The Court directed that the Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired one or more shares of PPG common stock during the Settlement Class Period. The Court has directed us to send you the Notice because, as a potential Settlement Class Member, you have a right to know about your options before the Court rules on the approved Settlement. Additionally, you have the right to understand how this class action lawsuit may generally affect your legal rights. The Court has approved the Settlement, and the Plan of Allocation (or some other plan of allocation), and the claims administrator selected by Lead Plaintiff and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

The purpose of the Notice is to inform you of the existence of this case, that is it a class action, how you might be affected. It is also being sent to inform you of the terms of the approved Settlement, and of a hearing that was held by the Court to consider the fairness, reasonableness, and adequacy of the approved Settlement, the Court Approved Plan of Allocation and the motion by Lead Counsel for an award of attorneys' fees and reimbursement of Litigation Expenses (the "Settlement Hearing").

The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action.  The Court has approved the Settlement and a plan of allocation, and the payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing.  Please be patient, as this process can take some time to complete.

PPG is a Fortune 500 company headquartered in Pittsburgh, Pennsylvania, and is a global supplier of paints, coatings, and specialty materials.

The Action was filed on May 20, 2018, in the United States District Court for the Central District of California, styled Milv v. PPG Industries, Inc. et al., Case No.: 2:18-cv-04231

By Order dated August 27, 2018, the Court appointed Joe Cammarata Lead Plaintiff in the Action; and approved Lead Plaintiff’s selection of Glancy Prongay & Murray LLP as Lead Counsel for the putative class.

On September 21, 2018, Lead Plaintiff filed and served his Amended Class Action Complaint for Violations of the Federal Securities Laws (the “Complaint”) asserting claims against: (a) defendants PPG and Kelly under Section 10(b) of the Securities Exchange Act 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder; and (b) defendants McGarry, Morales, and Kelly under Section 20(a) of the Exchange Act.  Among other things, the Complaint alleges that violations of PPG’s accounting policies and procedures caused material misstatements in PPG’s financial reporting.  The Complaint further alleged that the price of PPG’s common stock was artificially inflated as a result of Defendants’ allegedly false and misleading statements, and declined when the truth was revealed.

On October 5, 2018, the PPG Defendants and Defendant Kelly each filed a motion to dismiss the Complaint. On October 22, 2018, Lead Plaintiff filed his papers in opposition and, on November 5, 2018, the PPG Defendants and Defendant Kelly filed reply papers. On December 21, 2018, the Court entered its Order denying Defendants’ motions to dismiss the Complaint.

On January 4, 2019, the PPG Defendants and Defendant Kelly each filed answers to the Complaint.

With the automatic stay of discovery imposed by the Private Securities Litigation Reform Act of 1995 (“PSLRA”) having been lifted following the denial of the motions to dismiss, the Parties exchanged initial disclosures on January 25, 2019, and commenced fact discovery.

On March 8, 2019, Lead Plaintiff filed his motion for class certification, together with the expert report of Dr. David Tabak of NERA Economic Consulting regarding market efficiency. Defendants opposed class certification, and the motion for class certification was fully briefed on April 8, 2019.

On April 22, 2019, Lead Counsel and Defendants' Counsel met with former United States District Court Judge Layn R. Philips, a highly experienced, neutral mediator, who presided over a full-day mediation session between the Parties in New York.In advance of the mediation session, the Parties each submitted and exchanged detailed mediation statements and exhibits, that addressed, among other things, issues related to liability and damages. The session ended without an agreement to settle. However, Judge Philips informed the parties that he would be making a mediator's proposal. Shortly thereafter, Judge Philips presented a mediator's recommendation that the Action be settled for $25,000,000 and undertook to conduct further discussion with the Parties. The Parties thereafter accepted the mediator's proposal and agreed to settle the Action for $25,000,000.

Based on the investigation, prosecution, and mediation of the case, and the review of hundreds of thousands of pages of documents produced by Defendants, Lead Plaintiff and Lead Counsel have concluded that the terms and conditions of this Stipulation are fair, reasonable, and adequate to Lead Plaintiff and other Settlement Class Members, and in their best interests.  Based on Lead Plaintiff’s direct oversight of the prosecution of this matter and with the advice of his counsel, Lead Plaintiff has agreed to settle and release the claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering, among other things, (a) the substantial financial benefit that Lead Plaintiff and the other members of the Settlement Class will receive under the approved Settlement; and (b) the significant risks and costs of continued litigation and trial. 

Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden, and expense of further protracted litigation.  Each of the Defendants denies any liability or wrongdoing, and the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, or any other of the Defendants’ Releasees with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, or could have, asserted.  Similarly, the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any Lead Plaintiff of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants’ defenses to liability had any merit.

On July 25, 2019, the Court preliminary approved the Settlement, authorized the Notice to be disseminated to potential Settlement Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely request to be excluded (the time to file for exclusion has passed).

The Settlement Class consists of:

All person and entities who or which purchased or otherwise acquired PPG common stock stock between January 19, 2017 and May 10, 2018 inclusive (the "Settlement Class Period") and who were damaged thereby.

Excluded from the Settlement Class are Defendants; members of the Immediate Family of each of the Individual Defendants; the current and former Officers and/or directors of PPG; any person, firm, trust, corporation, Officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any of the Defendants; and the legal representatives, agents, affiliates, heirs, successors-in-interest or assigns of any such excluded party.  Also excluded from the Settlement Class are any persons or entities who or which exclude themselves by submitting a request for exclusion in accordance with the requirements set forth in the Notice.

PLEASE NOTE:  RECEIPT OF THE NOTICE DOES NOT MEAN THAT YOU ARE A SETTLEMENT CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.  IF YOU ARE A SETTLEMENT CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO PARTICIPATE IN THE DISTRIBUTION OF PROCEEDS FROM THE SETTLEMENT, YOU ARE REQUIRED TO SUBMIT THE CLAIM FORM THAT IS BEING DISTRIBUTED WITH THE NOTICE AND THE REQUIRED SUPPORTING DOCUMENTATION AS SET FORTH THEREIN EITHER ONLINE OR POSTMARKED NO LATER THAN DECEMBER 20, 2019 (DEADLINE HAS PASSED).

While Lead Plaintiff and Lead Counsel believe that the claims asserted against Defendants in the Action have merit, they recognize the expense and length of continued proceedings necessary to pursue their claims against Defendants through motions, trial, and appeals, as well as the very substantial hurdles they would have to overcome to establish liability and damages.  Lead Plaintiff and Lead Counsel recognize that Defendants have numerous potential defenses that could preclude recovery.  For example, Defendants would have, and have, asserted that the statements by Defendants that Lead Plaintiff challenges were not materially false and misleading, and that, even if they were, the statements were not made with the state of mind required to support the claims alleged.  Even if the hurdles to establishing liability were overcome, the amount of damages that could be attributed to the allegedly false statements would be hotly contested. Lead Plaintiff would have to prevail at several stages, including class certification, summary judgment, trial, and appeal. There was a very significant risk that, absent the Settlement, Lead Plaintiff and the Settlement Class would recover nothing at all in the Action.

In light of these risks, the amount of the Settlement and the immediacy of recovery to the Settlement Class, Lead Plaintiff and Lead Counsel believe that the approved Settlement is fair, reasonable, and adequate, and in the best interests of the Settlement Class.  Lead Plaintiff and Lead Counsel believe that the Settlement provides a substantial benefit to the Settlement Class, namely $25,000,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or no recovery, after summary judgment, trial and appeals, possibly years in the future.

Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever.  Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation.  Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

If there were no Settlement and Lead Plaintiff failed to establish any essential legal or factual element of his claims against Defendants, neither Lead Plaintiff nor the other members of the Settlement Class would recover anything from Defendants.  Also, if Defendants were successful in proving any of their defenses, either at summary judgment, at trial or on appeal, the Settlement Class could recover substantially less than the amount provided in the Settlement, or nothing at all.

As a Settlement Class Member, you are represented by Lead Plaintiff and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” below.

The deadline has passed to request to be excluded as a Settlement Class Member.

The deadline has passed to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses

If you are a Settlement Class Member and you did not exclude yourself from the Settlement Class, you will be bound by any orders issued by the Court.  The Settlement has been approved, the Court has entered a judgment (the “Judgment”).  The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other Settlement Class Members, on behalf of themselves, and their respective current and former officers, directors, agents, parents, spouses, heirs, executors, representatives, trustees, auditors, affiliates, subsidiaries, administrators, predecessors, successors, assigns, assignees, employees, attorneys, and any person or entity who claims by, through, or on behalf of the Lead Plaintiff or any Settlement Class Member in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Plaintiffs’ Claim  (including Unknown Claims, as defined below) against the Defendants and the other Defendants’ Releasees, whether or not such Settlement Class Member executes and delivers the Claim Form or shares in the Net Settlement Fund, and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

“Released Plaintiffs’ Claims” means any and all claims, rights, duties, controversies, obligations, demands, actions, debts, sums of money, suits, contracts, agreements, promises, damages, losses, judgments, liabilities, allegations, arguments,  and causes of action of every nature and description, whether known claims or Unknown Claims (as defined below), whether arising under federal, state, local, common, statutory, administrative, or foreign law, or any other law, rule, or regulation, at law or in equity, whether class or individual in nature, whether fixed or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, that were: (i) made in the Action; or (ii) could have asserted in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint and that relate to the purchase, acquisition, and sale of PPG common stock during the Settlement Class Period.  Released Plaintiffs’ Claims do not include: (i) any claims relating to the enforcement of the Settlement; and (ii) any claims of any person or entity who or which submits a request for exclusion that is accepted by the Court. 

“Defendants’ Releasees” means Defendants and their current and former officers, directors, agents, parents, spouses, heirs, executors, representatives, trustees, auditors, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, attorneys, insurers, reinsurers, and any person or entity who claims by, through, or on behalf of Defendants in their capacities as such.

“Unknown Claims” means any Released Plaintiffs’ Claims which Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant or any other Defendants’ Releasee does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her or it, might have affected his, her or its decision(s) with respect to this Settlement.  With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiff and Defendants shall expressly waive, and each of the other Settlement Class Members shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Lead Plaintiff and Defendants acknowledge, and each of the other Settlement Class Members shall be deemed by operation of law to have acknowledged, that they may hereafter discover facts in addition to or different from those which he, she, it or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims, but, upon the Effective Date of the Settlement, Lead Plaintiff and Defendants shall expressly settle and release, and each of the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, settled and released any and all Released Claims without regard to the subsequent discovery or existence of such different or additional facts.  Lead Plaintiff and Defendants acknowledge, and each of the other Settlement Class Members shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective officers, directors, agents, parents, spouses, heirs, executors, representatives, trustees, auditors, affiliates, subsidiaries, administrators, predecessors, successors, assigns, assignees, employees, attorneys, insurers, and any person or entity who claims by, through, or on behalf of Defendants in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Defendants’ Claim (including Unknown Claims) against Lead Plaintiff and the other Plaintiffs’ Releasees, and shall forever be barred and enjoined from prosecuting any or all of the Released Defendants’ Claims (including Unknown Claims) against any of the Plaintiffs’ Releasees.

“Defendants’ Releasees” means Defendants and their current and former officers, directors, agents, parents, spouses, heirs, executors, representatives, trustees, auditors, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, attorneys, insurers, reinsurers, and any person or entity who claims by, through, or on behalf of Defendants in their capacities as such.

“Released Defendants’ Claims” means any and all claims, rights, duties, controversies, obligations, demands, actions, debts, sums of money, suits, contracts, agreements, promises, damages, losses, judgments, liabilities, allegations, arguments, and causes of action of every nature and description, whether known claims or Unknown Claims, whether arising under federal, state, local, common, statutory, administrative, or foreign law, or any other law, rule, or regulation, at law or in equity, whether class or individual in nature, whether fixed or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims asserted in the Action against Defendants. Released Defendants’ Claims do not include any claims relating to the enforcement of the Settlement or any claims against any person or entity who or which submits a request for exclusion from the Settlement Class that is accepted by the Court.

“Plaintiffs’ Releasees” means Lead Plaintiff and his respective attorneys, and all other Settlement Class Members, and their respective current and former officers, directors, agents, parents, spouses, heirs, executors, representatives, trustees, auditors, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, attorneys, and any person or entity who claims by, through, or on behalf of the Lead Plaintiff or any Settlement Class Member, in their capacities as such.

To be eligible for a payment from the proceeds of the Settlement, you must be a member of the Settlement Class and you must timely complete and return the Claim Form with adequate supporting documentation either online or postmarked no later than December 20, 2019 (deadline has passed).  A Claim Form is included with the Notice, maybe downloaded from the Important Documents section of this website or you may request that a Claim Form be mailed to you by calling the Claims Administrator toll free at 1-833-759-2985. If you wish to file a claim online, please go to the "File a Claim" page. Please retain all records of your ownership of and transactions in PPG common stock, as they may be needed to document your Claim.  If you request exclusion from the Settlement Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund.

At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement.

Pursuant to the Settlement, Defendants have agreed to cause to be paid twenty-five million dollars ($25,000,000) in cash.  The Settlement Amount will be deposited into an escrow account.  The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.”  The Settlement is approved by the Court and if the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (a) all federal, state and/or local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and expenses incurred in connection with providing notice to Settlement Class Members and administering the Settlement on behalf of Settlement Class Members; and (c) any attorneys’ fees and Litigation Expenses awarded by the Court) will be distributed to Settlement Class Members who submit valid Claim Forms, in accordance with the Court Approved Plan of Allocation or such other plan of allocation as the Court may approve.

The Court has approved the Settlement and a plan of allocation. The Net Settlement Fund will not be distributed unless and until the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalf are entitled to get back any portion of the Settlement Fund once the Court’s order or judgment approving the Settlement becomes Final. Defendants shall not have any liability, obligation or responsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund or the plan of allocation.

The approval of the Settlement was independent from the approval of a plan of allocation. The Court has approved the Settlement and the Plan of Allocation.

Unless the Court otherwise orders, any Settlement Class Member who fails to submit a Claim Form postmarked on or before December 20, 2019 (deadline has passed) shall be fully and forever barred from receiving payments pursuant to the Settlement, but will in all other respects remain a Settlement Class Member and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given.  This means that each Settlement Class Member releases the Released Plaintiffs’ Claims against the Defendants’ Releasees and will be enjoined and prohibited from filing, prosecuting, or pursuing any of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees whether or not such Settlement Class Member submits a Claim Form.

Participants in and beneficiaries of a plan covered by ERISA (“ERISA Plan”) should NOT include any information relating to their transactions in PPG common stock held through the ERISA Plan in any Claim Form that they may submit in this Action. They should include ONLY those shares that they purchased or acquired outside of the ERISA Plan. Claims based on any ERISA Plan’s purchases or acquisitions of shares of PPG common stock during the Settlement Class Period may be made by the plan’s trustees. To the extent any of the Defendants or any of the other persons or entities excluded from the Settlement Class are participants in the ERISA Plan, such persons or entities shall not receive, either directly or indirectly, any portion of the recovery that may be obtained from the Settlement by the ERISA Plan.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of any Settlement Class Member.

Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her or its Claim Form.

Only Settlement Class Members, i.e., persons and entities who purchased or otherwise acquired shares of PPG common stock during the Settlement Class Period and were damaged as a result of such purchases or acquisitions, will be eligible to share in the distribution of the Net Settlement Fund.  Persons and entities that are excluded from the Settlement Class by definition or that exclude themselves from the Settlement Class pursuant to request will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Claim Forms.  The only securities that are included in the Settlement are PPG common stock.

Lead Counsel have not received any payment for their services in pursuing claims against the Defendants on behalf of the Settlement Class, nor have Lead Counsel been reimbursed for their out-of-pocket expenses.  Before final approval of the Settlement, Lead Counsel will apply to the Court for an award of attorneys’ fees in an amount not to exceed 27% of the Settlement Fund.  At the same time, Lead Counsel also intends to apply for reimbursement of Litigation Expenses in an amount not to exceed $735,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiff directly related to his representation of the Settlement Class.  The Court will determine the amount of any award of attorneys’ fees or reimbursement of Litigation Expenses.  Such sums as may be approved by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.

Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless such person or entity mails or delivers a written Request for Exclusion from the Settlement Class, addressed to Mild v. PPG Industries, Inc. et al., EXCLUSIONS, c/o JND Legal Administration, P.O. Box 91316, Seattle, WA 98111-9416.  The deadline to request exclusion has past.

Defendants have the right to terminate the Settlement if valid requests for exclusion are received from persons and entities entitled to be members of the Settlement Class in an amount that exceeds an amount agreed to by Lead Plaintiff and Defendants.

The Settlement Hearing was held on October 21, 2019 at 9:00 a.m., before the Honorable R. Gary Klausner at the United States District Court for the Central District of California, United States Courthouse, Roybal Federal Building, Courtroom 850, 8th Floor, 255 East Temple Street, Los Angeles, California 90012.  

The Settlement and the Plain of Allocation have been approved.

If you purchased or otherwise acquired shares of PPG common stock between January 19, 2017 and May 10, 2018, inclusive, for the beneficial interest of persons or organizations other than yourself, you must either (a) within seven (7) calendar days of receipt of the Notice, request from the Claims Administrator sufficient copies of the Notice and Claim Form (the “Notice Packet”) to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners; or (b) within seven (7) calendar days of receipt of the Notice, provide a list of the names and addresses of all such beneficial owners to Mild v. PPG Industries, Inc.et al., c/o JND Legal Administration, P.O. Box 91316, Seattle, WA 98111-9416.  If you choose the second option, the Claims Administrator will send a copy of the Notice and the Claim Form to the beneficial owners.  Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, not to exceed $0.20 plus postage at the current pre-sort rate used by the Claims Administrator per Notice Packet mailed; or $0.10 per name, and address provided to the Claims Administrator, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought.  Copies of the Notice and the Claim Form may also be obtained by calling the Claims Administrator toll-free at 1-833-759-2985.

The Notice contains only a summary of the terms of the approved Settlement.  For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk, United States District Court for the Central District of California, United States Courthouse, Roybal Federal Building, 255 East Temple Street, Los Angeles, California 90012.

All inquiries concerning the Notice and the Claim Form should be directed to:

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS OR THEIR COUNSEL REGARDING THE NOTICE.