 Violations of Section 10(b) of the Exchange Act And Rule 10b-5 Promulgated Thereunder   (Against Sterling and the Officer Defendants)   39.  The members of the Class are located in geographically diverse areas and are so  numerous that joinder of all members is impracticable.  17,250,000 shares of Sterling common  stock were sold in the IPO.  Throughout the Class Period, Sterling securities were actively traded  on NASDAQ.  Although the exact number of Class members is unknown at this time and can only  be ascertained through appropriate discovery, Plaintiff believes there are thousands of members of  the Class who traded the Company’s common stock during the Class Period.   41.  Plaintiff’s claims are typical of the claims of the members of the Class as Plaintiff  and members of the Class sustained damages arising out of Defendants’ wrongful conduct in  violation of federal laws as complained of herein.   42.  Plaintiff will fairly and adequately protect the interests of the members of the Class  and has retained counsel competent and experienced in class and securities litigation.  Plaintiff has  no interests antagonistic to, or in conflict with, those of the Class.   43.  A class action is superior to alternative methods for the fair and efficient  adjudication of this controversy since joinder of all members of this Class is impracticable.   Furthermore, because the damages suffered by individual Class members may be relatively small,  the expense and burden of individual litigation make it impossible for the Class members  individually to redress the wrongs done to them.  There will be no difficulty in the management of  this action as a class action.   45.  Based upon the foregoing, Plaintiff and the members of the Class are entitled to a  presumption of reliance upon the integrity of the market.  46.  Sterling is the unitary thrift holding company of Sterling Bank and Trust, founded  in 1984. The Company is headquartered in Southfield, Michigan with its primary branch  operations in the San Francisco Bay Area and Greater Los Angeles with an emerging presence in  New York and Seattle.  The Company specializes in residential mortgages but offers a broad suite  of products and services to individuals, professionals, businesses and commercial customers.    48.  On October 19, 2017, Sterling filed a Registration Statement on Form S-1.  Sandler  was identified as the underwriter of the IPO.    49.  On October 31, 2017, Sterling filed Amendment No. 1 to Form S-1 with the SEC.   Sandler was identified as the underwriter of the IPO.   50.  On November 7, 2017, Sterling filed Amendment No. 2 to Form S-1 with the SEC.   Sandler was identified as the underwriter of the IPO.   51.  On November 13, 2017, Sterling filed Amendment No. 3 to Form S-1 with the SEC.   Sandler was identified as underwriter of the IPO.   52.  On November 16, 2017, the Registration Statement was declared effective by the  76.  Plaintiff repeats and realleges each and every allegation contained above as if fully  set forth herein.    77.  This Count is asserted against Sterling and the Officer Defendants and is based  upon § 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by  the SEC.   78.  Pursuant to the above plan, scheme, conspiracy and course of conduct, each of these  defendants participated directly or indirectly in the preparation and/or issuance of the quarterly  and annual reports, SEC filings, press releases and other statements and documents described  above, including statements made to securities analysts and the media that were designed to  influence the market for the Company’s securities.  Such reports, filings, releases and statements  were materially false and misleading in that they failed to disclose material adverse information  and misrepresented the truth about the Company’s finances and business prospects.   80.  Information showing that these defendants acted knowingly or with reckless  disregard for the truth is within these defendants’ knowledge and control.  As the senior managers  and/or directors of the Company, the Officer Defendants each had knowledge of the details of the  Company’s internal affairs.   81.  The Officer Defendants are liable both directly and indirectly for the wrongs  complained of herein.  Because of their positions of control and authority, the Officer Defendants  were able to and did, directly or indirectly, control the content of the statements of the Company.   As officers and/or directors of a publicly-held company, the Officer Defendants had a duty to  disseminate timely, accurate and truthful information with respect to the Company’s businesses,  operations, future financial condition and future prospects.  As a result of the dissemination of the  aforementioned false and misleading reports, releases and public statements, the market price of  the Company’s securities was artificially inflated throughout the Class Period.  In ignorance of the  adverse facts concerning the Company’s business and financial condition which were concealed  by these defendants, Plaintiff and the other members of the Class purchased or otherwise acquired  the Company’s securities at artificially inflated prices and relied upon the price of the securities,  the integrity of the market for the securities and/or upon statements disseminated by these  defendants, and were damaged thereby.   83.  By reason of the foregoing, Sterling and the Officer Defendants knowingly or  recklessly, directly or indirectly violated § 10(b) of the Exchange Act and SEC Rule 10b-5  promulgated thereunder in that they: (a) employed devices, schemes and artifices to defraud;  (b) failed to disclose material information; or (c) engaged in acts, practices and a course of business  which operated as a fraud and deceit upon Plaintiff and the other members of the Class in  connection with their purchases of Sterling common stock during the Class Period.   84.  As a direct and proximate result of Sterling and the Officer Defendants’ wrongful  conduct, Plaintiff and the other members of the Class suffered damages in connection with their  respective purchases, acquisitions and sales of the Company’s securities during the Class Period,  upon the disclosure that the Company had been disseminating misrepresented financial statements  to the investing public.  85.  Plaintiff repeats and realleges each and every allegation contained in the foregoing  paragraphs as if fully set forth herein.    87.  During the Class Period, the Officer Defendants participated in the operation and  management of the Company, and conducted and participated, directly and indirectly, in the  conduct of the Company’s business affairs.  Because of their senior positions, they knew the  adverse non-public information about the Company’s misstatement of income and expenses and  false financial statements.    88.  As officers and/or directors of a publicly owned company, the Officer Defendants  had a duty to disseminate accurate and truthful information with respect to the Company’s  financial condition and results of operations, and to correct promptly any public statements issued  by the Company which had become materially false or misleading.    89.  Because of their positions of control and authority as senior officers, the Officer  Defendants were able to, and did, control the contents of the various reports, press releases and  public filings which the Company disseminated in the marketplace during the Class Period  concerning the Company’s results of operations.  Throughout the Class Period, the Officer  Defendants exercised their power and authority to cause the Company to engage in the wrongful  acts complained of herein.  The Officer Defendants, therefore, were “controlling persons” of the  Company within the meaning of § 20(a) of the Exchange Act.  In this capacity, they participated  in the unlawful conduct alleged which artificially inflated the market price of the Company  securities.    91.  Plaintiff repeats and re-alleges each and every allegation contained in each of the  foregoing paragraphs as if set forth fully herein.   92.  This Count is asserted against Sterling, Judd, Lopp, the Director Defendants and  the Underwriter Defendants for violations of § 11 of the Securities Act, 15 U.S.C. § 77k, on behalf  of all members of the Class who purchased or otherwise acquired Sterling shares issued in or  traceable to the IPO.   93.  The Registration Statement for the IPO contained untrue statements of material fact  and omitted other facts necessary to make the statements not misleading.     94.  Judd, Lopp, and the Director Defendants signed the Registration Statement and  were officers and/or directors when the Registration Statement became effective and are liable  pursuant to 15 U.S.C. § 77k(a)(1)(2) and (3).  The Underwriter Defendants were underwriters of  the IPO Offering and are liable pursuant to 15 U.S.C. § 77k(a)(5).  This Count is not based on and  does not sound in fraud. Any allegations of fraud or fraudulent conduct and/or motive are  specifically excluded from this Count.  For purposes of asserting this claim under the Securities  Act, Plaintiff does not allege that Sterling, Judd, Lopp, the Director Defendants and the  Underwriter Defendants acted with scienter or fraudulent intent, which are not elements of a § 11  claim.   96.  The Underwriter Defendants were the underwriters of the IPO.  The Underwriter  Defendants acted negligently and are liable to members of the Class who purchased or otherwise  acquired Sterling securities issued in the IPO.   97.  None of these defendants made a reasonable investigation or possessed reasonable  grounds for the belief that the statements contained in the Registration Statement and the  Prospectus were true and without omissions of any material facts and were not misleading.   98.  Plaintiff and other members of the Class who acquired the securities in the IPO  pursuant to the Registration Statement did not know of the misrepresentations alleged herein or of  the facts concerning the untrue statements of material fact and omissions alleged herein, and could  not have reasonably discovered such facts or conduct.     Background   Violations of Section 11 of the Securities Act  (Against Sterling, Judd, Lopp, the Director Defendants   and the Underwriter Defendants)   Violations of Section 20(a) of the Exchange Act  (Against the Officer Defendants)   