On April 12th Nauman A. Aly made an SC-13D SEC filing indicating that a group of investors had taken a 5.1% stake in IDT Corp (IDT) and was offering to take over the company at a 65% premium to the then-current stock price. Soon after, a revised filing showed that the group had sold a number of call options and was no longer attempting to take the company over.
The SEC was able to identify the alleged perpetrator of the scheme, who used the same IP address to make the SEC filings as to access his trading account. And prior to the first filing he had bought a large number of short-dated out of the money calls that he quickly sold for $425,000 in profits (on a $18,500 initial investment). The SEC was able to freeze Aly’s brokerage account so the profits could not be withdrawn.
- At 12:08 p.m., Aly filed a form known as a Schedule 13D on the SEC’s EDGAR system and falsely stated that his group of investors had a 5.1 percent beneficial ownership of IDT and had sent a letter to the board of directors offering to acquire all of the company’s shares for a price that represented a 65 percent premium.
- The market reacted quickly to the filing, and IDT’s stock price increased by more than 25 percent in less than 10 minutes.
- At 12:18 p.m., Aly sold all of the options for the illicit $425,000 profit. He then filed another Schedule 13D stating that his group of investors no longer owned more than 5 percent of IDT after his options sales.
- Aly used the same IP address for the options trades that he used to make the false filings.
- Aly’s group of investors never actually owned 5.1 percent of IDT and never contacted IDT to buy all of its shares.
This is not the first time someone has filed a false SEC filing to manipulate the market and it won’t be the last. Aly’s alleged actions were stupidly obvious but the next market manipulator might not be so dumb. Rather than acquiring short-dated out of the money call options, a smarter trader could wait until his false filing spiked the stock before then buying a bunch of short-dated out of the money put options. Still, to generate a significant profit the trade size would have to be large and those large and highly profitable trades would be a huge red flag, particularly if done in an account that has not made many similar trades.
Here is a 1-minute intraday chart of IDT showing the stock’s reaction to the false filings (click to embiggen):
As you can see from the little green and red arrows I shorted IDT after it had already dropped most of the way back down. I regret being so slow to react to the false filings.