Iovin v. Gill

Case 3:21-cv-10264-MGM Document 1 Filed 02/16/21 Page 1 of 36
UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS
CHRISTIAN IOVIN, individually and on behalf of

all others similarly situated,
Plaintiff, C.A. NO. _______________

v.
JURY TRIAL DEMANDED
KEITH PATRICK GILL, MML INVESTORS
SERVICES, LLC, AND MASSACHUSETTS
MUTUAL LIFE INSURANCE CO.
Defendants.
CLASS ACTION COMPLAINT

TABLE OF CONTENTS
I. OVERVIEW OF WRONGDOING .....................................................................................1
II. THE PARTIES.....................................................................................................................3
III. JURISDICTION AND VENUE ..........................................................................................3
IV. FACTS .................................................................................................................................4
A. The Real Keith Gill. .................................................................................................4
B. MML’s and MassMutual’s Obligations To Supervise.............................................6
C. Gill’s Use of Social Media Undermines the Integrity of, and Manipulates,
the Market for GameStop Shares. ............................................................................6
D. Plaintiff’s GameStop Options Transactions...........................................................17
V. CLASS ALLEGATIONS ..................................................................................................18
VI. CLAIMS ............................................................................................................................22
A. COUNT I: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(2)..................................22
B. COUNT II: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(3) ................................24
C. COUNT III: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(4) ...............................25
D. COUNT III: MML AND MASSMUTUAL’S VIOLATION OF 15 U.S.C.

§78i(a) ....................................................................................................................27
E. COUNT IV: GILL’S VIOLATION OF SECTION 10(b) OF THE

EXCHANGE ACT AND RULE 10b-5 (17 C.F.R. §240.10b-5) ..........................28
F. COUNT V: MML AND MASSMUTUAL’S VIOLATION OF SECTION

20(a) OF THE EXCHANGE ACT ........................................................................29
G. COUNT VI: MML AND MASSMUTUAL’S COMMON-LAW

FAILURE TO SUPERVISE ..................................................................................31
VII. DEMAND FOR JUDGMENT...........................................................................................32
VIII. JURY DEMAND ...............................................................................................................33

Plaintiff, Christian Iovin, for himself and all others similarly situated, files this Class
Action Complaint against Defendants, Keith Patrick Gill (“Gill”), MML Investors Services, LLC
(“MML”), and Massachusetts Mutual Life Insurance Company (“MassMutual,” and, together
with Gill and MML, “Defendants”), and avers as follows:
I. OVERVIEW OF WRONGDOING
1. After purchasing a sizeable number of shares in GameStop Corp. (“GameStop”)
at prices around $5 per share, Gill used multiple identities to promote GameStop on written and
video social media. He went by “Roaring Kitty” on YouTube – where cats and kittens are a
favorite subject matter – and on Twitter and “DeepF***ingValue” on Reddit’s WallStreetBets
message board. In order to disguise that the aim of his social-media campaign was simply to
increase the worth of his GameStop shares by creating a demand for the stock, Gill took on the
fake persona of an amateur, everyday fellow, who simply was looking out for the little guy. He
exaggerated and misrepresented the prospects of GameStop and made bold predictions about its
future.
2. Indeed, in order to motivate amateur traders, Gill fashioned himself as a kind of
Robin Hood and characterized securities professionals as villains. Gill slyly targeted large hedge
funds who had shorted GameStop stock as the evil, powerful big boys. He incited a market
frenzy by advocating revenge on the big hedge funds by buying GameStop shares to drive up the
price and “squeeze” short sellers who would be forced to cover their short positions at greatly
inflated prices. Because of Gill’s conduct, in a matter of days, the price of GameStop shares
went up by more than 1,600% to a record $483 a share, causing huge losses for both short sellers
and those who purchased GameStop shares at artificially inflated prices. Gill achieve his
1
objective; he made tens of millions of dollars on his original investment. As Gill’s mother is
quoted as saying, “He always liked money.”1
3. Gill, however, is no amateur (and no Robin Hood). For many years, he actively
worked as a professional in the investment and financial industries. He holds extensive
securities licenses and qualifications, including a securities principal and supervisory
management license and a Charted Financial Analyst license. Indeed, at the time Gill was
inciting the market frenzy with his fake persona, he was licensed by MML as a registered
representative (i.e., a securities broker), and he was employed by MassMutual as a “Financial
Wellness Director.”
4. Gill’s deceitful and manipulative conduct not only violated numerous industry
regulations and rules, but also various securities laws by undermining the integrity of the market
for GameStop shares. He caused enormous losses not only to those who bought option contracts,
but also to those who fell for Gill’s act and bought GameStop stock during the market frenzy at
greatly inflated prices.
5. At the time Gill was engaging in this wrongful conduct, MML and MassMutual
had legal and regulatory obligations to supervise Gill to prevent this very conduct. They failed
to do so even though Gill’s conduct was continuing and highly public.
6. Consequently, this action is brought to remedy Defendants’ egregious conduct
and somewhat restore the integrity of the securities market.
Julia Ambra Verlaine and Gunjan Banerji, Keith Gill Drove the GameStop Reddit Mania.
1
He Talked to the Journal, The Wall Street Journal, https://www.wsj.com/articles/keith-gill-

drove-the-gamestop-reddit-mania-he-talked-to-the-journal-
11611931696?mod=series_gamestopstockmarket (last accessed Feb. 14, 2021).
2
II. THE PARTIES
7. Plaintiff Christian Iovin is a resident of the State of Washington. During the
relevant period, he purchased option contracts on the shares of GameStop.
8. Keith Patrick Gill is a resident of the Commonwealth of Massachusetts and, on
information and belief, resides in Brockton, Massachusetts. During the relevant period, Gill was
associated with both MML, as a registered representative (a securities broker), and MassMutual,
as a “Financial Wellness Director.”
9. MML Investors Services, LLC is incorporated in Massachusetts and
headquartered in Springfield, Massachusetts. MML is a subsidiary of MassMutual, and it is a
broker-dealer registered with the Financial Industry Regulatory Authority, Inc. (“FINRA”).
10. Massachusetts Mutual Life Insurance Company is incorporated in Massachusetts
and headquartered in Springfield, Massachusetts. MassMutual is a financial services company
that provides insurance, retirement, investment, and “financial wellness” products and services.
III. JURISDICTION AND VENUE
11. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C.
§1331 and § 27 of the Exchange Act, 15 U.S.C. § 78aa.
12. This Court has jurisdiction over each individual and/or corporate Defendant
named herein, as each has sufficient minimum contacts with this District so as to render the
exercise of jurisdiction by the District Court permissible under traditional notions of fair play and
substantial justice.
13. Venue is proper in this District pursuant to § 27 of the Exchange Act, 15 U.S.C.
§ 78aa and 28 U.S.C. § 1931(b).
14. In connection with the conduct described herein, Defendants, directly or
indirectly, used the means and instrumentalities of interstate commerce.
3
IV. FACTS
A. The Real Keith Gill.
15. For more than ten years, Gill has actively worked as a professional in the
investment and financial industries. He holds the following securities licenses and
qualifications:
a. Investment advisor license (Series 65) since 2/22/2012;
b. Commodity futures and options broker license (Series 3) since 1/10/2013;
c. Securities broker license (Series 7) since 7/5/2016;
d. Securities broker license (Series 65) since 7/29/2016;
e. Securities principal and supervisory management license (Series 24) since

4/6/2017; and
f. Chartered Financial Analyst (considered the highest level of legal and

regulatory recognition of finance-related qualifications).
16. Gill’s various licenses permit him to sell and trade in a variety of securities,
including options. Additionally, his Series 24 license qualifies him to be a principal of a broker
dealer and to supervise other brokers to ensure their compliance with applicable securities laws,
regulations, and rules. Unquestionably, Gill holds extensive licenses in the securities industry,
understands sophisticated aspect of the securities industry, including the markets, and has
extensive knowledge of the securities laws and regulations.
17. Based on public records and information, Gill further has extensive experience
working as a securities professional:
a. From July 2010 through March 2019, Gill was President of Debris Publishing,
Inc. (“Debris”), which provided financial software to research and portfolio
management companies and persons. Debris touted a product called “Quuve”
that supposedly was “the world’s first fully customizable web-based
investment management ecosystem for professional investors” and
“empowers investors to tailor institutional-level financial tools in ways that
accommodate their idiosyncratic investment style.”
4
b. From April 2012 through December 2014, Gill was licensed with Lucidia,
LLC, a registered investment advisor firm, as a registered investment advisor.
c. From April 2016 through April 2017, Gill was an “Investment Operations
Analyst” for LexShares, Inc., the business of which included financing
commercial litigation.
d. From July 2016 through April 2017, Gill was registered with FINRA-member
firm Wealthforce Securities, LLC as, on information and belief, a registered
representative (a securities broker).
e. From March 2019 through January 28, 2021, Gill was employed by
MassMutual as a “Financial Wellness Director.”
f. From April 2019 through January 28, 2021, Gill also was registered as a
registered representative (a securities broker) with MML.
18. As a licensed securities professional, including the period he was licensed by and
associated with MML and MassMutual, Gill was obligated to follow various securities laws,
Securities and Exchange Commission (“SEC”) rules and regulations, and FINRA rules. For
example, the FINRA rules applicable to Gill include:
a. Rule 2010 requires Gill to conduct his business in observance of “high

standards of commercial honor and just and equitable principles of trade.”
b. Rule 2020 prohibits Gill from inducing “the purchase or sale of[] any security
by means of manipulative, deceptive or other fraudulent device or
contrivance.”
c. Rule 2111 requires Gill only to recommend a security that is suitable for the
recipient of the communication.
d. Rule 2210 requires that Gill’s communications with the public, including on
social media, (i) are based on principles of fair dealing and good faith, must
be fair and balanced, and must provide a sound basis for evaluating the facts
in regard to any particular security or type of security, industry, or service, (ii)
not omit any material fact or qualification if the omission, in light of the
context of the material presented, would cause the communication to be
misleading, (iii) not contain any false, exaggerated, unwarranted, promissory,
or misleading statement or claim in any communication, (iv) be clear and not
misleading within the context in which they are made, and that they provide
balanced treatment of risks and potential benefits, (v) must provide details and
5
explanations appropriate to the audience to which the communication is

directed, (vi) must not bury material information in footnotes, and (vii) must
not include a prediction or forecast of future performance or make
exaggerated or unwarranted claims or forecasts.
e. Rule 3210 prohibits Gill from having accounts with brokerage firms other
than the firm with whom he is licensed without the permission of the licensing
firm.
B. MML’s and MassMutual’s Obligations To Supervise.
19. MML and MassMutual had the obligation to supervise Gill’s activities concerning
securities and the securities markets.
20. For example, during the period that Gill was licensed with MML and employed
by MassMutual, MML and MassMutual had the duty, under SEC regulations, FINRA rules, and
pertinent law, to supervise Gill concerning his compliance with applicable securities laws and
regulations and with applicable FINRA rules, including those listed above.
21. Moreover, MML’s and MassMutual’s obligation to supervise Gill extends to his
use of social media and his compliance with the laws, regulations, and rules that apply to
licensed securities professionals, including those laws, rules, and regulations governing
communications to the public regarding securities.
C. Gill’s Use of Social Media Undermines the Integrity of, and Manipulates, the
Market for GameStop Shares.
22. To orchestrate the manipulation of GameStop stock, Gill created a far-reaching
and wildly successful social media campaign in the year leading up to the surge in GameStop
shares.
23. The seeds of an idea Gill proliferated to his now hundreds of thousands of
followers—namely, to exponentially drive up the price of GameStop shares—would ultimately
germinate into a lucrative windfall for himself, at the expense of Plaintiff and the Class
Members.
6
24. Indeed, Gill has been rightfully characterized as “[t]he investor who helped direct
the world’s attention to GameStop, leading a horde of online followers in a bizarre market rally
that made and lost fortunes from one day to the next,” and “the force behind the quadruple-digit
gains in shares of the videogame retailer GameStop[.]” 2
25. It was Gill’s “advocacy” that, according to many online investors, “helped turn
them into a force powerful enough to cause big losses for established hedge funds and, for the
moment, turn the investing world upside down.” 3
26. Mr. Gill’s online persona—he goes by “Roaring Kitty” on YouTube and Twitter
and “DeepF***ingValue” (“DFV”) on Reddit—has “drawn tens of thousands of fans and
copycats who share screenshots of their own brokerage accounts.” 4
27. Gill’s legion of fans were either unaware or unconcerned that they were
collectively acting to manipulate the price of GameStop shares.
28. Gill’s advocacy took many forms, including through content generated on the
social media websites Reddit, YouTube, and Twitter.
29. Gill’s conduct violated numerous securities laws and industry regulations and
rules, including those sets forth in this Class Action Complaint.
Gill Incited Reddit Users on the “WallStreetBets” Forum.
30. The run on GameStop shares was, in large part, a direct result of Gill’s influence
in an internet forum hosted on the website “Reddit” known as “WallStreetBets” (“WSB”).
31. WSB has been characterized as a place “where like-minded people could gather to
exclusively discuss the type of trades that would make a financial adviser’s skin crawl. Their
2
Id.
3
Id.
4
Id.
7
approach would be more akin to gambling than spreadsheet analysis, and their motto something
along the lines of ‘YOLO,’ short for “you only live once.” 5
32. Indeed, “[t]hat ethos on WallStreetBets not only encourages risky trades, but also
trading the entirety of your net worth or portfolio in a single risky trade.” 6  
33. Despite its cavalier approach toward investing, the WSB community has an
undeniable influence on the financial markets—as the meteoric rise in the price of GameStop
shares illustrates.
34. “These guys can move markets,” said Jeremy Blackburn, an assistant professor of
computer science at Binghamton University who studies extremist communities on the web.
“That's a huge deal.”7
35. Currently, the WSB forum has approximately 9 million followers (self-described
as “Degenerates”).8
36. By catering to the WSB community, Gill was able to achieve his objectives to the
tune of, on paper, approximately $48 million.
37. Approximately one year ago, Gill first began posting his positions in GameStop
under his “DeepF***kingValue” (“DFV”) moniker. Specifically, he shared a screenshot of his
E*trade account, depicting how many shares and option contracts he had purchased, the value of
5
Id.
6
Jon Sarlin, Inside the Reddit army that’s rushing Wall Street, CNN Business,
https://www.cnn.com/2021/01/29/investing/wallstreetbets-reddit-culture/index.html (last
accessed Feb. 14, 2021).
7
Id.
8
https://www.reddit.com/r/wallstreetbets/ (last accessed Feb. 14, 2021).
8
his holdings, and when his option contracts were set to expire. 9 In effect, Gill was opening his
playbook, so to speak, for all to emulate his position.
38. Over the next several months, Gill would post a “month-end update” revealing
how the value of his positions fluctuated during the preceding period. Gill posted more
frequently as the price of GameStop shares increased.
39. While initially met with skepticism, Gill’s posts garnered a cult-like following,
and he eventually was ordained a messianic figure within the WSB community.
40. For example, in a December 23, 2020, post, when the value of GameStop was
roughly $20 a share, Gill represented that his initial GameStop investment stood at
approximately 3.7 million dollars:
41. As contemplated by Gill, various WSB users said that it was Gill’s “updates” that
caused them to purchase shares of their own:
9
https://www.reddit.com/r/wallstreetbets/comments/d1g7x0/hey_burry_thanks_a_lot_for_jac
king_up_my_cost/ (last accessed Feb. 14, 2021).
9
42. Over the next several weeks, Gill continued to galvanize the WSB community. In
a January 5, 2021, post detailing the value of his holdings, WSB users continued to say with
increasing frequency that Gill was the catalyst for their purchase of GameStop shares: 10
43. Gill’s posts continued and, consequently, the mania for GameStop shares reached
a fever pitch. “As the GameStop frenzy peaked . . . hundreds of thousands of new investors
downloaded applications like Robinhood to join the action, according to Apptopia Inc.” 11
44. The value of Gill’s holdings appear to have crested on January 27, 2021. At this
time, Gill represented to the WSB community that, on paper, the value of his holdings was worth
approximately $48 million dollars:
10
https://www.reddit.com/r/wallstreetbets/comments/kr7s30/gme_yolo_update_jan_5_2021/
(last accessed Feb. 14, 2021).
11
Id.
10
45. Gill’s January 27, 2021, post, which was “liked” or “upvoted” approximately
200,000 times, is replete with WSB users’ recounting how Gill encouraged them not only to buy
GameStop shares, but further inspired them to hold their shares so as to manipulate the market
into ensuring a loss for those holding short positions:
11
Gill Actively Recruited Traders on YouTube.
46. On July 13, 2020, Gill began posting videos on YouTube under the moniker
“Roaring Kitty.” Gill’s initial video stated that his “channel revolves around educational live
streams where I share my daily routine of tracking stocks and performing investment research.” 12
47. In his videos, Gill adorns a headband and cat-themed clothing items. Despite his
disarming appearance, Gill’s videos reveal that he was a highly sophisticated and calculated
investor—consistent with his numerous financial certifications. For example, in a nearly two-
hour YouTube video dated July 13, 2020, Gill educates his viewers with an array of financial
spreadsheets containing hundreds of metrics and financial calculations Gill purportedly relies
upon prior to making an investment.13
48. Though Gill claimed to have been focused on appraising stocks generally, he had
one target in his crosshairs: GameStop. Only two weeks after starting his channel, Gill posted an
approximately hour-long video on July 27, 2020, titled “100%+ short interest in GameStop stock
(GME) – fundamental & technical deep value analysis.”14 In this video, Gill pushed investment
in GameStop on his viewers and directed their attention to the possibility that GameStop shares
were ripe for a “short squeeze.”
49. Over the ensuing months, Gill began uploading videos concerning GameStop
with increasing frequency. Of the 80 videos uploaded to Gill’s YouTube channel, at least 56
concerned GameStop specifically.
12
Roaring Kitty – Live Stream Launch, https://www.youtube.com/watch?v=UNqqeXJxaf8
(last accessed Feb. 14, 2021).
13
Roaring Kitty – Tools Part 3 of 3, https://www.youtube.com/watch?v=7wjWnMcdnlQ (last
accessed Feb. 14, 2021).
14
100%+ short interest in GameStop stock (GME) – fundamental & technical deep value
analysis, https://www.youtube.com/watch?v=GZTr1-Gp74U (last accessed Feb. 14, 2021).
12
50. Tellingly, a significant number of Gill’s videos over this period targeted
institutional hedge funds by specifically referencing a “short squeeze”—a situation where those
who have taken a short position on the price of a stock are obligated to purchase the stock on the
open market, facilitating a scramble to purchase shares, resulting in a sharp upward pressure on
the stock’s price15:
 “5 reasons GameStop stock (GME) is a roach not a cigar butt a la Warren Buffett
& could short squeeze” (August 4, 2020)
 “The Big Short SQUEEZE from $5 to $50? Could GameStop stock (GME)
explode higher?? Value investing!” (August 21, 2020)
 “GameStop Q2 earnings 9/9 will Ryan Cohen BUY MORE GME STOCK before
then? Value investing live stream” (September 2, 2020)
 “GameStop up 136% since 7/31. Has the short squeeze in GME stock kicked
off?!” (September 21, 2020)
 “Ryan Cohen ADDS to his GameStop stake & wants to take on AMAZON! Is a
GME stock short squeeze afoot?” (September 23, 2020)
 “GameStop holds $10 level to start week. Do GME stock longs now control the
short squeeze narrative?” (September 30, 2020)
 “GameStop pops 50% to above 14. Has the GME stock short squeeze kicked
off?!” (October 9, 2020)
 “GameStop ends week over $9 for 3rd week in a row. Could GME stock short
squeeze off this higher base?” (October 5, 2020)
 “GameStop shorts rise to a stunning 141% of the float, raising the odds of a GME
stock short squeeze” (October 14, 2020)
 “GameStop ends week @ $15! $1 billion market cap in sight. Could that cause a
GME stock short squeeze?” (October 26, 2020)
15
Cory Mitchell, Short Squeeze, Investopedia,
https://www.investopedia.com/terms/s/shortsqueeze.asp (last accessed Feb. 14, 2021).
13
 GameStop Maguire - r/wallstreetbets, GME stock, Ryan Cohen, Michael Burry,

Big Short, short squeeze (November 26, 2020)
 GME stock tops 19, highest intraday price in ~3yrs! Could Q3 run-up trigger
GameStop short squeeze? (December 2, 2020)
 GME stock target raised from 10 to 19 by Telsey! GameStop holds 16 range.

Short squeeze potential?! (December 4, 2020)
 GameStop rockets thru 30 on major volume! Has GME stock short squeeze
started?! ALL HAIL RYAN COHEN! (January 13, 2021)
 GameStop cracks 45. Could news of Ryan Cohen's strategy trigger a GME short
squeeze? (January 19, 2021)
51. On January 22, 2021, the volume of GameStop shares traded reached an
astonishing 196 million – the highest daily average in the history of the company.
52. That same day, Gill uploaded a video “thanking” his viewers, titled, “GameStop
closes at 65, up 1500% since July 2020. What a ride. Cheers, and thank you to everyone!” 16
Gill has, at the time of filing this Class action Complaint, ceased uploading videos to his
YouTube channel.
53. As of February 14, 2021, Gill has approximately 415,000 subscribers to his
YouTube channel.
Gill Actively Recruited Traders on Twitter.
54. Gill also maintained an active Twitter account to further propagate a run on
GameStop shares.
55. From July 18, 2020, to the present, Gill tweeted 707 times. Approximately all of
Gill’s tweets concerned GameStop, and accordingly tagged “$GME” (i.e., GameStop’s stock
ticker symbol) to draw attention further to his tweets.
16
https://www.youtube.com/watch?v=bmwx78rF1xo (last accessed Feb. 14, 2021).
14
56. Gill’s tweets during this period were ostensibly calculated to aggressively push
his “bull”17 thesis. In particular, Gill’s tweets fostered unfounded optimism that the price of
GameStop was poised to dramatically increase, or directed Twitter users to his YouTube
channel, where he advocated the same:
17
A “bull” is “an investor who thinks the market, a specific security, or an industry is poised
to rise. Investors who adopt a bull approach purchase securities under the assumption that
they can sell them later at a higher price. Bulls are optimistic investors who are attempting to
profit from the upward movement of stocks, with certain strategies suited to that theory.” James
Chen, Bull, Investopedia, https://www.investopedia.com/terms/b/bull.asp (last accessed Feb. 14,
2021).
15
57. At the same time, Gill constantly targeted those taking a “short” position against
GameStop (i.e., those who believed the price of GameStop shares were likely to decline in value
or otherwise fail to appreciate), especially institutional hedge funds. In particular, he questioned
the ability of short sellers to cover their positions, improperly speculating that those investors
were at risk of significant financial losses:
16
58. Moreover, Gill explicitly alluded to a “short squeeze” of GameStop shares:
59. As of February 14, 2021, Gill has approximately 158,300 Twitter followers.
D. Plaintiff’s GameStop Options Transactions.
60. Unaware of Gill’s deceitful social media communications, Plaintiff used
approximately $200,000 in collateral to sell call option contracts for GameStop shares when the
stock was below $100.
17
61. Plaintiff sold call option contracts (representing 2,000 shares) at a strike price of
$100 on January 26, 2021 with expiration date of January 19,2021, while Gill’s manipulative
social media conduct drove the market for GameStop shares into an unjustified frenzy (above
$400).
62. Plaintiff made these transactions relying on the integrity of the market for
GameStop shares.
63. Because of the market frenzy caused by Gill’s manipulative conduct and MML’s
and MassMutual’s failure to supervise, Plaintiff was forced to “cover” the options contracts by
purchasing back offsetting GameStop options contracts representing Gamestop shares at
unwarrantedly and unprecedented inflated prices of $300 and $315 unmoored to the true value of
GameStop shares, causing Plaintiff to incur substantial loses.
V. CLASS ALLEGATIONS
64. Plaintiff brings this lawsuit as a class action on behalf of himself and all other
Class Members similarly situated under Rules 23(a) and (b)(2), (b)(3), or (c)(4) of the Federal
Rules of Civil Procedure. This action satisfies the numerosity, commonality, typicality,
adequacy, predominance, and superiority requirements of those rules.
65. Under Rules 23(a); (b)(2); and (b)(3) of the Federal Rules of Civil Procedure,
Plaintiff, by this action, seeks to certify and maintain it as a class action on behalf of himself and
a Nationwide Class, as defined below, or, in the alternative, for statewide State Classes, as
defined below.
66. Plaintiffs seek a Nationwide Class (or State Classes) for damages under Rule
23(b)(3) of the Federal Rules of Civil Procedure for all those individuals and entities who during
the period of January 22, 2021 through February 2, 2021 (the “Class Period”), (i) either (a)
purchased GameStop shares (b) purchased back an option on GameStop shares, (c) had an option
18
for GameStop shares called away from them, (d) purchased GameStop shares to cover a short
position, or (e) had their options expire, and (ii) suffered losses as a result of any transactions
identified by clauses (a)-(e).
67. Excluded from the proposed Nationwide Class are: (1) Defendants and their legal
representatives, officers, directors, assigns, and successors; (2) the Judge to whom this case is
assigned and the Judge’s immediate family and the Judge’s staff; and (3) governmental entities.
Plaintiff reserves the right to amend the Nationwide Class definition if discovery and further
investigation reveal that the Nationwide Class should be expanded, divided into subclasses, or
modified in any other way.
Numerosity
68. Although the exact number of Class Members is uncertain and can only be
ascertained through appropriate discovery, the number is great enough so that the joinder of
parties plaintiff is impracticable.
69. On information and belief, the number of options traded during the class period
numbered well into hundreds of thousands per day. 18
70. The disposition of the claims of these Class Members in a single action will
provide substantial benefits to all parties and to the Court.
Typicality
71. Plaintiff’s claims are typical of the claims of Class Members in that Plaintiff, like
all Class Members, was injured and suffered damages from the manipulation of GameStop stock
caused by, or resulting from, Defendants’ misconduct. Furthermore, the factual bases of
18
Andrew Bary, GameStop Bears are Turning to the Options Market, Barron’s,
https://www.barrons.com/articles/gamestop-bears-are-turning-to-the-options-market-
51611867452 (last accessed Feb. 14, 2021).
19
Defendants’ misconduct are common to all Class Members and represent a common thread of
misconduct resulting in injury to all Class Members.
Adequate Representation
72. Plaintiff will fairly and adequately represent and protect the interests of the Class
Members. Plaintiff has retained counsel with substantial experience in prosecuting securities
class actions.
73. Plaintiff and his counsel are committed to vigorously prosecuting this action on
behalf of Class Members, and they have the financial resources to do so. Neither Plaintiff nor
his counsel have interests adverse to those of Class Members.
Predominance of Common Issues
74. There are numerous questions of law and fact common to the Plaintiff and the
Class Members that predominate over any question affecting only individual Class Members, the
answers to which will advance resolution of the litigation as to all Class Members. These
common legal and factual issues include, but are not necessarily limited to:
a. Whether Gill violated 15 U.S.C. §78i(a) through his transactions in and
deceptive promotion of GameStop stock, which was intentionally designed to
induce other persons, particularly users of Reddit’s “WallStreetBets” forum
and followers of Gill’s YouTube channel, to purchase additional shares of
GameStop.
b. Whether Plaintiff and the Class Members have a private right of action under
15 U.S.C. §78i(f) against Gill
c. Whether MML and MassMutual directly or indirectly facilitated and enabled
Gill’s manipulative activity and violations of 15 U.S.C. §78i(a).
20
d. Whether Gill: (i) employed devices, schemes, and artifices to defraud; (ii)
made untrue statements of material fact or omitted to state material facts
necessary to make the statements not misleading; and (iii) engaged in acts,
practices, and a course of business that operated as a fraud and deceit upon the
purchasers of GameStop’s options and in violation of Section 10(b) of the
Securities Exchange Act and Rule 10b-5 promulgated thereunder.
e. Whether Gill violated Section 9 and Section 10(b) of the Securities Exchange
Act and Rule 10b-5 by his acts or omissions as alleged in this Class Action
Complaint.
f. Whether by virtue of MML’s and MassMutual’s failure to abide by its
supervision obligations and responsibilities, MML and MassMutual are liable
under Section 20(a) of the Securities Exchange Act as a “control person” of
Gill, the primary violator.
g. Whether Plaintiff and the Class Members are entitled at common law to the
damages they sustained as a result of MML’s and MassMutual’s failure to
adequately supervise Gill’s manipulative activities, as well as their costs and
attorneys’ fees.
Superiority
75. Plaintiff and the Class Members have all suffered and will continue to suffer harm
and damages as a result of the manipulation of GameStop stock caused by, or resulting from,
Defendants’ misconduct. A class action is superior to other available methods for the fair and
efficient adjudication of this controversy.
21
76. Absent a class action, most Class Members would likely find the cost of litigating
their claims prohibitively high and would therefore have no effective remedy at law. Because of
the size of the individual Class Members’ claims (compared to the cost of litigation), it is likely
that only a few Class Members could afford to seek legal redress for Defendants’ misconduct.
77. Class treatment of common questions of law and fact would also be a superior
method to multiple individual actions or piecemeal litigation in that class treatment will conserve
the resources of the courts and the litigants, and it will promote consistency and efficiency of
adjudication.
VI. CLAIMS
A. COUNT I: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(2)
78. Plaintiff incorporates the allegations in paragraphs 1-77 as if restated here.
79. The Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §78i(a)(2),
prohibits persons, directly or indirectly, from effecting, alone or with one or more other persons,
a series of securities transactions that create actual or apparent active trading in the security, or
that raise or depress the price of that security, for the purpose of inducing the purchase or sale of
the security by others.
80. Gill violated §78i(a)(2) through his transactions in, and deceptive promotion of,
GameStop stock, which were intentionally designed to induce other persons, particularly users of
Reddit’s “WallStreetBets” forum and followers of Gill’s YouTube channel, to purchase
additional shares of GameStop.
81. Gill’s direct and indirect actions in trading and promoting GameStop shares were
designed to manipulate an increase in the price of the stock by deceptively using a “Robin
Hood”-like persona to both induce “long” traders to purchase the stock and force “short”
investors to also purchase GameStop shares to cover their short positions.
22
82. Gill’s conduct thus had a compounding effect of inducing or forcing other traders
to purchase GameStop shares in a distorted and irrational manner.
83. Gill’s conduct, directly or indirectly, caused enormous volatility in the trading of
GameStop shares.
84. Gill’s conduct, directly or indirectly, caused GameStop’s market capitalization to
spike sharply over the course of days before, predictably, it cratered.
85. Other traders and national news publications have confirmed that Gill’s conduct
incited a concerted effort among himself and unaffiliated traders to manipulate and drive up the
price of GameStop shares solely to “squeeze” short sellers and achieve a nominal price for the
shares that was entirely untethered to any underlying fundamental value.
86. Gill accomplished all of this while maintaining his status as a FINRA-regulated
broker affiliated with MML MassMutual and ignoring the fact he was violating numerous
industry and securities rules and regulations.
87. By using a false identity, Gill failed to disclose his position as a regulated
securities broker and industry insider and was able to mislead his media audience with his “every
man” act and vilify securities industry professionals to incite his media audience to purchase
GameStop shares so he himself could reap large profits.
88. Gill’s transactions in GameStop securities and associated conduct in actively
touting strategies for trading the stock, directly or indirectly induced the sale or purchase of
GameStop securities by others.
89. Gill intended to induce trading in GameStop securities.
90. Gill sought to increase the value of his interest in GameStop stock.
23
91. Plaintiff and the Class Members were participants in the market for GameStop
securities and relied on the proper, fair, and non-manipulative functioning of that market.
92. Plaintiff and the Class Members were forced to close or cover their positions in
GameStop securities at a massive loss as a result of Gill’s conduct, while others purchased at
artificially inflated prices in reliance on what was an unlawfully manipulated market.
93. Plaintiff and the Class Members purchase or sale prices were unlawfully affected
by Gill’s conduct.
94. Plaintiff and the Class Members have a private right of action under 15 U.S.C.
§78i(f) against Gill because he willfully participated in transactions that violated §78i(a) as
described above and because Plaintiff and the Class Members purchased or sold GameStop
securities at a price that was affected by Gill’s conduct.
95. Plaintiff and the Class Members are entitled to the damages they sustained as a
result of Gill’s manipulative activity, as well as their costs and attorneys’ fees.
B. COUNT II: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(3)
97. Gill is a registered and licensed broker.
98. Gill, through his conduct described above, induced others to purchase or sell
GameStop securities.
99. Gill affected that inducement through the circulation or dissemination in the
ordinary course of information about GameStop’s stock and its likely price trajectory for the
purpose of affecting the price of the stock.
100. Gill routinely posted information about GameStop stock performance on his
various social media accounts in a direct or indirect attempt to induce coordinated market
activity.
24
101. Gill’s communications and representations about the likely trajectory of
GameStop securities’ prices were based on the market operations of traders, including himself
and his social media followers, which were conducted for the purpose of acting collectively to
raise the price of GameStop’s securities artificially.
102. Gill assumed a deceptive “Robin Hood”-like persona on social media to portray
himself as an outsider trying to take on several large hedge funds. In reality, he was a
sophisticated and credentialed securities broker seeking to enrich himself.
103. As a result of Gill’s conduct and Plaintiff and the Class Members’ reliance on
what ultimately was an unlawfully manipulated market, Plaintiff and the Class Members either
were forced to close or cover their positions in GameStop securities at a massive loss or purchase
GameStop shares at artificially inflated prices.
104. Plaintiff and the Class Members’ purchase or sale prices were unlawfully affected
by Gill’s conduct.
C. COUNT III: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(4)
108. Gill is a registered and licensed broker.
109. Gill engaged in numerous communications over social media and other platforms
designed to influence the price of GameStop securities.
25
110. Gill intended to induce coordinated action among himself and other traders to
manipulate the price of GameStop securities.
111. Gill intended to induce the purchase or sale of GameStop securities.
112. Gill induced the purchase or sale of GameStop securities through his social media
communications, which were false and misleading as to material facts, including failing to
disclose that Gill was a professional, registered, licensed broker.
113. Gill knew or had reasonable grounds to believe his communications were false or
misleading as to material facts.
114. As a licensed and registered broker, Gill is bound to adhere to the rules and
regulations of FINRA, which are approved and adopted by the SEC.
115. Gill’s communications regarding GameStop stock were false or misleading for the
additional reason that, in making them, Gill failed to adhere to the rigorous standards required by
FINRA, including its standards of commercial honor.
116. Gill assumed a deceptive “Robin Hood”-like persona on social media to portray
himself as an outsider trying to take on several large hedge funds. In reality, he was a
sophisticated and credentialed securities broker seeking to enrich himself.
117. Plaintiff and the Class Members’ purchase or sale prices for GameStop securities
were unlawfully affected by Gill’s conduct.
26
D. COUNT III: MML AND MASSMUTUAL’S VIOLATION OF 15 U.S.C. §78i(a)
121. Defendant MML is a registered broker-dealer subject to regulation by FINRA.
122. Defendant MML is obligated to adhere to the rules and regulations promulgated
by the SEC and by FINRA in addition to the Federal securities laws.
123. At all relevant times, Gill was associated with MML and MassMutual as an
employee, associated person, and registered broker.
124. MML and MassMutual had an obligation to supervise and oversee Gill.
125. For example, FINRA Rule 3110 required MML to “establish and maintain a
system to supervise the activities of each associated person that is reasonably designed to achieve
compliance with applicable securities laws and regulations, and with applicable FINRA rules.”
126. MML and MassMutual were required to implement systems to monitor Gill’s
securities-related communications, including his social media communications.
127. MML and MassMutual failed to adequately supervise Gill by, among other
things, allowing him to engage in stock touting (actively encouraging others to purchase a
security), pooling (coordinating securities purchases with other market participants), and other
manipulative activities.
128. MML and MassMutual failed to adequately supervise Gill by allowing him to
engage in extensive social media communications and other activities designed to manipulate
and artificially inflate the market for GameStop securities.
27
129. By failing to adhere to its own supervision obligations, MML and MassMutual
directly or indirectly facilitated and enabled Gill’s manipulative activity and violations of 15
U.S.C. §78i(a).
130. By failing to adhere to its own supervision obligation, MML and MassMutual
willfully participated in Gill’s manipulative activity and violations of 15 U.S.C. §78i(a).
131. As a result, MML and MassMutual are liable for Gill’s unlawful and manipulative
activity under 15 U.S.C. §78i(f).
132. Plaintiff and the Class Members’ purchase or sale prices for GameStop securities
were unlawfully affected by Gill’s conduct.
result of MML and MassMutual’s activity, as well as their costs and attorneys’ fees.
E. COUNT IV: GILL’S VIOLATION OF SECTION 10(b) OF THE EXCHANGE

ACT AND RULE 10b-5 (17 C.F.R. §240.10b-5)
136. During the Class Period, Gill disseminated or approved the materially false and
misleading statements specified above, which he knew were misleading, or disregarded whether
they were misleading, because the statements contained material misrepresentations and failed to
disclose material facts necessary in order to make the statements not misleading.
137. Gill: (a) employed devices, schemes, and artifices to defraud; (b) made untrue
statements of material fact or omitted to state a material fact necessary to make the statements, in
28
the light of the circumstances in which they were made, not misleading; and (c) engaged in acts,
practices, and a course of business which operated as a fraud or deceit upon Plaintiff and the
Class and other purchasers of GameStop’s stock during the Class Period.
138. Gill induced the purchase or sale of GameStop securities through his social media
communications, which were false and misleading, including his representations about the
prospects of GameStop, his fake persona, and his staged communications.
139. Gill knew or had reason to believe that his communications were false or
misleading.
140. As a licensed and registered broker, Gill is bound to adhere to the rules and
regulations of FINRA, which are approved and adopted by the SEC through its regulatory
authority.
141. Gill’s communications regarding GameStop stock were false or misleading for the
additional reason that, in making them, Gill failed to adhere to the rigorous standards required by
FINRA including its standards of commercial honor.
142. Plaintiff and the Class Members have suffered damages in that, in reliance on the
integrity of the market, they paid artificially inflated prices for GameStop’s securities. Plaintiff
and the Class Members would not have purchased GameStop’s securities at the prices they paid,
or at all, had they known that the market prices were falsely and artificially inflated by Gill’s
misleading statements.
F. COUNT V: MML AND MASSMUTUAL’S VIOLATION OF SECTION 20(a) OF

THE EXCHANGE ACT
29
145. During the Class Period, Gill, as an employee, associated person, and licensed and
registered broker of MML and MassMutual, directly or indirectly participated in MML’s and
MassMutual’s business affairs.
146. As an employee, associated person, and a licensed and registered broker of MML,
which is a registered broker-dealer subject to regulation by FINRA, and of MassMutual, Gill had
a duty to disseminate truthful and accurate information to the market on behalf of MML and
MassMutual, and MML and MassMutual had an obligation to adequately supervise Gill.
147. In particular, Gill had direct and unfettered access to the market as a registered
broker and a representative of MML and MassMutual, and MML and MassMutual are therefore,
presumed to have had the power or control or to influence the particular transactions giving rise
to the securities violations alleged here, and they were obligated to exercise the same.
149. Defendants MML and MassMutual was required to implement systems to monitor
Gill’s securities-related communications, including his social media communications.
things, allowing him to engage in stock touting, pooling, and other manipulative activities.
151. MML and MassMutual failed to supervise Gill by allowing him to engage in
extensive social media communications and other activities designed to manipulate and
artificially inflate the market for GameStop securities.
152. As set forth above, Gill violated Section 9 and Section 10(b) of the Exchange Act
and Rule 10b-5 promulgated thereunder by his acts or omissions as alleged in this Class Action
30
Complaint. By virtue of MML and MassMutual’s failure to abide by its supervision obligations
and responsibilities, MML and MassMutual are liable under Section 20(a) of the Exchange Act,
15 U.S.C. §78t(a), as a “control person” of Gill, the primary violator.
153. Plaintiff and the Class Members are entitled to the recover damages from MML
and MassMutual that they sustained as a result of Gill’s manipulative activities and MML and
MassMutual’s control-person liability, as well as their costs and attorney’s fees.
G. COUNT VI: MML AND MASSMUTUAL’S COMMON-LAW FAILURE TO

SUPERVISE
155. MML, a registered broker-dealer subject to regulation by FINRA, and
MassMutual were required to supervise and oversee the activities of Gill as discussed in detail
above.
157. MML and MassMutual were required to implement systems to monitor Gill’s
securities-related communications, including his social media communications.
things, allowing him to engage in stock touting, pooling, and other manipulative activities.
159. MML and MassMutual failed to adequately supervise Gill by allowing him to
engage in extensive social media communications and other activities designed to manipulate
and artificially inflate the market for GameStop securities.
31
160. MML and MassMutual had reason to know of Gill’s activities due to Gill’s
routine use of multiple social media accounts, where he made material misrepresentations or
omissions about the value of GameStop’s securities in order to artificially inflate prices.
161. As a result, Plaintiff and the Class Members were harmed by initiating both
“long” and “short” positions based on MML’s and MassMutual’s failure to adequately supervise
Gill’s deceptive, coordinated market manipulation.
162. Plaintiff and the Class Members are entitled to the damages that they sustained as
a result of MML and MassMutual’s failure to adequately supervise Gill’s manipulative activities,
as well as their costs and attorneys’ fees.
VII. DEMAND FOR JUDGMENT
163. WHEREFORE, the plaintiff, on behalf of himself and the proposed class,
respectfully demands that this Court:
a. Determine that this action may be maintained as a class action pursuant to

Federal Rules of Civil Procedure 23(a) and (b)(3), and direct that reasonable
notice of this action, as provided by Federal Rule of Civil Procedure 23(c)(2),
be given to the class, and declare the plaintiff as the representative of the
class;
b. Enter judgment against the defendants and in favor of the plaintiff and the
class;
c. Award the class compensatory and punitive damages against all defendants,
jointly and severally, in an amount to be determined at trial, including pre-
and post-judgment interest thereon;
d. Award the plaintiff and the class their costs of suit, including reasonable
attorneys’ fees as provided by law; and
e. Award such further and additional relief as the case may require and the Court
may deem just and proper under the circumstances.
32
VIII. JURY DEMAND
164. Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the plaintiff, on
behalf of himself and the proposed class, demands a trial by jury on all issues so triable.
Dated: February 16, 2021 Respectfully submitted,
/s/ Thomas M. Sobol

Thomas M. Sobol
HAGENS BERMAN SOBOL SHAPIRO LLP
55 Cambridge Parkway, Suite 301
Cambridge, MA 02142
Tel: 617-482-3700
Fax: 617-482-3003
[email protected]
Steve W. Berman (pro hac vice forthcoming)

1301 Second Ave., Suite 2000
Seattle, WA 98101
Tel: 206-623-7292
Fax: 206-623-0594
[email protected]
Reed Kathrein (pro hac vice forthcoming)

715 Hearst Ave., Suite 202
Berkeley, CA 94710
Tel: 510-725-3000
Fax: 510-725-3001
[email protected]
THE MILLER LAW FIRM, P.C.

E. Powell Miller (pro hac vice forthcoming)
Sharon S. Almonrode (pro hac vice forthcoming)
950 West University Drive, Suite 300
Rochester, MI 48307
Tel: 248-841-2200
[email protected]
[email protected]
HONIGMAN LLP
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226-3506
Tel: 313-465-7000
Of Counsel
33
CERTIFICATE OF SERVICE
I, Thomas M. Sobol, certify that, on this date, the foregoing document was filed
electronically via the Court’s CM/ECF system, which will send notice of the filing to all counsel
of record, and parties may access the filing through the Court’s system.
Dated: February 16, 2021 /s/ Thomas M. Sobol

Thomas M. Sobol
34
JS 44 (Rev. 10/20) Case 3:21-cv-10264-MGM
CIVILDocument
COVER 1-1 Filed 02/16/21 Page 1 of 1
SHEET
The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as
provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the
purpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)
I. (a) PLAINTIFFS DEFENDANTS
CHRISTIAN IOVIN, individually and on behalf of all others similarly KEITH PATRICK GILL, MML INVESTORS SERVICES, LLC,
situated and MASSACHUSETTS MUTUAL LIFE INSURANCE CO.
(b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant Plymouth County
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)
NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF
THE TRACT OF LAND INVOLVED.
(c) Attorneys (Firm Name, Address, and Telephone Number) Attorneys (If Known)
Hagens, Berman, Sobol Shapiro LLP
55 Cambridge Parkway, Ste. 301, Cambridge, MA 02142
617-482-3700
II. BASIS OF JURISDICTION (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff
(For Diversity Cases Only) and One Box for Defendant)
1 U.S. Government X3 Federal Question PTF DEF PTF DEF
Plaintiff (U.S. Government Not a Party) Citizen of This State 1 1 Incorporated or Principal Place 4 4
of Business In This State
2 U.S. Government 4 Diversity Citizen of Another State 2 2 Incorporated and Principal Place 5 5
Defendant (Indicate Citizenship of Parties in Item III) of Business In Another State
Citizen or Subject of a 3 3 Foreign Nation 6 6

Foreign Country
IV. NATURE OF SUIT (Place an “X” in One Box Only) Click here for: Nature of Suit Code Descriptions.
CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES
110 Insurance PERSONAL INJURY PERSONAL INJURY 625 Drug Related Seizure 422 Appeal 28 USC 158 375 False Claims Act
120 Marine 310 Airplane 365 Personal Injury - of Property 21 USC 881 423 Withdrawal 376 Qui Tam (31 USC
130 Miller Act 315 Airplane Product Product Liability 690 Other 28 USC 157 3729(a))
140 Negotiable Instrument Liability 367 Health Care/ 400 State Reapportionment
150 Recovery of Overpayment 320 Assault, Libel & Pharmaceutical PROPERTY RIGHTS 410 Antitrust
& Enforcement of Judgment Slander Personal Injury 820 Copyrights 430 Banks and Banking
151 Medicare Act 330 Federal Employers’ Product Liability 830 Patent 450 Commerce
152 Recovery of Defaulted Liability 368 Asbestos Personal 835 Patent - Abbreviated 460 Deportation
Student Loans 340 Marine Injury Product New Drug Application 470 Racketeer Influenced and
(Excludes Veterans) 345 Marine Product Liability 840 Trademark Corrupt Organizations
153 Recovery of Overpayment Liability PERSONAL PROPERTY LABOR 880 Defend Trade Secrets 480 Consumer Credit
of Veteran’s Benefits 350 Motor Vehicle 370 Other Fraud 710 Fair Labor Standards Act of 2016 (15 USC 1681 or 1692)
160 Stockholders’ Suits 355 Motor Vehicle 371 Truth in Lending Act 485 Telephone Consumer
190 Other Contract Product Liability 380 Other Personal 720 Labor/Management SOCIAL SECURITY Protection Act
195 Contract Product Liability 360 Other Personal Property Damage Relations 861 HIA (1395ff) 490 Cable/Sat TV
196 Franchise Injury 385 Property Damage 740 Railway Labor Act 862 Black Lung (923) X 850 Securities/Commodities/
362 Personal Injury - Product Liability 751 Family and Medical 863 DIWC/DIWW (405(g)) Exchange
Medical Malpractice Leave Act 864 SSID Title XVI 890 Other Statutory Actions
REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 790 Other Labor Litigation 865 RSI (405(g)) 891 Agricultural Acts
210 Land Condemnation 440 Other Civil Rights Habeas Corpus: 791 Employee Retirement 893 Environmental Matters
220 Foreclosure 441 Voting 463 Alien Detainee Income Security Act FEDERAL TAX SUITS 895 Freedom of Information
230 Rent Lease & Ejectment 442 Employment 510 Motions to Vacate 870 Taxes (U.S. Plaintiff Act
240 Torts to Land 443 Housing/ Sentence or Defendant) 896 Arbitration
245 Tort Product Liability Accommodations 530 General 871 IRS—Third Party 899 Administrative Procedure
290 All Other Real Property 445 Amer. w/Disabilities - 535 Death Penalty IMMIGRATION 26 USC 7609 Act/Review or Appeal of
Employment Other: 462 Naturalization Application Agency Decision
446 Amer. w/Disabilities - 540 Mandamus & Other 465 Other Immigration 950 Constitutionality of
Other 550 Civil Rights Actions State Statutes
448 Education 555 Prison Condition
560 Civil Detainee -
Conditions of
Confinement
V. ORIGIN (Place an “X” in One Box Only)
X 1 Original 2 Removed from 3 Remanded from 4 Reinstated or 5 Transferred from 6 Multidistrict 8 Multidistrict
Proceeding State Court Appellate Court Reopened Another District Litigation - Litigation -
(specify) Transfer Direct File
Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):
15 U.S.C. §78i; 17 C.F.R. §240.10b-5; 15 U.S.C. §78t
VI. CAUSE OF ACTION Brief description of cause:
Securities fraud and market manipulation
VII. REQUESTED IN X CHECK IF THIS IS A CLASS ACTION DEMAND $ CHECK YES only if demanded in complaint:
UNDER RULE 23, F.R.Cv.P. $5 million plus X Yes
COMPLAINT: JURY DEMAND: No
VIII. RELATED CASE(S)
(See instructions):
IF ANY JUDGE DOCKET NUMBER
DATE SIGNATURE OF ATTORNEY OF RECORD
February 16, 2021
FOR OFFICE USE ONLY
RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE

Case 3:21-cv-10264-MGM Document 1-2 Filed 02/16/21 Page 1 of 1
UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
1. Title of case (name of first party on each side only)
Category in which the case belongs based upon the numbered nature of suit code listed on the civil cover sheet. (See local
rule 40.1(a)(1)).
4 0, 41 , 4 , 535, 830*, 8 , 893, R.23, REGARDLESS OF NATURE OF SUIT.
II. 130, 190, 196, 370, 37 , 440, 442, 443, 445, 446, 448, 820*, 840*, .
III. 120, 150, 151, 152, 153, 195, 210, 220, 24 , 310, 315, 330, 340, 345, 350, 355, 360, 36 ,
367, 368, 37 , 38 , 422, 423, 4 0, 460, 462, 463, 465, 510, 530, 540, 550, 555,
625, 690, 7 , 791, 861-865, 8 0, 8 , 950.
*Also complete AO 120 or AO 121. for patent, trademark or copyright cases.
3. Title and number, if any, of related cases. (See local rule 40.1(g)). If more than one prior related case has been filed in this
district please indicate the title and number of the first filed case in this court.
4. Has a prior action between the same parties and based on the same claim ever been filed in this court?
YES NO
5. Does the complaint in this case question the constitutionality of an act of congress affecting the public interest? (See 28 USC
§2403)
YES NO
If so, is the U.S.A. or an officer, agent or employee of the U.S. a party?
YES NO
6. Is this case required to be heard and determined by a district court of three judges pursuant to title 28 USC §2284?
YES NO
7. Do all of the parties in this action, excluding governmental agencies of the United States and the Commonwealth of
Massachusetts (“governmental agencies”), residing in Massachusetts reside in the same division? - (See Local Rule 40.1(d)).
YES NO
A. If yes, in which division do all of the non-governmental parties reside?
Eastern Division Central Division Western Division
B. If no, in which division do the majority of the plaintiffs or the only parties, excluding governmental agencies,
residing in Massachusetts reside?
Eastern Division Central Division Western Division
8. If filing a Notice of Removal - are there any motions pending in the state court requiring the attention of this Court? (If yes,
submit a separate sheet identifying the motions)
YES NO
(PLEASE TYPE OR PRINT)

ATTORNEY'S NAME
ADDRESS
TELEPHONE NO.
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Case 3:21-cv-10264-MGM Document 1 Filed 02/16/21 Page 1 of 36

UNITED STATES DISTRICT COURT

CHRISTIAN IOVIN, individually and on behalf of

Plaintiff, C.A. NO. _______________

CLASS ACTION COMPLAINT

I. OVERVIEW OF WRONGDOING .....................................................................................1

II. THE PARTIES.....................................................................................................................3

III. JURISDICTION AND VENUE ..........................................................................................3

IV. FACTS .................................................................................................................................4

A. The Real Keith Gill. .................................................................................................4

B. MML’s and MassMutual’s Obligations To Supervise.............................................6

D. Plaintiff’s GameStop Options Transactions...........................................................17

V. CLASS ALLEGATIONS ..................................................................................................18

VI. CLAIMS ............................................................................................................................22

A. COUNT I: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(2)..................................22

B. COUNT II: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(3) ................................24

C. COUNT III: GILL’S VIOLATION OF 15 U.S.C. §78i(a)(4) ...............................25

D. COUNT III: MML AND MASSMUTUAL’S VIOLATION OF 15 U.S.C.

E. COUNT IV: GILL’S VIOLATION OF SECTION 10(b) OF THE

F. COUNT V: MML AND MASSMUTUAL’S VIOLATION OF SECTION

G. COUNT VI: MML AND MASSMUTUAL’S COMMON-LAW

VII. DEMAND FOR JUDGMENT...........................................................................................32

VIII. JURY DEMAND ...............................................................................................................33

with Gill and MML, “Defendants”), and avers as follows:

1. After purchasing a sizeable number of shares in GameStop Corp. (“GameStop”)

favorite subject matter – and on Twitter and “DeepF***ingValue” on Reddit’s WallStreetBets

2. Indeed, in order to motivate amateur traders, Gill fashioned himself as a kind of

quoted as saying, “He always liked money.”1

worked as a professional in the investment and financial industries. He holds extensive

securities licenses and qualifications, including a securities principal and supervisory

representative (i.e., a securities broker), and he was employed by MassMutual as a “Financial

greatly inflated prices.

to do so even though Gill’s conduct was continuing and highly public.

6. Consequently, this action is brought to remedy Defendants’ egregious conduct

and somewhat restore the integrity of the securities market.

He Talked to the Journal, The Wall Street Journal, https://www.wsj.com/articles/keith-gill-

II. THE PARTIES

7. Plaintiff Christian Iovin is a resident of the State of Washington. During the

relevant period, he purchased option contracts on the shares of GameStop.

8. Keith Patrick Gill is a resident of the Commonwealth of Massachusetts and, on

as a “Financial Wellness Director.”

9. MML Investors Services, LLC is incorporated in Massachusetts and

headquartered in Springfield, Massachusetts. MML is a subsidiary of MassMutual, and it is a

10. Massachusetts Mutual Life Insurance Company is incorporated in Massachusetts

and headquartered in Springfield, Massachusetts. MassMutual is a financial services company

III. JURISDICTION AND VENUE

§1331 and § 27 of the Exchange Act, 15 U.S.C. § 78aa.

§ 78aa and 28 U.S.C. § 1931(b).

14. In connection with the conduct described herein, Defendants, directly or

indirectly, used the means and instrumentalities of interstate commerce.

A. The Real Keith Gill.

a. Investment advisor license (Series 65) since 2/22/2012;

b. Commodity futures and options broker license (Series 3) since 1/10/2013;

c. Securities broker license (Series 7) since 7/5/2016;

d. Securities broker license (Series 65) since 7/29/2016;

e. Securities principal and supervisory management license (Series 24) since

f. Chartered Financial Analyst (considered the highest level of legal and

extensive knowledge of the securities laws and regulations.

working as a securities professional:

example, the FINRA rules applicable to Gill include: