UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 30, 2015 (June 30, 2015)

MAGNUM HUNTER RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

909 Lake Carolyn Parkway, Suite 600

Irving, Texas 75039

(Address of principal executive offices, including zip code)

(832) 369-6986

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01                                           Regulation FD Disclosure

Dismissal of Class Action Securities Case

As previously reported by Magnum Hunter Resources Corporation (the “Company”) in its filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, certain class action complaints had previously been filed against the Company and certain of its officers relating to the alleged accounting issues further described below. In late 2013, the class action cases that remained outstanding were consolidated into one action in the United States District Court for the Southern District of New York. This consolidated case is referred to in this Current Report on Form 8-K as the “Securities Case.” The complaints in the Securities Case alleged that the Company made certain false or misleading statements in its filings with the SEC, including statements related to the Company’s internal and financial controls, the calculation of non-cash share-based compensation expense, the late filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (which was filed by the Company with the SEC in June 2013), the dismissal of the Company’s previous independent registered accounting firm, and other matters identified in the Company’s Form 8-K filed with the SEC on April 16, 2013, as amended. The complaints demanded that the defendants pay unspecified damages to the class action plaintiffs, including damages allegedly caused by the decline in the market price of the Company’s common stock between February 22, 2013 and April 22, 2013.

As reported by the Company in a Current Report on Form 8-K filed with the SEC on June 25, 2014, on June 23, 2014, the United States District Court for the Southern District of New York issued an Opinion and Order granting the Company’s and the individual defendants’ motion to dismiss the Securities Case.  The plaintiffs subsequently appealed the decision dismissing the Securities Case to the U.S. Court of Appeals for the Second Circuit.

On June 23, 2015, the U.S. Court of Appeals for the Second Circuit entered a Summary Order unanimously affirming the Southern District of New York’s dismissal of the Securities Case in favor of the Company and the individual defendants.  A copy of the Summary Order is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Motion for Summary Judgment Pending in Remaining Derivative Securities Case

As previously reported by the Company in its filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, a series of stockholder derivative cases was filed against certain of the Company’s officers and directors alleging that the individual defendants breached their fiduciary duties to the Company with respect to the accounting and internal control matters identified in the Securities Case (the “Derivative Cases”).  As previously reported, all of the Derivative Cases have been dismissed except for one suit filed on March 19, 2014 by Richard Harveth (the “Harveth Case”) in the 125th District Court of Harris County, Texas (the “Harris County Court”).  The Company and the individual defendants have moved for summary judgment with respect to the Harveth Case.  That motion is currently pending before the Harris County Court.  The Company cannot predict the outcome of the Harveth Case, although, if the motion for summary judgment is not granted by the Harris County Court, the Company and the individual defendants intend to continue to vigorously defend against the Harveth Case.  It remains possible that additional stockholder derivative suits could be filed over these prior events.

Update Regarding Previously Disclosed SEC Investigation

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, the Company’s management, under the supervision of the Company’s Chairman and Chief Executive Officer and its Chief Financial Officer, assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2014 and concluded that it was effective.  Additionally, the Company’s independent registered public accounting firm audited the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2014 and expressed its opinion that the Company maintained, in all material respects, effective internal controls over financial reporting as of December 31, 2014, as set forth in the report of the independent registered public accounting firm included in the Company’s 2014 Annual Report on Form 10-K.

As previously disclosed by the Company in its public filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, on March 24, 2015, the Company received a “Wells Notice” from the staff (the “Staff”) of the SEC’s Division of Enforcement stating that the Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company.  The Wells Notice was received by the Company following an investigation by the Staff regarding the Company’s internal controls, change in outside auditors during 2012 and 2013, and public statements to investors.  The Wells Notice issued to the Company states that the proposed action against the Company would allege violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rules 13a-l, 13a-13, and 13a-15(a) promulgated under the Exchange Act.  Certain individuals currently associated or formerly associated with the Company also received Wells Notices.  The proposed actions against the individuals would allege violations of those same provisions, as well as violations of Section 13(b)(5) of the Exchange Act and Rules 13a-14 and 13a-15(c) thereunder.  The proposed actions described in the Wells Notices do not include any claims for securities fraud under Section 10(b) of the Exchange Act or Rule 10b-5 thereunder or under Section 17(a)(1) of the Securities Act. The Wells Notices further state that the Staff’s recommendation may involve a civil injunctive action, public administrative proceeding, and/or cease-and-desist proceeding, and may seek remedies that might include, among other things, a cease-and-desist order, injunctions, disgorgement with pre-judgment interest and civil money penalties.

On April 21, 2015, the Company responded to its Wells Notice in the form of a Wells Submission, pursuant to which the Company set forth why it believes an enforcement action against it and the individuals should not be commenced.  The Company has engaged and continues to engage in discussions with the Staff regarding the issues raised in the Wells Notices.  The Company cannot predict with confidence or certainty the ultimate outcome of the SEC process, including whether a settlement with respect to the issues raised in the Wells Notices may be reached with the Staff.  If no settlement is achieved, the Company believes the Staff will likely recommend that the SEC bring an enforcement action against the Company and the individuals and that such an enforcement action will likely be brought.  If an enforcement action is brought against the Company and the individuals, the Company cannot predict with certainty what violations of the Exchange Act or the Securities Act the SEC would allege or what remedies the SEC would seek.  If an enforcement action is brought against the Company by the SEC, the Company intends to mount a vigorous defense consistent with the defenses that were successfully mounted with respect to the Securities Case and Derivative Cases.

The Company believes that the issues raised by the Wells Notices relate primarily to the Company’s internal controls over financial reporting during certain periods prior to the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which identified certain material weaknesses in the Company’s internal controls over financial

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reporting. However, as stated above, as of December 31, 2014, the Company had remediated 100% of the previously identified material weaknesses. In addition, in connection with the reporting of these material weaknesses in the Company’s 2012 Annual Report on Form 10-K, the Company was not required to restate any of its financial statements previously filed with the SEC.

* * * * *

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including the related Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Company under the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 8.01                                           Other Events

The disclosure set forth in Item 7.01 of this Current Report on Form 8-K, but excluding Exhibit 99.1, is incorporated by reference into this Item 8.01.

Item 9.01                                           Financial Statements and Exhibits.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

14-2581-cv

In re Magnum Hunter Res. Corp. Sec. Litig.

UNITED STATES COURT OF APPEALS
FOR THE SECOND CIRCUIT

SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.

At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 23rd day of June, two thousand fifteen.

Circuit Judges.

IN RE MAGNUM HUNTER RESOURCES CORPORATION SECURITIES LITIGATION

EDWARD PAIGE,

Plaintiff-Appellant,

DELAWARE COUNTY EMPLOYEES RETIREMENT FUND, MARY PAPPAS, THE ILNAF TRUST, MIKE GRETSCHEL, MARK HINNAU, DAVID MACATTE, Individually and on behalf of all others similarly situated, ANTHONY ROSIAN, Individually and on behalf of all others similarly situated, SHAUN FOSTER, Individually and on behalf of all others similarly situated, TEDDY ATCHLEY, Individually and on behalf of all others similarly situated,

Plaintiffs,

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MAGNUM HUNTER RESOURCES CORPORATION, GARY C. EVANS, RONALD D. ORMAND, FRED J. SMITH, JR., H.C. “KIP” FERGUSON, III, J. RALEIGH BAILES, SR., VICTOR G. CARILLO, BRAD BYNUM, STEPHEN C. HURLEY, JOE L. MCCLAUGHERTY, STEVEN A. PFEIFER, JEFF SWANSON, CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC., DAVID S. KRUEGER, JAMES W. DENNY, III,

Defendants-Appellees.*

Appeal from a judgment of the United States District Court for the Southern District of New York (Katherine B. Forrest, Judge).

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the judgment entered on June 24, 2014, is AFFIRMED.

Lead Plaintiff Edward Paige on behalf of himself and a putative class of investors who acquired Magnum Hunter Resource Corporation (“Magnum Hunter”) securities

* The Clerk of Court is directed to amend the official caption as shown above.

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between January 17, 2012, and April 22, 2013 (“plaintiffs”), appeal from the dismissal of their amended complaint for failure to state securities fraud claims against (1) current and former Magnum Hunter executives in violation of §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”), see 15 U.S.C. §§ 78j(b), 78t(a), and Securities and Exchange Commission (“SEC”) Rule 10b-5, see 17 C.F.R. § 240.10b-5; (2) those same executives as well as Magnum Hunter’s outside board members and underwriters in violation of § 11 of the Securities Act of 1933 (“Securities Act”), see 15 U.S.C. § 77k; and (3) Magnum Hunter’s underwriters in violation of § 12 of the Securities Act, see 15 U.S.C. § 77l(a)(2). (1) We review a Rule 12(b)(6) dismissal de novo, accepting all factual allegations in the complaint as true, and drawing all reasonable inferences in plaintiffs’ favor. See ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007). We assume the parties’ familiarity with the facts and the record of prior proceedings, which we reference only as necessary to explain our decision to affirm.

1.             Exchange Act Claims Fail To Allege Facts Admitting a Strong Inference of Scienter

To survive dismissal, securities fraud complaints must satisfy the heightened pleading standard of Fed. R. Civ. P. 9(b), which requires that the circumstances

(1) Specifically, plaintiffs assert Exchange Act claims against the following defendants: Gary C. Evans, Magnum Hunter’s Chairman and Chief Executive Officer; Ronald Ormand, Magnum Hunter’s former Chief Financial Officer; David S. Krueger and Fred J. Smith, Jr., Magnum Hunter’s former and current Chief Accounting Officers, respectively; and H.C. “Kip” Ferguson, Magnum Hunter’s Vice President of Exploration. They assert their § 11 claims against defendants Evans, Ormand, and Krueger; Magnum Hunter’s outside board members J. Raleigh Bailes, Sr., Victor G. Carillo, Brad Bynum, Stephen C. Hurley, Joe L. McClaugherty, Steven A. Pfeifer, and Jeff Swanson; and underwriters Credit Suisse Securities (USA) LLC, and Citigroup Global Markets Inc. (“Underwriter Defendants”). Section 12 claims are asserted only against the Underwriter Defendants.

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constituting fraud be “state[d] with particularity,” and the Private Securities Litigation Reform Act (“PSLRA”), see 15 U.S.C. § 78u-4(b), which requires that scienter, i.e., a defendant’s “intention to deceive, manipulate, or defraud,” also be pleaded with particularity, Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 313 (2007) (internal quotation marks omitted). To satisfy the PSLRA, a complaint must, “‘with respect to each act or omission alleged to [constitute securities fraud], state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind.’” ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d at 99 (quoting 15 U.S.C. § 78u-4(b)(2)). That strong inference must be “cogent and at least as compelling as any opposing inference one could draw from the facts alleged.” Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. at 324. In deciding if this burden has been carried, we consider “all of the facts alleged, taken collectively,” not individual allegations in isolation. Id. at 323. Scienter may be satisfied by alleging facts “(1) showing that the defendants had both motive and opportunity to commit the fraud or (2) constituting strong circumstantial evidence of conscious misbehavior or recklessness.” ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d at 99.

On appeal, plaintiffs do not argue that any defendant had the “motive and opportunity” to commit fraud sufficient to support scienter.(2) Id. Rather, they argue that

(2) In their amended complaint, plaintiffs purported to allege that defendants Evans and Krueger had the motive and opportunity to commit fraud because those defendants sold shares of Magnum Hunter stock during the class period. Insofar as these allegations are not abandoned, see United States v. Joyner, 313 F.3d 40, 44 (2d Cir. 2002) (deeming argument not raised in appellate brief abandoned), we agree with the district court that such stock sales are insufficient by themselves to demonstrate motive and opportunity to commit fraud. See Acito v. IMCERA Grp., Inc., 47 F.3d 47, 54 (2d Cir. 1995) (holding that selling stock, by itself, insufficient to plead scienter, absent allegations that “stock sales were ‘unusual’”); accord Rothman v. Gregor, 220 F.3d 81, 94 (2d Cir. 2000).

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the alleged facts give rise to a strong inference of defendants’ “conscious misbehavior or recklessness.” Id. Where, as here, “motive is not apparent, it is still possible to plead scienter by identifying circumstances indicating conscious behavior by the defendant, though the strength of the circumstantial allegations must be correspondingly greater.” Kalnit v. Eichler, 264 F.3d 131, 142 (2d Cir. 2001). Like the district court, however, we conclude that plaintiffs have failed in this regard.

Under plaintiffs’ theory, defendants represented in their public statements that Magnum Hunter had evaluated its internal controls and procedures and signed off that they were effective, despite knowingly or recklessly disregarding that the internal controls were ineffective, which caused Magnum Hunter to restate its financials and eventually reveal that there were greater accounting weaknesses than had previously been reported. Plaintiffs’ allegations, however, fail to support such an inference. Rather, as the district court held, they support only that “defendants were in a constant game of ‘Catch up’—acknowledging the company’s material weaknesses and disclosing their continued efforts to resolve them, only to learn of yet more.” In re Magnum Hunter Res. Corp. Sec. Litig., 26 F. Supp. 3d 278, 297 (S.D.N.Y. 2014).

Plaintiffs’ allegations regarding the February and May 2012 publication of inaccurate financial results leading to the November 2012 financial restatement do not themselves give rise to a plausible inference of scienter. See Stevelman v. Alias Research,

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Inc., 174 F.3d 79, 84 (2d Cir.1999) (rejecting argument that company’s subsequent revelation of accounting change and retroactive announcement of lowered earnings was probative of conscious misbehavior or recklessness). Nor do Magnum Hunter’s statements related to internal controls weaknesses support such an inference, even when compared to earlier statements that the company was implementing remedial measures. See, e.g., ECA, Local 134 IBEW Joint Pension Trust of Chicago v. JP Morgan Chase Co., 553 F.3d 187, 200 (2d Cir. 2009) (“[A]llegations of GAAP violations or accounting irregularities, standing alone, are insufficient to state a securities fraud claim” in absence of “evidence of corresponding fraudulent intent.” (internal quotation marks omitted)); Novak v. Kasaks, 216 F.3d 300, 309 (2d Cir. 2000) (stating that failure to identify problems with internal controls and accounting practices does not manifest recklessness sufficient for § 10(b) liability).

The amended complaint alleges only that Magnum Hunter repeatedly disclosed ongoing control weaknesses in late-2012 through mid-2013 while continuing to warn of possible additional problems. Plaintiffs argue that the initial disclosures did not identify every known control weakness, but that, too, is insufficient to support a plausible inference of scienter. See, e.g., Acito v. IMCERA Grp., Inc., 47 F.3d 47, 53 (2d Cir. 1995) (“Mere allegations that statements in one report should have been made in earlier reports do not make out a claim of securities fraud.”). In any event, plaintiffs’ own allegations belie their contention, as the November 2012 disclosure showed Magnum Hunter identifying material weaknesses in its quarterly financial reporting, as well as in its share-based compensation,

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and disclosing a “[l]ack of sufficient, qualified personnel to design and manage an effective control environment.” Am. Compl. ¶ 105.

Plaintiffs nevertheless argue that when these disclosure allegations are combined with the alleged assertions of “confidential witnesses” who used to work at Magnum Hunter, a strong inference of recklessness can be drawn. These witnesses indicate, inter alia, that corporate controller Smith was inexperienced and overwhelmed by his responsibilities, and that defendant Krueger, the former chief accounting officer, lacked the desire or skills to train accounting staff on appropriate internal controls. Contrary to plaintiffs’ contention, however, these confidential witness assertions suggest, at most, that Magnum Hunter had inadequate internal controls; they do not imply that any defendant made specific disclosures with fraudulent scienter. See ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d at 99. Instead, documents referenced in the complaint indicate that defendants disclosed repeatedly, in November 2012 and into 2013, that Magnum Hunter had material accounting weaknesses in its audit staffing and financial reporting.

A confidential witness statement regarding “changed” production numbers is also insufficient to plead scienter with the required particularity. The witness does not identify any specific numbers that were changed, nor does she tie the changed numbers to a particular misstatement. Thus, this allegation is insufficiently particular to attribute the requisite scienter to any defendant. As for statements regarding the Eagle Ford disclosures, plaintiffs have not alleged that these expressions of corporate optimism—that the site had achieved “predictability” and was “clearly exceeding” the company’s previous

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projections—were false, let alone reckless. See Novak v. Kasaks, 216 F.3d at 309 (rejecting “fraud by hindsight”).

Accordingly, after examining “all of the facts alleged, taken collectively,” we conclude that no “reasonable person” would “deem the inference of scienter cogent and at least as compelling as any opposing inference one could draw from the facts alleged.” Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. at 314.(3)

2.             The Securities Act Claims Are Barred by the Statute of Limitations

Claims under the Securities Act must be “‘brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence.’” Police & Fire Ret. Sys. of City of Detroit v. IndyMac MBS, Inc., 721 F.3d 95, 107 (2d Cir. 2013) (quoting 15 U.S.C. § 77m). Plaintiffs argue that their claims are timely with the benefit of the “discovery rule,” under which “the limitations period does not begin to run until the plaintiff thereafter discovers or a reasonably diligent plaintiff would have discovered the facts constituting the violation.” Merck & Co. v. Reynolds, 559 U.S. 633, 653 (2010) (internal quotation marks omitted) (applying discovery rule to Exchange Act claims). We have never considered whether Merck abrogates this circuit’s existing “inquiry notice” rule in favor of the discovery rule in Securities Act claims, an issue that divides the district courts in this circuit. See, e.g., Pennsylvania Pub. Sch. Emps.’ Ret. Sys. v. Bank of Am. Corp., 874 F. Supp. 2d 341, 364 (S.D.N.Y. 2012) (surveying “conflicting law . . . on this point”). We need not

(3) Because plaintiffs have failed to state a § 10(b) claim, their § 20(a) claim must also fail. See ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d at 108.

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conclusively decide this question here because, even if we were to resolve it in plaintiffs’ favor, we nevertheless conclude that the Securities Act claims are untimely because Magnum Hunter’s public disclosures on October 22, 2012, and November 14, 2012, would have led a reasonably diligent plaintiff to have discovered the facts underlying his claim. See Freidus v. Barclays Bank PLC, 734 F.3d 132, 139 (2d Cir. 2013).

Plaintiffs argue that it was only with the April 16, 2013 disclosure that they could understand the “pervasive” nature of the internal control weaknesses. Appellant’s Br. 50. The argument fails because we have never permitted the statute of limitations to be tolled until a company’s disclosures touch on every specific allegation that a plaintiff chooses to put in his complaint. That is especially so where, as here, earlier disclosures were sufficient to allow plaintiffs to discover the facts underlying the cause of action. See Freidus v. Barclays Bank PLC, 734 F.3d at 139; cf. Staehr v. Hartford Fin. Servs. Grp., 547 F.3d 406, 427 (2d Cir. 2008) (stating that, under inquiry notice doctrine, “investor does not have to have notice of the entire fraud being perpetrated”). Accordingly, because plaintiffs filed the operative complaint more than one year after Magnum Hunter disclosed information sufficient for plaintiffs to discover their claims, plaintiffs’ claims are untimely.

The “relation back” and “equitable tolling” doctrines warrant no different conclusion. Plaintiffs cannot benefit from the relation back doctrine because those plaintiffs who originally filed suit did not allege stock purchases traceable to any of Magnum Hunter’s offerings and, thus, lacked standing. See DeMaria v. Andersen, 318 F.3d 170, 178 (2d Cir. 2003) (stating that standing under § 11 of Securities Act is conferred

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only upon “purchasers who can trace their shares to an allegedly misleading registration statement”); Fed. R. Civ. P. 15(c)(1)(B) (relation back doctrine applies only where amended pleading “asserts a claim or defense that arose out of the conduct, transaction, or occurrence set out—or attempted to be set out—in the original pleading”). Delaware County Employees Retirement Fund (“DelCo”), the plaintiff with standing, was not an original plaintiff and, thus, cannot provide relationship back to the original complaint. See Police & Fire Ret. Sys. of City of Detroit v. IndyMac MBS, Inc., 721 F.3d at 112—13. Plaintiffs’ equitable tolling argument is similarly unavailing, as DelCo has long known about it claims. Indeed, in June 2013, it moved for appointment as lead counsel, although it never filed its own complaint. Under these circumstances, we conclude that plaintiffs have not demonstrated either the reasonable diligence or extraordinary obstacle to filing necessary for equitable tolling. See Pace v. DiGuglielmo, 544 U.S. 408, 418 (2005).

3.             Conclusion

We have considered plaintiffs’ remaining arguments and conclude that they are without merit. We therefore AFFIRM the judgment of the district court.

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