“‘Yes, we want to know the legal guardrails,'” jurors saw in a text message that Peizer sent to company colleagues on Jan. 26, 2021. That demonstrated Peizer “wanted to get it right” and follow all trading rules, Willingham explained.
Peizer acted in good faith when setting up his Rule 10b5-1 trading plans and did so believing Cigna was going to renegotiate its deal with Ontrak, not that it would terminate it, jurors heard. His trading plans also needed pre-approval from Ontrak’s insider trading compliance officer, Brandon LaVerne, who ultimately concluded that the plan wasn’t established using insider information. LaVerne had a crucial role in approving such trading plans, and took his compliance duties seriously, Willingham said.
Furthermore, Peizer waited to enter into his trading plans after Ontrak submitted quarterly earnings reports in May 2021 and August 2021 with the U.S. Securities and Exchange Commission, which disclosed potential material, nonpublic information about Ontrak’s relationship with Cigna, jurors heard.
