(Unjust Enrichment)  155.  Plaintiff incorporates the allegations of all other paragraphs of this Complaint as  though set forth herein.  156.  TGPNA has been unjustly enriched as a result of the conduct complained of herein.  157.  It would be inequitable for TGPNA to retain the benefit of illicitly obtained monies  that were obtained at the expense of the Plaintiff Class members as alleged herein.  158.  Plaintiff and the members of the Class seek restitution with respect to, and/or  disgorgement of, all illicitly obtained monies and profits obtained by TGPNA through its willful  acts either as damages or restitution.  24.  The FERC Report can be accessed in full at   https://www.ferc.gov/CalendarFiles/20160428164930-IN12-17-000.pdf (attached to Order to  Show Cause), and includes a detailed description of the manipulative and anticompetitive scheme  engaged in by TGPNA to control Monthly Index Prices for natural gas at the four western United  States trading hubs which are the subject of this action -- i.e., at SoCal; Permian; Waha; and San  Juan -- between July 1, 2009 and July 31 2012.     26.  A more detailed description of TGPNA’s manipulations of Monthly Index Prices  is set forth below.  (i)  The Four Natural Gas Trading Hubs Where the Manipulation  Occurred: SoCal, Permian, Waha and San Juan   27.  In the western U.S. during the relevant time, natural gas was “traded” with  reference to specific recognized geographical trading locations.  Four of the most significant  trading locations in the western U.S., and the ones where the manipulation described herein  occurred, were known as SoCal; Permian; Waha; and San Juan.   28.  SoCal is a trading hub near the border of California and Arizona.  Permian is a  trading hub near the southeast border of New Mexico. San Juan is a trading hub in the northwest  part of New Mexico. Waha is a trading hub in western Texas.   (ii)  Physical vs. Financial Natural Gas Contracts   29.  Natural gas contract transactions are characterized as either physical or financial  transactions.  A physical transaction involved the contractual obligation to actually deliver or  receive physical natural gas at a particular location during a particular time.  Physical natural gas  is typically measured in units of One Million British Thermal Units (or “Mmbtu’s”), also known  as a dekatherm (“Dth”) (i.e., 1 Mmbtu = 1 Dth).  For example, a person with a “long” physical  position (i.e., a net buyer) of 1,000 Mmbtu of natural gas at SoCal for each day in August 2011  had purchased a net volume of 1,000 Mmbtu of natural gas to be delivered at SoCal during each  day during August 2011, and thus had an obligation to actually take delivery of (i.e., receive)  1,000 Mmbtu of natural gas to be delivered at SoCal during each day during August 2011.    31.  Physical transactions could be priced at either a fixed price agreed to by the  counterparties (e.g., $4.10 per Mmbtu) or at a published index that typically reflected the volume- weighted average price (“VWAP”) of certain transactions made by natural gas market  participants during a bidweek (as determined by the compiler and publisher of the index), such  as the Monthly Index Prices.   33.  According to the FERC Report, FERC Office of Enforcement undertook a non- public investigation of TGPNA’s bidweek trading activities in natural gas markets in the  southwestern U.S. to determine whether TGPNA was trading natural gas-related products  uneconomically during bidweek in certain markets to affect the Monthly Index Prices to benefit  its related financial positions, the profitability of which were determined by the Monthly Index  Prices.  During the investigation, FERC obtained and reviewed productions of data and  documents submitted by TGPNA in response to subpoenas issued by Enforcement as well as the  Commodity Trading Futures Commission (“CFTC”), which conducted its own independent  investigation of TGPNA’s trading in coordination with Enforcement. Enforcement also took  sworn testimony from a number of witnesses, including current and former TGPNA employees  and executives and senior executives at Total and TGPL. Enforcement also conducted interviews  with former TGPNA employees and several TGPNA counterparties.   35.  Specifically FERC’s Office of Enforcement determined that TGPNA and its  traders manipulated natural gas market prices during 38 of what FERC calls “point months” (i.e.,  buying or selling natural gas relating to a specific location (e.g., SoCal, Permian, Waha or San  Juan) for a specific calendar month).  FERC’s Office of Enforcement determined TGPNA traders  engaged in a coordinated scheme during those months to take the physical next-month contractual  positions they had built and offset them with fixed price next-month physical contracts --  generally at a loss -- to impact the Monthly Index Price settlements to benefit TGPNA’s related  financial positions that settled against those indices.  A list of the 38 manipulated point months,  and the direction of the manipulation, is set forth in Exhibit A hereto.    36.  FERC’s Office of Enforcement also determined that TGPNA traders executed their  manipulative scheme for contracts for natural gas at primary natural gas trading points in the  western U.S. at the time: SoCal, Permian, Waha and San Juan.   37.  FERC Office of Enforcement determined that TGPNA made illegal profits of in  excess of $9 million and caused pecuniary losses to other market participants of at least $89  million by its manipulative scheme in artificially moving the Monthly Index Prices.    38.  On April 28, 2016, FERC issued an Order to Show Cause and Notice of Proposed  Penalty to TGPNA, Total, TGPL, Hall and Tran premised on the Office of Enforcement’s report.  C.  Background of TGPNA’s West Desk and Trading   39.  The foregoing manipulative and anticompetitive scheme was perpetrated on behalf  of TGPNA by its West Desk which focused on trading contracts for physical and financial natural  gas-related products in western U.S markets.    41.  Tran, who had worked for Hall at her prior energy trading employer, was recruited  by and directly worked for Hall at the West Desk.    42.  TGPNA’s western U.S. natural gas trading during the alleged manipulation months  focused on four of the most significant western U.S. trading locations, discussed above: SoCal,  Permian, Waha and San Juan.  D.  The Details of the Manipulative and Anticompetitive Scheme   43.  TGPNA’s West Desk traders’ manipulative and anticompetitive scheme involved,  for each month of manipulation in which they artificially manipulated a hub’s Monthly Index  Prices identified in Appendix A to the FERC Report, the following: (1) setting up a financial index  position (principally contractual swap agreements), (2) purchasing physical next-month futures  contracts that established a position that was in the opposite direction of the financial position  (i.e., in the opposite direction of the financial index position) and (3) then “flattening” (i.e.,  “liquidating”) the physical next-month futures contracts position through purchasing or selling  next-month fixed price contracts during bidweek, at artificially high or low prices, resulting in a  loss in combination with the physical next-month futures contracts, but which caused the Monthly  Index Prices to increase or decrease as the traders desired and thereby benefitted the financial index  positions (e.g., the swaps). Because of the larger position TGPNA held in the financial index swaps  (or other financial contractual position) in step 1, which benefitted by the manipulated movement  in the Monthly Index Prices, TGPNA made an overall significant profit on the scheme.   45.  TGPA’s holdings of contracts for physical positions going into a bidweek (that  were in the opposite direction of TGPA’s financial index position) (step 2) thus enabled TGPNA  to trade large volumes of next-month fixed price gas in the opposite direction during the bidweek  (step 3) as a means of flattening the contracts for the physical positions but also had the effect of  moving the relevant Monthly Index in the direction that would benefit its financial index holdings.  For example, a short physical next-month contract position of 10,000 Mmbtu of natural gas going  into bidweek allowed TGPNA to enter into next-month fixed price contracts to buy 10,000 Mmbtu  during bidweek to flatten the physical contract position it had built. Those purchases, if  intentionally made at inflated prices, would inflate the Monthly Index Price that was calculated  based on such prices and thereby enhance TGPA’s return on its financial index contracts.    46.  In other words, because the VWAP of the reported next-month fixed price contracts  entered into during bidweek set the Monthly Index Price, TGPNA’s flattening of its physical next- month contractual positions in the market allowed TGPNA to impact Monthly Index Prices and  benefit its related financial positions, which either paid or received the Monthly Index Prices at  settlement.    48.  The relevant markets which TGPNA unreasonably restrained and monopolized, or  attempted to monopolize, are the markets for determining the Monthly Index Prices for the natural  gas hubs and periods set forth in Exhibit A (“Relevant Markets”), which index dictated the prices  for the sale of natural gas under pre-existing contracts that settled against such Monthly Index  Prices and for making payments due under pre-existing financial contracts that settled against  such Monthly Index Prices.  F.  TGPNA’s Conduct Had Anticompetitive Effects    49.  The manipulative scheme described herein had an actual adverse effect on  competition as a whole in the Relevant Markets, as evidenced by, inter alia, the FERC Report  which found that TGPNA’s scheme distorted the normal forces of supply and demand which  should have driven the Monthly Index Prices:  [T]he West Desk’s fixed price trading during the Relevant Period  did not reflect supply and demand fundamentals, and its traders were  generally indifferent to price. Rather than trade fixed price gas  during bidweek based on market fundamentals trying to buy low and  sell high—West Desk traders bought and sold gas for the purpose of  influencing published index prices. The West Desk traders were  generally indifferent to price fundamentals. As Wilson testified,  after observing a 12-cent swing in NYMEX prices during the May  2012 bidweek period at Permian, Tran directed Wilson to “just start  trading it, and . . . not worry about the volume.” Wilson also  admitted, “I wasn’t concerned whether I made or lost money on the  fixed price trades. I was concerned with having an impact on the  first-of-the-month index.”    FERC Report at 68-69 (footnotes omitted).     51.  TGPNA’s scheme of acquiring substantial Monthly Index Price swap contracts,  and thereafter engaging in artificial, uneconomic and money-losing purchases or sales of next- month fixed price natural gas contracts at intentionally inflated or deflated prices in the bidweek  markets to benefit such swap contracts interfered with the normal forces of supply and demand  in those markets and injected false and non-competitive prices into the markets for determining  Monthly Index Prices which were intended to be based exclusively on freely-competitive market  transactions entered into pursuant to the normal competitive forces of supply and demand in the  Relevant Markets.  By reason of such interference with and destruction of competitive market  forces in the Relevant Markets, Plaintiff and the members of the Plaintiff Class have been injured.  There were no procompetitive benefits of TGPNA’s scheme.   G.  TGPNA Willfully Acquired and Maintained Monopoly Power and Engaged  in Anticompetitive Conduct with a Specific Intent to Monopolize   52.  TGPNA’s traders intentionally engaged, on behalf of TGPNA, in their unlawful  course of conduct from June 2009 through July 2012 to acquire and maintain monopoly power  over, or to attempt to monopolize, the Monthly Index Prices which dictated the prices payable  under pre-existing contracts that settled against the Monthly Index Prices during the 38 point  months for the four trading locations listed in Exhibit A hereto.    54.  TGPNA’s traders knew their next-month fixed price natural gas trading during  bidweek was losing money and that it would prevent free market forces from operating in the  Relevant Markets, but they were willing to accept such losses because the uneconomic next- month fixed price trading was part of their manipulative scheme to acquire and maintain  monopoly power over Monthly Index Prices to benefit their related financial positions.   55.  This willfulness and intent of TGPNA is demonstrated through direct evidence,  such as TGPNA’s execution of transactions benefiting its Monthly Index swap positions, and  trading which would be economically irrational but for the manipulative scheme. TGPNA traders  coordinated their individual and collective actions in furtherance of the manipulative scheme.    57.  Direct evidence of TGPNA’s manipulative intent includes, among other things, (1)  testimony from two former TGPNA employees (Wilson and Stephen Callender (“Callender”))  who separately and independently “blew the whistle” on TGPNA’s manipulative conduct to  FERC and to the CFTC, respectively; (2) TGPNA trade data corroborating Wilson’s and  Callender’s account of the West Desk’s manipulative conduct; (3) contemporaneous documents  showing that, during the Class  Period, TGPNA’s internal offices and senior management raised  specific compliance concerns with the West Desk’s bidweek trading, especially with regard to (i)  its very high market share of next-month fixed price volumes during bidweek, (ii) the price  difference between the West Desk’s next-month fixed price trades and the rest of the market, and  (iii) large Monthly Index Price financial positions that profited from its manipulative next-month  fixed price trading during bidweek; and (4) documents showing that the West Desk employed  sophisticated bidweek spreadsheets that facilitated and monitored the success of the manipulation  scheme in real time.    (i)  Wilson and Callender Provided Detailed Accounts of TGPNA’s  Bidweek Trading Scheme    59.  Wilson’s three-year tenure at TGPNA is divided into two phases: an initial phase  between 2009 and January 2012 during which Wilson was not involved in the West Desk’s  bidweek trading, and a second phase during the first half of 2012 when Wilson directly observed  and knowingly participated in the desk’s scheme under Tran’s supervision.  (1)  Phase 1 of Wilson’s Tenure at TGPNA: Hall Attempts  Unsuccessfully to Teach Wilson the Bidweek Scheme   61.  Within a few months after joining TGPNA, Hall, the initial head of the West Desk,  gave Wilson a tutorial explaining the West Desk’s bidweek trading strategy. During this 2009  meeting, Hall drew a table on a white board to try to teach Wilson the West Desk’s bidweek  strategy, but this was an entirely different way to approach the market to Wilson, who later  admitted that he did not understand it, or “the broader strategy” at that time. After just “one bid  week, maybe two bid weeks at the most” Hall stopped asking Wilson to participate.    62.  Wilson only came to fully understand Hall’s description of the bidweek strategy  and the table Hall drew on the whiteboard almost two-and-a-half years after their 2009 meeting  when, in January 2012, Tran, Hall’s successor as head of the West Desk, directed him to help her  in the West Desk’s bidweek trading, and Wilson thereafter observed and participated in the  scheme. The table (reproduced and explained in the FERC Report at 23) highlights two critical  components of the scheme.  First, the table illustrates the purpose for the initial positions: as  Wilson explained, “the whole reason you’ve established a large short index position is so that  you can trade a bunch of fixed price and have an impact on the index.” Second, it illustrates the  impact and overall purpose of the fixed price trades: As Wilson emphasized, by the end of day 4,  “I have traded a ton of fixed price to support my financial position.”    (2)  Phase 2 of Wilson’s Tenure at TGPNA: Wilson  Learned, Observed, and Participated in the Bidweek  Scheme Under Tran’s Supervision    64.  Wilson traded bidweek under Tran’s direction from the end of January 2012 (for  the February Market Index Price) through the end of May 2012 (for the June Market Index Price).  Based on his experience during these five bidweek periods, Wilson identified two principal  factors that led him to realize that the West Desk was designing its trades to influence Market  Index Prices.     65.  First, Wilson found that during these bidweek periods that the West Desk  consistently established an initial position leading up to bidweek or in bidweek that included a  large financial position and a physical index position that pointed in opposite directions. For  example, Wilson noted that heading into the April 2012 bidweek period at San Juan, the West  Desk had a short basis position of approximately 128,000 MMBtu/day and a long index position  of approximately 140,000 MMBtu/day. Wilson then described the significance of these initial  positions, explaining that TGPNA would trade fixed price gas during bidweek for the dual  purpose of flattening the index position and supporting the basis position.   66.  The large physical index position going into bidweek, which included large  volumes of physical index gas, especially stood out to Wilson. He explained that it did not make  sense for a trading operation like TGPNA, solely interested in speculation, to stockpile such a large  physical index position going into bidweek.     68.  In his testimony, Wilson detailed his involvement trading bidweek during the five-  month period in 2012 and how he came to understand the nature of the West Desk’s scheme.  During the month of February heading into the March 2012 bidweek, Wilson familiarized himself  with the West Desk’s bidweek spreadsheet:  [it] would allow me to track all of the basis risk, the index risk, the  NYMEX risk. It would all be loaded into the sheet on the last day of  the month prior to the start of bid week so I could see what the initial  front month position was.   FERC Report at 27-28.   69.  Continuing to study the spreadsheets during subsequent bidweeks, Wilson  developed an understanding of the West Desk’s bidweek trading strategy. He testified that by  studying the bidweek spreadsheets and seeing how they worked during bidweek, “I was seeing  how various fixed price trades were aligned with financial positions and how those fixed price  trades would change certain values that we were keeping track of.”     71.  As Wilson recalled in his testimony, the “watershed” moment occurred at the end  of March 2012 (during the April 2012 bidweek period) when he realized that he was being directed  to trade a lot of fixed price gas at San Juan after the NYMEX dropped, with the specific intent to  lower the index price at San Juan.    72.  After the April 2012 bidweek period, Wilson traded two more bidweeks—May and  June 2012. In each of those, he was fully aware of the scheme and, in fact, he intentionally traded  fixed price gas to affect the index price in an effort to benefit the desk’s related positions. During  these bidweeks, Wilson admitted that he knew at that time that he was “having an impact on the  index” and that he was “knowingly trading to try to affect the index price.” For the May 2012  bidweek, as an example, Wilson made fixed price trades at Permian in order to strengthen the  index because the desk had a long Print Risk position. As he described it, “I wasn’t concerned  whether I made or lost money on the fixed price trades. I was concerned with having an impact on  the first-of- the-month index.”     74.  Like Wilson, Callender also explained the West Desk’s bidweek trading scheme in  detail.  Callender testified that he believed Hall and Tran engaged in a scheme to trade physical  products during bidweek to try to influence index prices, that this strategy “was employed  continually month after month after month,” and that it occurred at SoCal and Waha.     75.  There were two principal bases for Callender’s allegation: his review of TGPNA  position reports and discussions with other traders at the company that were seated in close  proximity to him. Callender testified that he frequently looked at TGPNA’s position reports and,  like Wilson, he discovered that the West Desk had sizeable financial and physical index positions  leading up to bidweek. For example, referring to a position report TGPNA created just prior to the  February 2010 bidweek, Callender testified that TGPNA had a short basis position (a position that  would benefit from a decline in the Monthly Index Price) of approximately 142,000 MMBtu/day  and a long index position of approximately 247,000 MMBtu/day at Permian. Callender then  explained how these positions created a prime posture for the West Desk traders to influence the  published Monthly Index Price. Specifically, Callender testified that he believed, “[b]ased on  history, what normally went on,” the traders would take advantage of their large long physical  index position to “be a big seller of physical gas throughout bid week “ (i.e., sell a lot of next- month fixed price gas during bidweek). He believed the traders did this “to influence the paper”  (i.e., drive the published Monthly Index Price in its favor).    77.  In addition to his review of position reports showing a consistent pattern of initial  positions, Callender also believed the West Desk engaged in its bidweek trading scheme based on  discussions he had with other traders at TGPNA. For example, one of Callender’s friends at  TGPNA explained to him how TGPNA made a lot of money during bidweek by trading physical  gas as a way of influencing related financial basis swap positions.    (ii)  The Trade Data Corroborates the Existence of the Scheme   78.  Wilson’s and Callender’s accounts of the West Desk’s bidweek trading scheme are  corroborated by the relevant trade data, which shows that the desk’s traders frequently used their  monthly physical fixed price bidweek trades to influence published Monthly Index Prices for the  purpose of benefiting their related positions. The data confirm that this conduct occurred between  June 2009 and June 2012 at SoCal, Waha, Permian, and San Juan during the 38 point months  identified by FERC. Moreover, the data verify that the scheme operated under the same two phases  described by Wilson and Callender.   79.  First, going into each bidweek period, the West Desk regularly established large  physical and financial positions exposed to published index prices (i.e., a large Print Risk position),  which included basis and index positions in opposite directions and a large physical index position.  To obtain these large Print Risk positions, the traders actively traded before (and sometimes  during) bidweek, and they frequently discussed and coordinated these positions.    81.  The West Desk lost money on its monthly physical fixed price bidweek trades in  the vast majority of the 38 point-months and made only a small profit in the remaining point- months. Overall, it lost approximately $2.09 million on its fixed price trades across the 38 point- months.   82.  The collective and repeated nature of these strategies during the Class Period  demonstrates the West Desk’s intent to move index prices to benefit its related Print Risk positions.    83.  One of many examples illustrating the essential concepts described by Wilson and  Callender—build-up of positions leading into bidweek and fixed price trading during bidweek to  influence index prices to benefit those positions — was the bidweek trading in late July 2011 for  the month of August 2011 at the SoCal hub, described below.  FERC Report at 38-41   85.  This is exactly what Tran did during bidweek. Trading during the first and second  days of bidweek, Tran entered into 22 fixed price transactions at SoCal, trading more than 5 Bcf  of gas (by gross volumes). The following trading behaviors and patterns show Tran’s intent to  drive up prices at SoCal: almost all the transactions (20 of 22) were purchases, consistent with a  desire to drive up prices; she established sufficient market share to move the index upward by  dominating the market for fixed price trades at SoCal during bidweek - and her trades put her on  one side of approximately 48 percent of the volumes transacted on ICE underlying the published  index price at SoCal; consistent with the intent to move the index upward, Tran transacted at fixed  prices above the prices traded by other market participants, and engaged in strategies to pay more,  not less, for her purchases, in order to establish a higher index price.    86.  FERC Enforcement’s finding that these patterns show Tran’s intent to affect prices  is consistent with the findings of TGPNA’s Vice President of Risk Control, Natalie Bondareva,  who found the appearance of what she called “suboptimal trading” during the August 2011  “bidweek” period.      (iii)  Other Contemporaneous Documents Reveal The Existence and Broad  Knowledge of the West Desk’s Bidweek Trading Scheme   88.  Gary Craven (“Craven”), TGPNA’s Chief Compliance Officer from approximately  2008 through 2011, recognized that physical bidweek trading with the intent to benefit related  financial positions could constitute market manipulation, and took steps to alert senior  management to the risk of such trading at TGPNA.     89.  At the conclusion of each bidweek from February 2009 through February 2011  Craven compiled reports for TGPNA management highlighting, among other things, (1) TGPNA’s  bidweek market share for trades at various points reported to index publications; and (2) how its  bidweek prices at those points differed from the rest of the market and affected the published index  prices.    90.  For example, Craven analyzed the effect of TGPNA’s bidweek trading at Waha  during the December 2009 bidweek period, which is within the relevant period and one of the 38  point-months specifically identified in the FERC Report. Craven found that the West Desk’s fixed  price trades at Waha during this bidweek period made up 46 percent of the reported volumes during  this bidweek period; affected the Waha published index in his view by 3 cents; and benefited  TGPNA’s long Print Risk position in his view by $7,000.     92.  Craven’s reports also raised the specter of illegal conduct for TGPNA management.  After reviewing Craven’s February 2009 report, TGPNA’s President, Bruce Henderson, sent a  memorandum to and met with executives of Total and TGPL about TGPNA’s very high market  share at several trading points and resultant regulatory scrutiny.     93.  TGPNA also recognized that the data (and the specific language Craven used to  describe the data) might disclose TGPNA’s manipulative conduct. Thus, in his September 2010  report, Craven revised some of the language in his reports at the suggestion of the law firm of  Covington & Burling LLP. For example, until this time, Craven labeled his calculation for the  effect of TGPNA’s bidweek fixed price trades on the published Monthly Index Prices as “TGPNA  Reporting Effect on Price.” Starting in September 2010, after Covington reviewed the documents,  Craven still calculated this figure, but, apparently concerned about potentially disclosing TGPNA  manipulative conduct, labeled it simply “Dif.”     94.  Despite the matters contained in Craven’s reports, there is no evidence that TGPNA  management conducted any meaningful inquiries regarding the trading activity that Craven  identified.    b.  Middle Office Reports Raised Concerns With TGPNA’s  Market Share of Reported Bidweek Trades Contributing to  Index Prices   96.  The potential for manipulation by TGPNA’s West Desk was also highlighted by  Wilson’s internal whistleblowing activities. Wilson sent an email to TGPNA’s President, Bruce  Henderson, on June 10, 2012, stating that “I have learned that some of the west team trading  activity may not be entirely above board, and should be closely examined. At best, I think these  activities would generate an ethics discussion and, at worst could be a violation of federal  regulations.” Shortly after receiving this email, Henderson alerted senior management at Total and  TGPL, and asked TGPNA’s Vice President of Risk Control, Natalie Bondareva, to analyze the  West Desk’s bidweek trading.   97.  Bondareva analyzed the West Desk’s bidweek trading at Permian, San Juan, SoCal,  and Waha between July 2011 and July 2012. Her analysis identified numerous months when the  desk had a high market share of fixed price trades contributing to the index.    A.  General Background   