                             UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                             No. 16-1495


JUSTIN DICE, individually and on behalf of all others
similarly situated; FAOUR CLEMENT, Individually and on
Behalf of All Others Similarly Situated,

                Plaintiffs – Appellants,

          and

DAVID A. GARCIA, Individually and on Behalf of All Others
Similarly Situated,

                Plaintiff,

          v.

CHANNELADVISOR CORPORATION; SCOT WINGO; DAVID SPITZ; JOHN
BAULE,

                Defendants - Appellees.



Appeal from the United States District Court for the Eastern
District of North Carolina, at Raleigh. James C. Fox, Senior
District Judge. (5:15-cv-00307-F)


Submitted:   November 1, 2016              Decided:   November 30, 2016


Before DUNCAN, KEENAN, and THACKER, Circuit Judges.


Affirmed by unpublished per curiam opinion.


Jacob A. Goldberg, Gonen Haklay, ROSEN LAW FIRM, PA, Jenkintown,
Pennsylvania; James A. Roberts, III, LEWIS & ROBERTS, PLLC,
Raleigh, North Carolina, for Appellants.    Lyle Roberts, COOLEY
LLP, Washington, D.C., for Appellees.


Unpublished opinions are not binding precedent in this circuit.




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PER CURIAM:

      Justin Dice and Faour Clement appeal the district court’s

order dismissing their complaint alleging violations of Sections

10(b)   and   20(a)   of   the     Securities      Exchange     Act   of   1934,   15

U.S.C. §§ 78j(b), 78t(a) (2012).               We review de novo a district

court’s   dismissal    under      Fed.   R.    Civ.     P.    12(b)(6),    accepting

factual allegations in the complaint as true and drawing all

reasonable     inferences        in    favor       of   the     nonmoving     party.

Kensington    Volunteer     Fire      Dep’t v.     Montgomery     Cty.,    684   F.3d

462, 467 (4th Cir. 2012).             To survive a Rule 12(b)(6) motion to

dismiss, a complaint must contain sufficient “facts to state a

claim to relief that is plausible on its face.”                            Bell Atl.

Corp. v. Twombly, 550 U.S. 544, 570 (2007).

      “Under Section 10(b) of the Act, companies are prohibited

from using any manipulative or deceptive device or contrivance

in   connection   with     the    sale   of    a    security     in   violation    of

[Securities and Exchange Commission] rules.”                      Zak v. Chelsea

Therapeutics Int’l, Ltd., 780 F.3d 597, 605 (4th Cir. 2015).

Rule 10b-5 in turn prohibits making any untrue statement of a

material fact.    Id. (citing 17 C.F.R. § 240.10b-5(b)).                    To state

a claim for violation of § 10(b), a plaintiff must establish:

“(1) a material misrepresentation or omission by the defendant;

(2) scienter; (3) a connection between the misrepresentation or

omission and the purchase or sale of a security; (4) reliance

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upon the misrepresentation or omission; (5) economic loss; and

(6) loss causation.”        Id. (internal quotation marks omitted).

We have thoroughly reviewed the record and the relevant legal

authorities and conclude that the district court did not err in

dismissing the Appellants’ complaint.

     Accordingly,     we   affirm    the   district    court’s      order.      We

dispense   with     oral   argument    because       the    facts    and     legal

contentions   are   adequately      presented   in    the   materials      before

this court and argument would not aid the decisional process.



                                                                       AFFIRMED




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