990). Nonetheless, the government’s basic theory is that 

defendants, through Backpage.com, promoted prostitution and sex trafficking.4

 Because 

they used interstate commerce to do this, they violated the Travel Act. Because they 

engaged in monetary transactions designed to conceal and promote their crime, they 

committed money laundering. And the proceeds of those crimes are subject to forfeiture.

The problem is that the government’s theory is based on the false premise that 

Backpage.com engaged in prostitution and sex trafficking. In Backpage.com LLC v. Dart, 

807 F.3d 229, 231 (7th Cir. 2015), the Seventh Circuit Court of Appeals recognized 

Backpage.com as “an avenue of expression of ideas and opinions” protected by the First 

Amendment, including its “classified ads for ‘adult’ services.” In that case, the Sheriff of 

Cook County, Illinois “embarked on a campaign intended to crush Backpage’s adult section 

-- crush Backpage, it seems -- by demanding that firms such as Visa and MasterCard 

prohibit the use of their credit cards to purchase any ads on Backpage, since the ads might 

be for illegal sex-related products or services, such as prostitution.” Id. at 230. The court 

held that the Sheriff was “using the power of his office to threaten legal sanctions against 

the credit-card companies for facilitating future speech, and by doing so he is violating the 

First Amendment unless there is no constitutionally protected speech in the ads on 

Backpage’s website -- and no one is claiming that.” Id. at 231. 

In recognizing the First Amendment’s protection for Backpage.com’s adult section, 

the court used as an example the similar protections for print publications featuring such 

 4 The defense does not intend to litigate these First Amendment issues at this time. The point is: this 

case raises significant legal issues; Mr. Larkin has won the many lawsuits brought against Backpage to 

date; and, he has every incentive to attend trial and defend his conduct again. 

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 7 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

8

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS 

PRETRIAL RELEASE -- REDACTED

ads. “Even entities that know the information’s content do not become liable for the 

sponsors’ deeds. Does a newspaper that carries an advertisement for ‘escort services’ or 

‘massage parlors’ aid and abet the crime of prostitution, if it turns out that some (or many) 

of the advertisers make money from that activity?” Id. at 234 (quoting Doe v. GTE Corp., 

347 F.3d 655, 659 (7th Cir. 2003)).

This is just one example of very clear judicial recognition that Backpage.com’s 

activities relating to “adult” advertisements are constitutionally protected. There are many 

others, and no cases to the contrary. See, e.g., Doe v. GTE Corp., supra; Backpage.com LLC 

v. McKenna, 881 F.Supp.2d 1262, 1282 (W. D. Wash. 2012) (“The Court finds it unlikely 

that Defendants would be able to prove that all online advertisements for escort services are 

ads for prostitution. Thus, a website that contains a section for postings for escort services 

that chooses to either shut down that section or require age verification will likely chill 

protected speech in the course of doing so”) (emphasis in original); Backpage.com LLC v. 

Hoffman, 2013 WL 4502097 at *8 (D. N.J. 2013) (rejecting the argument “that the Act does 

not regulate speech protected by the First Amendment because it only prohibits the 

advertisement of an illegal transaction”); accord Backpage.com LLC v. Cooper, 939 

F.Supp.2d 805 (M. D. Tenn. 2013). 

In addition to these cases, United States District Court Judge Richard Jones in the 

Western District of Washington recognized Backpage.com as an online intermediary 

“whose business is the dissemination of speech.” Order, January 17, 2013 at 19, In re Grand 

Jury Subpoenas, Case No. GJ12-172RAJ (W. D. Wash.). Judge Jones further recognized:

The government’s insistence that solicitations for prostitution and other unlawful 

acts do not merit First Amendment protection ignores the lawful solicitations that 

Backpage users make, even within the “adult” category....Whatever unlawful 

services might be for sale on Backpage.com, the Government does the grand jury 

no favors by ignoring the lawful “adult” ads on the site. 

Order at 19-20.

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 8 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

9

DEFENDANT JAMES LARKIN’S MOTION TO AMEND THE CONDITIONS OF HIS 

PRETRIAL RELEASE -- REDACTED

Likewise, the California courts have now twice rejected proposed criminal charges 

based on the premise that Backpage.com profited from prostitution because it received 

revenue for “adult” ads, recognizing that “[p]roviding a forum for online publishing is a 

recognized legal purpose” under the law. People v. Ferrer, No. 16FE019224 (Cal. Super. 

Ct. Dec. 16, 2016, *10) and No. 16FE024013 (Cal. Super. Ct. Aug. 23, 2017, p. 13).

The government claims this case is different. Perhaps. But it cannot be reasonably 

disputed that the government’s case faces unusual and strong head winds generated by the 

First Amendment. Accordingly, the nature of the charges and the inherent problems with 

the government’s case support a finding that Mr. Larkin is not a flight risk.

IV. CONCLUSION

For the foregoing reasons, the defense respectfully submits that Mr. Larkin’s 

pretrial release conditions be amended to omit the requirement that he wear an electronic 

monitor and to permit him to travel throughout Arizona and California. 

Dated: June 1, 2018 BIENERT, MILLER & KATZMAN, PLC

/s/ Thomas H. Bienert, Jr. 

Thomas H. Bienert, Jr.

Kenneth M. Miller

John L. Littrell 

Attorneys for Defendant James Larkin

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 9 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

CERTIFICATE OF SERVICE

CERTIFICATE OF SERVICE

I certify that on this 1st day of June, 2018, I electronically transmitted a PDF 

version of this document to the Clerk of Court, using the CM/ECF System, for filing and 

for transmittal of a Notice of Electronic Filing to the attorneys of record. See attached 

service list.

/s/ Toni Lindemann

 Toni Lindemann

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 10 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

 

SERVICE LIST 

COUNSEL REPRESENTING

Anne M. Chapman

Mitchell Stein & Carey PC

1 Renaissance Sq. 

2 N Central Ave., Ste. 1900 

Phoenix, AZ 85004

Email: anne@mscclaw.com

Henze Cook Murphy, PLC

Lee Stein

Mitchell Stein & Carey PC

1 Renaissance Sq. 

2 N Central Ave., Ste. 1900 

Phoenix, AZ 85004

lee@mscclaw.com

Henze Cook Murphy, PLC

James C. Grant

Davis Wright Tremaine LLP

1201 3rd Ave., Ste. 2200 

Seattle, WA 98101-3045

jimgrant@dwt.com

Michael Lacey

Robert Corn-Revere

Davis Wright Tremaine LLP

1919 Pennsylvania Ave. NW, Ste. 800 

Washington, DC 20006

bobcornrevere@dwt.com

Michael Lacey

Ronald G. London

Davis Wright Tremaine LLP

1919 Pennsylvania Ave. NW, Ste. 800 

Washington, DC 20006

ronnielondon@dwt.com

Michael Lacey

Paul J. Cambria, Jr.

Liptsitz Green Scime Cambria LLP

42 Delaware Ave., Ste. 120 

Buffalo, NY 14202

pcambria@lglaw.com

Michael Lacey

Janey Henze Cook

Henze Cook Murphy PLLC

4645 N 32nd St., Ste. 150 

Phoenix, AZ 85018

janey@henzecookmurphy.com

Michael Lacey

Bruce Feder

Feder Law Office PA

2930 E Camelback Rd., Ste. 160 

Phoenix, AZ 85016

bf@federlawpa.com

Scott Spear

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 11 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

SERVICE LIST

Michael D. Kimerer

Kimerer & Derrick PC

1313 E Osborn Rd., Ste. 100 

Phoenix, AZ 85014

mdk@kimerer.com

John Brunst

Rhonda E. Neff

Kimerer & Derrick PC

1313 E Osborn Rd., Ste. 100 

Phoenix, AZ 85014

rneff@kimerer.com 

John Brunst

Gary S. Lincenberg

Bird Marella

1875 Century Park E # 23, Los Angeles, CA 

90067

glincenberg@birdmarella.com

John Brunst

Ariel A. Neuman

Bird Marella

1875 Century Park E # 23, Los Angeles, CA 

90067

aneuman@birdmarella.com

John Brunst

Gopi Panchapakesan

Bird Marella

1875 Century Park E # 23, Los Angeles, CA 

90067

gpanchapakesan@birdmarella.com

John Brunst

KC Maxwell

Browne George Ross LLP

101 California St., Ste. 1225 

San Francisco, CA 94111

kmaxwell@bgrfirm.com

Dan Hyer

David Wakukawa

Browne George Ross LLP

101 California St., Ste. 1225 

San Francisco, CA 94111

dwakukawa@bgrfirm.com

Dan Hyer

Michael L. Piccarreta

Piccarreta Davis Keenan Fidel PC

2 E Congress St., Ste. 1000 

Tucson, AZ 85701

mlp@pd-law.com

Andrew Padilla

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 12 of 13
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

SERVICE LIST

Jefferson Keenan

Piccarreta Davis Keenan Fidel PC

2 E Congress St., Ste. 1000 

Tucson, AZ 85701

jlk@pd-law.com

Andrew Padilla

Stephen M. Weiss

Karp & Weiss PC

3060 N Swan Rd. 

Tucson, AZ 85712

sweiss@karpweiss.com

Joye Vaught

Andrew Stone

US Attorneys Office

40 N Central Ave, Ste 1800 

Phoenix, AZ 85004

andrew.stone@usdoj.gov

USA

John Jacob Kucera

US Attorneys Office - Los Angeles, CA 312 N Spring St., Ste. 1200 

Los Angeles, CA 90012

john.kucera@usdoj.gov

USA

Kevin M. Rapp

US Attorneys Office - Phoenix, AZ

2 Renaissance Square 

40 N Central Ave., Ste. 1800 

Phoenix, AZ 85004-4408

kevin.rapp@usdoj.gov

USA

Margaret Wu Perlmeter

US Attorneys Office - Phoenix, AZ

2 Renaissance Square 

40 N Central Ave., Ste. 1800 

Phoenix, AZ 85004-4408

margaret.perlmeter@usdoj.gov

USA

Peter Kozinets

US Attorneys Office - Phoenix, AZ

2 Renaissance Square 

40 N Central Ave., Ste. 1800 

Phoenix, AZ 85004-4408

peter.kozinets @usdoj.gov

USA

Case 2:18-cr-00422-DJH Document 183 Filed 06/07/18 Page 13 of 13