Exhibit A 

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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

YITZCHOK ROKOWSKY, on behalf of

himself and all others similarly situated,

Plaintiff,

v.

VERICITY, INC., MEMBERS MUTUAL,

FIDELITY LIFE ASSOCIATION, and 

APEX HOLDCO L.P., ERIC RAHE, 

CALVIN DONG, SCOTT PERRY, 

RICHARD HEMMINGS, JAMES E. 

HOHMANN, JAMES SCHACHT, LINDA 

WALKER BYNOE, STEVEN GROOT, 

JOHN FIBIGER, and NEIL ASHE,

Defendants.

Case No. 1:20-cv-456

Hon. Andrea R. Wood

JOINT INITIAL STATUS REPORT

I. Nature of the Case

A. Identify the attorneys of record for each party, including the lead trial 

attorney

Plaintiff Yitzchok Rokowsky is represented by Edward A. Wallace (Wexler Wallace 

LLP); Mark R. Miller (Wexler Wallace LLP); Simon B. Paris (Saltz Mongeluzzi & Bendesky, 

P.C.) (lead trial counsel); Patrick Howard (Saltz Mongeluzzi & Bendesky, P.C.); Charles J. 

Kocher (Saltz Mongeluzzi & Bendesky, P.C.); Lance Rogers (Rogers Castor); and Daniel J. 

Mirarchi (Rogers Castor); Daniel E. Gustafson (Gustafson Gluek PLLC); Raina Borrelli 

(Gustafson Gluek PLLC) and Joshua D. Snyder (Boni, Zack & Snyder, LLC).

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Defendants are represented by Walter C. Carlson (lead trial counsel), Eric S. Mattson,

and Elizabeth Y. Austin, all of Sidley Austin LLP.

B. Parties that have not yet been served

All parties named in the Complaint have been served or executed waiver of service forms.

C. Basis for federal jurisdiction

This Court has jurisdiction under the Class Action Fairness Act, 28 U.S.C. § 1332(d)(2).

The amount in controversy exceeds $5 million, and at least one member of the proposed class is 

a citizen of a different state than at least one defendant. For example, Plaintiff is a citizen of New 

Jersey, while Vericity, Inc. (“Vericity”) is a citizen of Delaware and Illinois.

D. Nature of the Claims Asserted and Major Legal and Factual Issues

The Complaint arises out of a 2019 transaction by which Members Mutual, an Illinois

mutual insurance holding company, converted to a publicly held stock company in a process 

known as a subscription rights conversion. The allegations center on whether the subscription 

rights provided to members of Members Mutual were allocated in a fair and equitable manner

and in compliance with the provisions in the Illinois insurance code governing subscription 

rights conversions. The Complaint alleges that these subscription rights were improperly 

restricted, resulting in (1) violations of the 215 ILCS § 5/59.1; (2) breach of fiduciary duty; (3) 

negligence; (4) breach of contract; and (5) unjust enrichment. Defendants deny each of these 

allegations and have filed a motion to dismiss. The motion asserts that all of Plaintiff’s claims 

are barred by the 30-day statute of limitations, that the claims are an improper collateral attack 

on the Illinois Department of Insurance’s approval of the subscription rights conversion, and 

various other grounds. 

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E. Nature of the Relief Sought

The Complaint seeks certification of a proposed class and declaratory relief.

II. Mandatory Initial Discovery Pilot Project

The parties have read and discussed the Standing Order Regarding Mandatory Initial 

Discovery Pilot Project (the “Pilot Project”). Under the Amended Standing Order regarding the 

Pilot Project, Plaintiff’s mandatory initial discovery responses will be due 30 days after the filing 

of an answer, and each Defendant’s response will be due 30 days after it files its respective

answer. These dates cannot be determined until the Court’s ruling on Defendants’ pending 

motion to dismiss. The parties have agreed to defer discovery until the Court’s ruling.

III. Case Plan

A. Identify all pending motions

The only pending motion is Defendants’ motion to dismiss, which is currently scheduled 

to be fully briefed on July 23, 2020.

B. State whether any defendant anticipates responding to the complaint by 

motion and, if so, the basis for the intended motion.

Defendants have filed a motion to dismiss for failure to state a claim under Federal Rule 

of Civil Procedure 12(b)(6). The motion asserts that the Complaint is barred by the relevant 

statute of limitations, that the Complaint constitutes an improper collateral attack on the decision 

of the Director of the Department of Insurance to approve the subscription rights conversion, and 

that Plaintiff’s breach of fiduciary duty, negligence, breach of contract, and unjust enrichment 

claims each fail to state a claim on a variety of grounds.

C. Proposed Discovery Plan

The parties have agreed that it would be premature to propose a discovery plan before a 

ruling on Defendants’ motion to dismiss. If any claims remain pending after the Court’s ruling 

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on the motion to dismiss, the parties intend to confer and propose a discovery schedule at that 

time. If any claims remain, the parties anticipate written discovery, including interrogatories, 

document requests, requests for admissions, and depositions of parties and third parties, in 

addition to mandatory initial discovery. The parties also anticipate that they may conduct expert 

discovery.

D. State whether there has been a jury demand and the estimated length of the 

trial

Plaintiff has demanded a jury trial. Since it is unknown whether any claims may remain 

for trial and whether any class may be certified, the length of any trial is highly uncertain, but 

may range in length from two days to two weeks.

IV. Settlement

The parties have not discussed settlement and do not believe that a settlement conference 

would be productive at this stage.

V. Consent to Proceed Before a Magistrate Judge

The parties do not consent to proceed before a Magistrate Judge for all matters.

Date: June 8, 2020

By: /s/ Eric S. Mattson

Counsel for Defendants

Walter C. Carlson

Eric S. Mattson

Elizabeth Y. Austin

SIDLEY AUSTIN LLP

One South Dearborn

Chicago, Illinois 60603

Phone: (312) 853-7000

wcarlson@sidley.com

Respectfully submitted,

By: /s/ Patrick Howard

Counsel for Plaintiff

Edward A. Wallace

Mark R. Miller

WEXLER WALLACE, LLP

55 W Monroe St

Suite 3300

Chicago, IL 60603

(312) 346-2222

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emattson@sidley.com

laustin@sidley.com

eaw@wexlerwallace.com

mrm@wexlerwallace.com

SALTZ MONGELUZZI

& BENDESKY, P.C.

Simon B. Paris

Patrick Howard

Charles J. Kocher

1650 Market Street, 52nd Floor

Philadelphia, PA 19013

215.496.8282

215.496.0999 (fax)

Sparis@smbb.com

Phoward@smbb.com

Ckocher@smbb.com

ROGERS CASTOR

Lance Rogers

Daniel J. Mirarchi

26 E. Athens Ave.

Ardmore, PA 19003

610-649-1880

877-649-1880 (fax)

Lance@RogercCastor.com

Dan@RogersCastor.com

GUSTAFSON GLUEK PLLC

Daniel E. Gustafson

Raina Borrelli 

Canadian Pacific Plaza

120 South Sixth Street, Suite 2600

Minneapolis, MN 55402

(612) 333-8844

DGustafson@gustafsongluek.com

RBorrelli@gustafsongluek.com

BONI, ZACK & SNYDER LLC

Michael J. Boni 

Joshua D. Snyder 

15 St. Asaphs Road

Bala Cynwyd, PA 19004 

(610) 822-0200

(610) 822-0206 (fax)

mboni@bonizack.com

jsnyder@bonizack.com

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CERTIFICATE OF SERVICE

I hereby certify that on June 8, 2020, I caused a copy of the foregoing Joint Initial Status 

Report to be filed via the electronic filing system for the U.S. District Court for the Northern 

District of Illinois, which will send a Notice of Electronic Filing to all attorneys of record.

/s/ Elizabeth Austin

ACTIVE 256834509v.7

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