                               PUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                              No. 13-1672


UNITED STATES EX REL. MIKE AHUMADA,

                Plaintiff – Appellant,

and

ERIC H. HOLDER, JR., Attorney General,

                Plaintiff,

           v.

NISH;  GREEN   BAY   PACKAGING  INC.;  INTERNATIONAL  PAPER
COMPANY, INCORPORATED; SMURFIT−STONE CONTAINER CORPORATION;
WEYERHAEUSER COMPANY,

                Defendant – Appellees,

and

NATIONAL CENTER FOR EMPLOYMENT OF THE DISABLED, now known
as ReadyOne Industries; BOB JONES, a/k/a Robert E. Jones;
DOES 1−100,

                Defendants.


Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.    Claude M. Hilton, Senior
District Judge. (1:06-cv-00713-CMH-TCB)


Argued:   March 20, 2014                    Decided:   June 23, 2014


Before NIEMEYER and DIAZ, Circuit Judges, and HAMILTON, Senior
Circuit Judge.
Affirmed by published opinion. Judge Diaz wrote the opinion, in
which Judge Niemeyer and Senior Judge Hamilton joined.


ARGUED: Martin E. Restituyo, LAW OFFICES OF MARTIN E. RESTITUYO,
New York, New York, for Appellant.       Robert Carton Weaver, Jr.,
GARVEY   SCHUBERT   BARER,    Portland,    Oregon;   Matthew  Allen
Fitzgerald,    MCGUIREWOODS,    LLP,    Richmond,   Virginia,   for
Appellees.   ON BRIEF: Victor M. Glasberg, VICTOR M. GLASBERG &
ASSOCIATES,   Alexandria,    Virginia;    Mark   C.   Rifkin,  WOLF
HALDENSTEIN ADLER FREEMAN & HERZ LLP, New York, New York, for
Appellant.    Charles William McIntyre, Jr., Franklin Darley
Annand, Washington, D.C., Jeremy S. Byrum, MCGUIREWOODS, LLP,
Richmond, Virginia; Seth A. Rosenthal, Washington, D.C., Michael
Wayne Robinson, VENABLE, LLP, Tysons Corner, Virginia; John
Francis Henault, Jr., PERKINS COIE, LLP, Washington, D.C.; Paul
H. Trinchero, Benjamin J. Lambiotte, GARVEY SCHUBERT BARER,
Portland, Oregon; Lynn F. Jacob, WILLIAMS MULLEN, P.C.,
Richmond, Virginia, for Appellees.




                                2
DIAZ, Circuit Judge:

       Mike    Ahumada,       as    relator,       filed   this    qui     tam    action   on

behalf of the United States under the False Claims Act (“FCA”),

31    U.S.C.    §§ 3729       et   seq.      In     his    first    amended       complaint,

Ahumada alleges that his former employer, the National Center

for    Employment       of     the    Disabled       (“NCED”),      along        with   other

defendants, defrauded the government through various schemes in

connection      with    contracts         pursuant    to    the    Javits-Wagner-O’Day

Act, 41 U.S.C. §§ 8501 et seq.                      Specifically, Ahumada alleges

that    NCED    conspired          with    its     suppliers       and     an    overseeing

nonprofit      to     skirt    applicable        regulations       and     overcharge      the

government.

       After NCED and its former CEO settled, the district court

dismissed Ahumada’s claims against the remaining defendants.                               It

held    that    the    FCA’s       public-disclosure        bar     precluded       subject-

matter jurisdiction and that Ahumada had not stated any viable

claims.        Ahumada now appeals that dismissal, as well as the

district court’s denial of his motion for leave to file a second

amended complaint.            For the reasons that follow, we affirm.



                                             I.

                                             A.

       From February to July of 2004, NCED employed Ahumada as a

Vice    President        and       General       Manager.          NCED,     a    nonprofit

                                               3
corporation, produces a number of products--including military

apparel and corrugated boxes--that it sells to agencies of the

U.S. government.              These sales occur pursuant to contracts under

the Javits-Wagner-O’Day Act.

        The        Javits-Wagner-O’Day         Act     establishes          a   government

contracting program (the “JWOD program”) to promote “employment

and training opportunities for persons who are blind or have

other severe disabilities.”                    41 C.F.R. § 51-1.1(a).              To that

effect, the Act created the Committee for Purchase from People

who   are      Blind    or     Severely    Disabled      (the    “Committee”),         which

makes        and    maintains     a    “procurement       list”      of     products    and

services           eligible     for    purchase        from     “qualified        nonprofit

agencies.”           41 U.S.C. §§ 8502, 8503.                 If “[a]n entity of the

Federal Government intend[s] to procure a product or service on

the procurement list,” it must do so from such a nonprofit at a

market price established by the Committee.                           Id. § 8504.          To

qualify       for     participation       in    the    program,      a    nonprofit    must

certify, on an annual basis, that it “employs blind or other

severely disabled individuals for at least 75 percent of the

hours of direct labor required for the production or provision

of the products and services.”                 Id. § 8501(6)(C).

        To     coordinate        the    participation           of       nonprofits,    the

Committee          appointed    the    National       Industries     for    the    Severely

Handicapped (“NISH”) to serve as the JWOD program’s “central

                                               4
nonprofit agency.”             See id. § 8503(c).         In this role, NISH was

responsible       for     “[e]valuat[ing]       the    qualifications”           of    other

nonprofits that sought to participate in the program, and for

assigning them contracts “in a fair and equitable manner.”                                41

C.F.R.    §§ 51-3.2(b),          51-3.4.        NISH    was     also       charged      with

“monitor[ing]”          the    participating       nonprofits     to       ensure      their

compliance with “the statutory and regulatory requirements [of]

the program.”       Id. § 51-3.2(j).

       Beginning        in     October    2005--about         eight    months         before

Ahumada filed his initial complaint in this case--The Oregonian,

a    Portland-based          newspaper,    published      a    series       of   articles

describing       questionable          practices    within      the    JWOD      program.

Among other issues, the articles alleged that NCED was receiving

payment     on     JWOD       contracts    despite      failing       to     employ      the

requisite        percentage       of     disabled      workers.            The   articles

attributed at least some of the problems in the program to lax

oversight by NISH.

       The El Paso Times published the first in a similar series

of   articles      that       November.     Its     articles     reported        that    the

Committee had begun investigating NCED for its perceived lack of

compliance with JWOD labor requirements.                      The articles further

alleged   that      certain       NCED    suppliers,     including         International

Paper Co. (“IPC”), Green Bay Packaging, Inc., and Smurfit-Stone

Container Corp., helped NCED skirt JWOD regulations by providing

                                            5
NCED with finished products rather than component parts.                    See 41

C.F.R.    § 51-4.4(d)      (prohibiting      JWOD-participating          nonprofits

from “subcontract[ing] the entire production process for all or

a portion of an order without the Committee’s prior approval”).

The articles reported that NCED then resold these products to

the     government     under   the   pretense      that    they   were     produced

entirely by disabled NCED employees.                The allegations reported

in the two newspapers were also the subject of a television

documentary.

        In the wake of this publicity, the FBI launched a criminal

investigation that resulted in the indictments of three NCED

executives.         Bob Jones and Patrick Woods--NCED’s former CEO and

former    Board      President--ultimately      pleaded     guilty   to     various

fraud    and   embezzlement      charges.     In    2010,    a    jury    convicted

NCED’s former COO, Ernie Lopez, of making false statements and

conspiracy to defraud the government.

                                       B.

        On June 20, 2006, Ahumada filed this qui tam suit under the

FCA against NCED, Jones, and one-hundred John Doe defendants in

the U.S. District Court for the Eastern District of Virginia.

The complaint alleged that, between 1999 and 2006, Jones and

NCED engaged in a series of schemes to defraud the government,

primarily      by    receiving    payments    on    JWOD     contracts      despite

failing to comply with JWOD regulations.                  Ahumada later filed a

                                        6
first    amended        complaint          alleging      that    NCED:     (1)     falsely

represented        its         compliance         with     JWOD’s         disabled-labor

requirements; (2) falsely represented that it produced certain

products    it    sold    to    the    government;        and    (3)    overcharged       the

government.

      The first amended complaint also named several additional

defendants, including NISH and four NCED suppliers: IPC, Green

Bay, Smurfit, and Weyerhaeuser Co. (collectively, the “supplier

defendants”).          Ahumada alleged that NISH knew that NCED was not

complying      with     JWOD    requirements       but     continued      to     assign    it

contracts to improve NISH’s own bottom line.                            He also alleged

that the supplier defendants conspired with NCED and facilitated

its fraud by issuing artificially inflated invoices, and, later,

providing      rebates;        falsely       billing     NCED     for    raw     materials

despite actually providing finished or nearly finished products;

and     falsely        stamping       finished        products     with     NCED’s        box

manufacturing certificate.                  According to Ahumada, the supplier

defendants engaged in this conduct while knowing--and attempting

to conceal--that NCED was not complying with JWOD regulations.

      Per its statutory mandate, the United States intervened in

Ahumada’s suit with respect to defendants NCED and Jones.                                 See

31    U.S.C.     § 3730(b)(2).             Both   eventually       settled       with     the

government       and     Ahumada.           The   United    States       chose     not     to

intervene      with     respect       to    the   claims    against       NISH    and     the

                                              7
supplier       defendants,        and        those        parties       moved     to     dismiss

Ahumada’s suit.

       In    support      of    their    motions          to    dismiss,        NISH    and    the

supplier defendants advanced two primary arguments.                                  First, they

argued       that      the       district           court        lacked        subject-matter

jurisdiction pursuant to the FCA’s “public-disclosure bar.”                                    See

31    U.S.C.    § 3730(e)(4)(A)          (2006).              This     provision       precludes

subject-matter        jurisdiction           over    claims       “based      upon”     publicly

disclosed       allegations         unless      the        relator       is     an     “original

source.”        Id.       Second,       they    argued          that    the     first    amended

complaint suffered from various pleading defects.                                In response,

Ahumada      moved    for      leave    to     file       a    proposed       second     amended

complaint.

       The     district        court    granted       the       defendants’          motions    to

dismiss.       See United States ex rel. Ahumada v. Nat’l Ctr. for

Emp’t of the Disabled, No. 1:06-cv-713, 2013 WL 2322836 (E.D.

Va.   May    22,     2013).       The    court       held       that    the     first    amended

complaint was “devoid of any particularized facts” and therefore

failed to plead fraud with the particularity required by Federal

Rule of Civil Procedure 9(b).                   Id. at *3-*4.                Specifically, it

did not identify the “who, what, when, where and how” of the

alleged      false    claims.          Id.    at     *3       (internal      quotation     marks

omitted).           The     court      also     held          that     the    first      amended

complaint’s         “general[]”         and     “conclusory”             allegations          were

                                               8
insufficient because they adequately alleged neither scienter--

“an    essential    element      of     any       FCA     claim”--nor   the     specific

elements of a conspiracy.          Id. at *4.

       As an alternative basis for dismissal, the court held that

the    public-disclosure          bar     deprived          it     of   subject-matter

jurisdiction.      In the court’s view, “[t]he allegations [in the

first amended complaint] clearly track the news media stories

[which] appear[] to be the basis of [Ahumada’s] claim.”                             Id. at

*6.      Furthermore,       the       court        held     that    Ahumada     had     not

established that he was an “original source”--so as to avoid the

public-disclosure bar--because he failed to demonstrate that he

possessed “direct and independent knowledge” of the information

underlying the allegations.             Id.

       Finally, the district court denied Ahumada leave to amend.

It explained that the proposed amendments “fail[ed] to cure the

deficiencies . . . in the [first amended complaint]” and were

therefore futile.       Id. at *7.                Because “[t]he specific details

added to the [second amended complaint] [were] all information

that    c[ould]    be   found      in     the        public      domain,”     the     court

determined   that    the    new    pleading          was    “likewise   based       upon   a

public disclosure.”        Id.

       Ahumada appealed, and we exercise jurisdiction pursuant to

28 U.S.C. § 1291.



                                              9
                                          II.

       Although Ahumada nominally challenges the district court’s

order dismissing the first amended complaint, his arguments on

appeal    center     on    the    sufficiency     of    the   allegations     in    the

second.    In essence, rather than directly challenge the district

court’s dismissal of the first amended complaint, Ahumada argues

that the district court should have granted him leave to amend,

which     he     contends        would     have       cured    any     pleading      or

jurisdictional defects.               We thus consider the issues presented

by this appeal solely through the prism of Ahumada’s proposed

second     amended        complaint,     ultimately       seeking     to    determine

whether    the    district       court   erred    in    concluding     that   it    was

futile.

       Generally, we review a district court’s denial of a motion

for leave to amend for abuse of discretion.                          See US Airline

Pilots Ass’n v. Awappa, LLC, 615 F.3d 312, 320 (4th Cir. 2010).

But where, as here, the district court denied such a motion on

grounds of       futility,       we   employ    the    same   standard     that    would

apply to our review of a motion to dismiss.                          See Pollard v.

Pollard, 325 F. App’x 270, 272 (4th Cir. 2009); see also Platten

v. HG Bermuda Exempted Ltd., 437 F.3d 118, 132 (1st Cir. 2006).

Thus, we review de novo the district court’s legal conclusion

that     Ahumada’s        proposed     amendments       “fail[ed]     to    cure    the

deficiencies . . . in the [first amended complaint]”: namely,

                                           10
that the complaint failed to state a claim on which relief could

be granted and failed to overcome the FCA’s public-disclosure

bar. 1       See Ahumada, 2013 WL 2322836, at *7.

                                         III.

         We first consider whether the FCA’s public-disclosure bar

rendered        the   second   amended    complaint    futile   by   precluding

subject-matter jurisdiction.             We hold that the public-disclosure

bar deprived the district court of jurisdiction over the claims

against all of the appellees except Weyerhaeuser.

                                          A.

         At the time Ahumada filed this action, the FCA’s public-

disclosure bar provided that “[n]o court shall have jurisdiction

over an action under [the FCA] based upon the public disclosure

of   allegations       or   transactions . . .      unless   . . .   the   person

bringing the action is an original source of the information.” 2

31 U.S.C. § 3730(e)(4)(A) (2006).               Qualifying public disclosures



         1
       We review any factual findings underlying the district
court’s analysis of the public-disclosure bar--a jurisdictional
defense--for clear error. See United States ex rel. Rostholder
v. Omnicare, Inc., 745 F.3d 694, 699 (4th Cir. 2014).
         2
       Congress amended the public-disclosure bar in 2010, but
those amendments are not retroactive. The prior version of the
statute applies to this action because it was filed before the
amendments’ enactment. See United States ex rel. May v. Purdue
Pharma L.P., 737 F.3d 908, 915-16 (4th Cir. 2013) (citing Graham
Cnty. Soil & Water Cons. Dist. v. United States ex rel. Wilson,
559 U.S. 280, 283 n.1 (2010)).



                                          11
include those “from the news media” or “a criminal, civil, or

administrative hearing,” among others.                  Id.       Once a defendant

files a motion to dismiss based on the public-disclosure bar,

the relator bears the burden of proving by a preponderance of

the evidence that the bar does not apply.                  See United States ex

rel. Vuyyuru v. Jadhav, 555 F.3d 337, 348 (4th Cir. 2009).

       “Under this Court’s precedent, a qui tam action is based

upon    publicly     disclosed     allegations        only      if     the   qui    tam

plaintiff’s allegations were actually derived from the public

disclosure     itself.”      United       States      ex    rel.      Rostholder     v.

Omnicare,    Inc.,   745   F.3d    694,   699    (4th      Cir.      2014)   (internal

quotation    marks    omitted).       This      stands     in     contrast     to   the

broader tests applied by our sister circuits, which generally

consider allegations to be “based upon” a public disclosure if

they “were ‘supported by’ or ‘substantially similar’ to fraud

that had been publicly disclosed.”              United States ex rel. May v.

Purdue Pharma L.P., 737 F.3d 908, 918 (4th Cir. 2013); see also

United States ex rel. Ondis v. City of Woonsocket, 587 F.3d 49,

57 (1st Cir. 2009) (“[T]he Fourth Circuit [is] alone among the

courts of appeals in favoring a narrow reading of the ‘based

upon’    language.”).            Notably,       the     public-disclosure           bar

“encompasses     actions    even    partly       based      upon”--i.e.,        partly

derived from--public disclosures.            See Vuyyuru, 555 F.3d at 350-

51 (emphasis added).

                                       12
     We easily conclude that Ahumada’s allegations are at least

partly based upon public disclosures.                       Ahumada barely argues

otherwise     in     his    opening    brief,       stating      in   just   a   single

sentence      that    his    “action        is    not    based    upon    any    public

disclosure” because “the only evidence in the record . . . is

that Ahumada has relied only upon his own personal knowledge.”

Appellant’s Br. at 17.             To the contrary, however, the second

amended complaint itself plainly relies on public disclosures.

It explicitly references reporting from The Oregonian and El

Paso Times, and many of Ahumada’s allegations “appear to have

been lifted almost verbatim from” the various articles. 3                             See

Ahumada,    2013     WL    2322836,    at    *6.        Moreover,     several    of    the

essential      allegations        constitute        little       more    than    direct

citations     to     testimony    from      the    Lopez    trial.       Because      that

information, at a minimum, appears to “actually derive” from

public disclosures, see Rostholder, 745 F.3d at 699, we have no

reason   to    disturb      the   district        court’s    factual     finding      that




     3
       Ahumada asserts that the references to the two newspapers
are inconsequential because he was in fact the newspapers’
source. But even if this is true, he does not seem to have been
their only source. In any event, Ahumada’s repeated reliance on
testimony from the Lopez trial (at which Ahumada did not
testify) is alone sufficient for us to conclude that the
allegations in the second amended complaint are at least partly
based upon a public disclosure.



                                            13
public    disclosures              at     least          partly     form      “the      basis    of

[Ahumada]’s claim,” see Ahumada, 2013 WL 2322836, at *6.

                                                  B.

       Even    though        his    action          is     partly    “based      upon”     public

disclosures,         Ahumada            may    nevertheless           avoid       the     public-

disclosure bar if he is an “original source” of the allegations.

See 31 U.S.C. § 3730(e)(4)(A) (2006); see also Rockwell Int’l

Corp. v. United States, 549 U.S. 457, 467 (2007) (describing

original-source            status        as    an        “exception”       to     the     public-

disclosure bar).             To qualify as an original source, a relator

must establish that he (1) has “direct and independent knowledge

of the information on which the allegations are based”; and (2)

“has   voluntarily          provided          the    information         to     the   Government

before filing [the] action.”                   31 U.S.C. § 3730(e)(4)(B) (2006).

                                                  1.

       Considering the second requirement first, we conclude that

Ahumada       has        adequately       established             that     he    reported       his

allegations         to    the   government          prior     to    filing      suit.      In   an

affidavit he submitted in response to the defendants’ motions to

dismiss, Ahumada averred that, “around January 2006,” he met

with FBI agent Steve Chambers and “told him everything [he] knew

about all of the defendants.”                       J.A. 578.        Similarly, the second

amended complaint itself alleges that, in an April 2006 meeting

with Chambers and agent Tom Murray, Ahumada “described in detail

                                                  14
the various schemes taking place at NCED that were being used to

defraud the government.”        Id. at 232.

      Rather than question the truth of these statements, NISH

and the supplier defendants object that they do not “establish

that [Ahumada] discussed any allegations against NISH or any

specific [supplier defendant] with the FBI.” 4             Appellees’ Br. at

27 n.8 (emphasis added).             Similarly, they argue that “Ahumada

has   not    shown,    with    the    requisite    particularity,    that   he

informed the government about his specific allegations against

the remaining defendants.”           Id. at 28 (emphasis added).

      We think this asks too much.             We agree that a relator may

not       satisfy     the     original-source       exception’s      reporting

requirement through an ambiguous assertion that leaves open to

question     whether   the    plaintiff      actually   reported   information

relating to any particular claim or concerning any particular

defendant.     But that is not the case here.            Ahumada’s affidavit

      4
       NISH and the supplier defendants also note that any 2006
conversations with the FBI post-dated the publication of the
initial reports in The Oregonian and El Paso Times.       But a
relator’s report to the government need only occur “before [he]
fil[ed] [the] action,” not before the public disclosure. See 31
U.S.C. § 3730(e)(4)(B); see also United States ex rel. Siller v.
Becton Dickinson & Co., 21 F.3d 1339, 1351 (4th Cir. 1994)
(stating that the relator must “provide the information to the
government   before  filing   his  qui   tam  action”  (emphasis
omitted)).     But see U.S. ex rel. McKenzie v. BellSouth
Telecomms., Inc., 123 F.3d 935, 942 (6th Cir. 1997) (“[A]
relator must inform the government of the alleged fraud before
the information has been publicly disclosed.”).



                                        15
specifically states that he told the FBI “everything [he] knew

about all of the defendants.”          J.A. 578 (emphasis added).              Read

in conjunction with the second amended complaint’s allegations

(which of course name the defendants and outline in detail what

Ahumada knew), we find nothing ambiguous about this statement.

Requiring more would prove needlessly duplicative.

                                      2.

     Whether     Ahumada      has     satisfied       the      original-source

exception’s “direct and independent knowledge” requirement is a

more complicated question.

      Under our case law, a “relator’s knowledge is ‘direct’ if

he acquired it through his own efforts, without an intervening

agency,   and   it    is   ‘independent’     if    the    knowledge       is   not

dependent on public disclosure.”           Grayson v. Adv. Mgmt. Tech.,

Inc., 221 F.3d 580, 583 (4th Cir. 2000).             To establish that his

knowledge meets this standard, a relator must “allege specific

facts--as opposed to mere conclusions--showing exactly how and

when” he obtained it.         See United States ex rel. Hafter v.

Spectrum Emergency Care, Inc., 190 F.3d 1156, 1162 (10th Cir.

1999).    “A mere assertion of [direct and independent] knowledge,

without   adequate    basis   in    fact   and   unsupported        by   competent

proof,” will not establish jurisdiction.            Id. at 1163.

     In applying these standards, we note that the original-

source    exception   “does    not    permit      . . .     claim    smuggling.”

                                      16
Rockwell Int’l, 549 U.S. at 476.          In other words, the fact that

“a relator is an original source with respect to some claim”

does not confer “jurisdiction in gross” over all of his claims.

Id. (emphasis added).          For this reason, we separately address

the source of Ahumada’s knowledge with respect to his claims

against each defendant.

                                  a. NISH

       In his second amended complaint, Ahumada alleges that NISH

facilitated NCED’s fraud by ignoring NCED’s lack of compliance

with    JWOD    regulations.      According   to   the    complaint,   NISH

representatives toured NCED facilities on three occasions (in

1999, 2002, and 2005), and these visits “would have disclosed

and did disclose that NCED did not employ significant numbers of

severely disabled individuals.”           J.A. 250.      Nevertheless, the

complaint alleges, NISH did not bar NCED from participating in

the JWOD program.        Instead, NISH continued to certify NCED’s

compliance with JWOD labor requirements “each and every year.”

Id.    Meanwhile, NISH’s own revenues increased by at least 86

percent.       Accordingly, the second amended complaint concludes,

NISH “aided” NCED in “wrongfully profit[ing] from the United

States.”   Id. at 253.

       Even assuming these allegations are true, Ahumada has not

established that they are based on his direct and independent

knowledge.      Ahumada worked at NCED for only six months in 2004,

                                     17
so it is far from clear how he gained direct knowledge of the

NISH visits in 1999, 2002, and 2005.                Ahumada has offered no

explanation for how he learned of these events.               But nearly all

of the information appears in public disclosures.                 Indeed, the

second amended complaint itself explicitly cites testimony from

the Lopez trial for at least one of its allegations against

NISH.

        Accordingly, without any other explanation from Ahumada, we

conclude    that   his    knowledge   necessarily     derives    from    public

disclosures or some other “intervening agency.”                  Grayson, 221

F.3d at 583.       The allegations against NISH therefore do not

avoid the public-disclosure bar.

                               b. Green Bay

        So too with the claims against Green Bay.            The substance of

Ahumada’s    allegation     against   Green   Bay    is   that   it   produced

“complete and nearly complete” products for NCED in violation of

NCED’s obligation to produce such products itself.                    See J.A.

257.     According to the second amended complaint, Green Bay was

aware that NCED’s governments contracts “required direct labor”

by disabled employees, yet it sold NCED the finished products

anyway.    See id. at 256-57.

        As Ahumada forthrightly acknowledges, however, NCED did not

place     orders   with    Green   Bay     until    “after    [Ahumada    was]

terminated from employment by NCED.”           Id. (emphasis added).        To

                                      18
support    his   allegation     that    Green        Bay    provided     NCED    with

finished   products,   Ahumada    cites        publicly      disclosed    testimony

from the Lopez trial.          See id. at 257 (“Jose Rosales, Sales

Representative for Green Bay, testified at the criminal trial of

Ernie Lopez that commencing in February 2006, NCED ordered a

million    postal   sleeves    from    Green     Bay.”).          Accordingly,     we

conclude that Ahumada is not an original source with respect to

the claims against Green Bay.

                                      c. IPC

      In   contrast    to     Green    Bay,      IPC       “was   already       making

containers for NCED” at the time Ahumada began working there.

Id. at 258.      According to the second amended complaint, these

containers came from IPC’s San Antonio plant, rather than its El

Paso plant, because the general manager of the El Paso plant

“refused to go along with the illegal scheme of manufacturing

boxes that were supposed to be made by disabled individuals.”

Id.   Thus, Ahumada asserts, IPC “unquestionably knew that NCED

was participating in the JWOD program . . . and that NCED was

not meeting the JWOD requirement.”             Id.

      To be sure, this allegation comes closer than the previous

ones to establishing Ahumada’s direct and independent knowledge.

But it nevertheless falls short of the mark.                      To support his

assertion that IPC “unquestionably knew” of NCED’s wrongdoing--

the scienter element of the FCA claim--Ahumada states that he

                                        19
“was told that [IPC’s] General Manager . . . refused to go along

with the illegal scheme.”                  Id. (emphasis added).               But he does

not    state    who     told     him   this       information--whether          some    third

party or an employee of IPC itself.                       See United States v. N.Y.

Med.    Coll.,       252    F.3d    118,    121     (2d   Cir.     2001)      (per    curiam)

(noting that a relator is not an original source if “a third

party is the source of the core information on which the qui tam

complaint       is    based”       (internal       quotation      marks       and    emphasis

omitted)).           He thus has not established that his knowledge was

“direct,” rather than derived from an “intervening agency.”                               See

Grayson, 221 F.3d at 583.

       Ahumada       also    alleges       that    IPC    submitted      to    NCED    eleven

invoices       for    “226,701      complete        GSA   boxes”    in     September      and

October of 2004, after Ahumada informed an IPC representative of

NCED’s   fraudulent          conduct.        J.A.    258.        These    boxes,      Ahumada

alleges,        “were        stamped       with      NCED’s       [box        manufacturing

certificate], falsely making it appear that the boxe[s] were

manufactured by NCED in compliance with the JWOD . . . labor

requirements.”             Id.     But Ahumada offers no basis on which he

could have known such detailed information directly.                                 In fact,

because the invoices Ahumada cites were issued after he left

NCED in July 2004, this information almost certainly derives

from public disclosures or some other intervening agency.                                 Cf.

Rockwell Int’l, 549 U.S. at 475 (concluding that the relator did

                                              20
not possess direct and independent knowledge “[b]ecause [he] was

no longer employed by [the defendant]” at the time the alleged

fraud occurred).       Likely confirming as much, the same page of

the second amended complaint explicitly cites testimony from the

Lopez trial.

      In   sum,    because   Ahumada       has    not    established   that    his

allegations against IPC are based on his direct and independent

knowledge, he does not qualify as an original source.

                                  d. Smurfit

      Ahumada’s allegations against Smurfit are much like those

against Green Bay: Ahumada alleges that Smurfit began filling

“large orders for complete or nearly complete containers” only

“[a]fter [Ahumada] was terminated by NCED.”                 J.A. 260 (emphasis

added).     Paragraph    145    of   the    second      amended   complaint   does

further allege that, after Ahumada was terminated, he informed

Smurfit representatives of NCED’s illegal conduct.                  But it again

provides   no     explanation    for   how       Ahumada   directly    knew   that

Smurfit “continued to make complete containers” for NCED.                      See

id.   Moreover, the next paragraph of the complaint again cites

testimony from the Lopez trial, strongly suggesting that this

public disclosure was in fact the source of Ahumada’s knowledge.

Ahumada is therefore not an original source with respect to the

Smurfit allegations either.

                                e. Weyerhaeuser

                                       21
       Ahumada’s primary allegation against Weyerhaeuser is that,

during the time that Ahumada worked at NCED, it “provided NCED

with raw sheets as well as complete or nearly complete boxes.”

Id. at 261.       According to the second amended complaint, Ahumada

met with Steve Cartmill, a Weyerhaeuser sales manager, “on many

occasions during this period” and took him on tours of the NCED

facility.       Id.     On these tours, Cartmill allegedly saw that NCED

failed to employ a sufficient number of disabled workers.                            The

complaint       further    alleges     that        Cartmill     told    Ahumada      that

Weyerhaeuser was issuing artificially inflated invoices to NCED

and     later    providing     rebates,       and     that     NCED    had   requested

Weyerhaeuser to bill for raw sheets rather than complete boxes

it    actually    provided.          Based    on    these     allegations,      Ahumada

asserts    that       Weyerhaeuser    “facilitate[d]          NCED’s    defrauding    of

the Government.”         Id. at 262.

       Thus, in contrast to many of the allegations against the

other    defendants,       Ahumada     learned       the     facts     underlying    the

Weyerhaeuser      allegations        directly       through    the     course   of   his

employment with NCED.            See United States ex rel. Barajas v.

Northrop Corp., 5 F.3d 407, 411 (9th Cir. 1993) (finding that

the relator’s knowledge “was direct and independent because he

acquired it during the course of his employment”).                        To be sure,

the information Ahumada alleges he learned from Cartmill might

in some sense be characterized as secondhand.                        But Cartmill was

                                             22
an employee of Weyerhaeuser itself, not an “intervening agency”

or   “third   party.”       See       Grayson,   221   F.3d   at   583   (emphasis

added); see also N.Y. Med. Coll., 252 F.3d at 121.                         And, as

further support for his original-source status, Ahumada alleges

that he independently confirmed what Cartmill told him about

Weyerhaeuser’s billing practices through his own inquiry with

NCED’s Controller.

      Because Ahumada’s knowledge derived from an admission the

defendant made to him during the course of Ahumada’s employment-

-an admission Ahumada then confirmed “through his own efforts”--

we believe it is sufficiently direct to satisfy the original-

source exception. 5       See Grayson, 221 F.3d at 583; see also United

States ex rel. Devlin v. California, 84 F.3d 358, 360 (9th Cir.

1996)     (explaining     that    a    relator’s    knowledge      is   direct   and

independent    if   he    “discovered      the     information     underlying    his

allegations . . . through his own labor”).                     Accordingly, the

district    court   did    not    lack    subject-matter      jurisdiction       over

Ahumada’s claims against Weyerhaeuser.


      5
        Although the second amended complaint again refers to
testimony from the Lopez trial, it notes only that the testimony
“corroborated” Ahumada’s allegations against Weyerhaeuser. J.A.
261.   In other words, the allegations neither derive from the
testimony nor directly rely on it.       In any event, Ahumada
accused Weyerhaeuser of wrongdoing before the Lopez trial began.
And no other public disclosure in the record even mentions
Weyerhaeuser.



                                          23
                                        C.

       To    summarize,   we     hold   that     the     public-disclosure      bar

deprives      the   district    court    of     jurisdiction     over     Ahumada’s

claims against NISH, Green Bay, IPC, and Smurfit.                   With respect

to   those     defendants,     the   district    court    correctly     determined

that       Ahumada’s   proposed      amendments     to     his    first    amended

complaint were futile.           Because the public-disclosure bar does

not preclude jurisdiction over the claims against Weyerhaeuser,

however, we must also consider the separate question of whether

those claims were adequately pleaded.



                                        IV.

                                        A.

       As     relevant    here, 6     Ahumada      asserts       claims     against

Weyerhaeuser pursuant to three separate provisions of the FCA--

specifically, those imposing liability against a person who:

       (1) knowingly presents, or causes to be presented, [to
       the government] a false or fraudulent claim for
       payment or approval;

       6
       Ahumada also asserted a claim against Weyerhaeuser for so-
called “reverse” false claims.       See 31 U.S.C. § 3729(a)(7)
(2006).   But by failing to discuss that claim in his brief,
Ahumada has effectively abandoned it on appeal.       See United
States v. Al-Hamdi, 356 F.3d 564, 571 n.8 (4th Cir. 2004)
(“[C]ontentions not raised in the argument section of the
opening brief are abandoned.”).        As Ahumada’s brief also
neglects to mention the one-hundred John Doe defendants, his
claims against them are likewise abandoned.



                                        24
       (2) knowingly makes, uses, or causes to be made or
       used, a false record or statement to get a false or
       fraudulent claim paid or approved by the Government;
       [and]

       (3) conspires to defraud the Government by getting a
       false or fraudulent claim allowed or paid.

31   U.S.C.     § 3729(a)      (2006). 7      Under    the    first    two    of   these

provisions, we have held that a relator must “plausibly allege

four       distinct    elements:     (1)    there   was   a   false     statement    or

fraudulent course of conduct; (2) made or carried out with the

requisite       scienter;      (3)    that    was     material;”      and    (4)   that

“involved       a     claim”   made    to     the   government        for    payment.” 8



       7
       Amendments to the FCA enacted in 2009 slightly alter the
text of each of these provisions, and the second amended
complaint cites the amended versions. Like the 2010 amendments,
however, the 2009 amendments are generally not retroactive. See
Fraud Enforcement and Recovery Act of 2009, Pub. L. No. 111-21,
§ 4(f), 123 Stat. 1617, 1625 (“The amendments made by this
section shall take effect on the date of enactment . . . and
shall apply to conduct on or after the date of enactment
. . . .”).

     That said, the changes to § 3729(a)(2), specifically, apply
to “all claims under the False Claims Act . . . pending on or
after [June 7, 2008].” See id. § 4(f)(1). And a circuit split
has arisen over whether “claims . . . pending,” in this context,
refers to underlying claims for payment from the government or
the legal claims presented in the action itself.      See, e.g.,
Sanders v. Allison Engine Co., 703 F.3d 930, 940 (6th Cir.
2012), cert. denied, 133 S. Ct. 2855 (collecting cases on both
sides of the split).     We need not address that issue here,
however, because the changes to the text do not affect our
analysis of the adequacy of Ahumada’s allegations.
       8
       We have previously framed the fourth element as requiring
proof that that the false statement “caused the government to
(Continued)
                                             25
Rostholder, 745 F.3d at 700 & n.6 (internal quotation marks and

alterations omitted).         To plead a claim for an FCA conspiracy,

the relator must allege that the conspirators “agreed that [a]

false record or statement would have a material effect on the

Government’s decision to pay [a] false or fraudulent claim.”

Allison Engine Co. v. United States ex rel. Sanders, 553 U.S.

662, 673 (2008).

      In   alleging   these       elements,   the     complaint     must   “contain

sufficient factual matter, accepted as true, to state a claim to

relief that is plausible on its face.”                    See Ashcroft v. Iqbal,

556 U.S. 662, 678 (2009) (internal quotation marks omitted).

But   allegations     of   fraud    must     also    meet    the   more    stringent

“particularity” requirement of Federal Rule of Civil Procedure

9(b).      To   satisfy    Rule    9(b),   “an      FCA   plaintiff   must,    at   a

minimum, describe the time, place, and contents of the false

representations, as well as the identity of the person making

the misrepresentation and what he obtained thereby.”                          United

States ex rel. Wilson v. Kellogg Brown & Root, Inc., 525 F.3d



pay out money.”   See, e.g., Rostholder, 745 F.3d at 700 & n.6
(emphasis added).   While this formulation remains accurate with
respect to § 3729(a)(1), the Supreme Court clarified in Allison
Engine Co. v. United States ex rel. Sanders that § 3729(a)(2)
merely requires proof that the defendant “made a false . . .
statement for the purpose of getting a false or fraudulent claim
paid or approved by the Government.”    553 U.S. 662, 671 (2008)
(internal quotation marks omitted).



                                        26
370, 379 (4th Cir. 2008) (internal quotation marks omitted).

More precisely, the complaint must allege “the who, what, when,

where and how of the alleged fraud.”                 Id. (internal quotation

marks omitted).          Requiring such particularized pleading, we have

explained, “prevent[s] frivolous suits, . . . eliminat[es] fraud

actions in which all the facts are learned after discovery, and

. . .       protect[s]    defendants   from   harm   to   their   goodwill   and

reputation.”       United States ex rel. Nathan v. Takeda Pharm. N.

Am., Inc., 707 F.3d 451, 456 (4th Cir. 2013), cert. denied, 134

S. Ct. 1759 (2014) (internal quotation marks omitted).

                                        B.

        Applying those standards here, we conclude that Ahumada has

failed to plead viable FCA claims against Weyerhaeuser.

        Ahumada essentially alleges that Weyerhaeuser participated

in two separate schemes to defraud the government. 9                 First, he

alleges that Weyerhaeuser “provided NCED with . . . complete or


        9
        The second amended complaint also contains certain
undifferentiated allegations against “the [supplier] defendants”
as a group.   But because Rule 9(b) requires a relator to plead
FCA claims with particularity--including by identifying “the
‘who[’] . . . of the alleged fraud”--we consider only the
Weyerhaeuser-specific allegations here. See Wilson, 525 F.3d at
379; see also, e.g., Arnlund v. Smith, 210 F. Supp. 2d 755, 760
(E.D. Va. 2002) (“A plaintiff must identify, with particularity,
each individual defendant’s culpable conduct; defendants cannot
be grouped together without specification of which defendant
committed which wrong.” (alterations and internal quotation
marks omitted)).



                                        27
nearly complete boxes,” notwithstanding the fact that NCED had

JWOD   contracts     to    produce       such    boxes    itself.       J.A.        261-62.

Second, he alleges that Weyerhaeuser provided inflated invoices

to NCED and later issued rebates to NCED or its then-CEO, Jones,

“for the amount in excess [of] the actual price.”                           Id. at 262.

Neither of these allegations passes muster.

       With respect to the production allegation, we fail to see

how Weyerhaeuser selling complete boxes to NCED, without more,

constitutes a “fraudulent course of conduct.”                        See Rostholder,

745 F.3d at 700.          There is nothing inherently fraudulent about

producing a particular product and selling it to a customer.

And while it is true that applicable JWOD regulations prohibited

NCED from “subcontract[ing] the entire production process for

. . . an order without the Committee’s prior approval,”                             see 41

C.F.R. § 51-4.4(d), we have held that the FCA cannot “be used as

a   regulatory-compliance          mechanism        in    the     absence      of     . . .

fraudulent     conduct          directed     at     the     federal      government,”

Rostholder, 745 F.3d at 702-03.

       Ahumada’s     second      amended    complaint       contains     no     specific

allegation that NCED ever falsely represented to the government

that   it   produced      the    boxes     Weyerhaeuser         provided.       Although

Ahumada     does    allege      that   an    NCED    representative          “asked”     a

Weyerhaeuser       customer      service    manager       “to    bill   NCED    for    raw

sheets instead of the completed boxes,” Ahumada does not further

                                            28
allege that Weyerhaeuser actually complied with that request.

See J.A. 261-62.           Nor does Ahumada allege that Weyerhaeuser,

specifically, falsely stamped products it produced with NCED’s

box    manufacturing     certificate.          Thus,          in   the   absence      of    any

other     well-pleaded      fraudulent         course         of     conduct     or    false

statement, the production allegation does not state a viable

claim for a violation of the FCA.

        Ahumada’s allegation regarding the rebate scheme fares no

better.       This allegation (which comprises just a single sentence

in the second amended complaint) is utterly devoid of specifics.

Among other deficiencies, it offers no information regarding who

at Weyerhaeuser was involved in the scheme, what Weyerhaeuser

gained from participating, or when the scheme took place.                                  Nor

does    the    complaint    offer   even       a   general         description        of   the

rebates       themselves--for     example,         an    estimation         of   how       many

rebates Weyerhaeuser issued or in what amounts.                                Without any

such    specifics,    the    rebate      allegation           does    not   satisfy        Rule

9(b).

        Finally, we reject Ahumada’s argument that he adequately

pleaded a claim for conspiracy to defraud the government.                                  See

31 U.S.C. § 3729(a)(3) (2006).             To state a claim for conspiracy

under the FCA, a relator must do more than simply show that the

alleged conspirators agreed to make a false record or statement;

the    relator    must     also   show    “that         the    conspirators        had     the

                                          29
purpose      of     ‘getting’   the    false      record       or    statement   to     bring

about the Government’s payment of a false or fraudulent claim.”

Allison Engine, 553 U.S. at 672-73.

       Neither the production allegation nor the rebate allegation

establishes a claim for an FCA conspiracy.                          In neither case does

Ahumada       adequately      allege    that       Weyerhaeuser         acted    with    the

purpose of defrauding the government. 10                       And, to the extent that

these       allegations      plead    agreements         at    all,    Ahumada   does     not

identify who at Weyerhaeuser entered them, when he or she did

so, or what Weyerhaeuser sought to gain.                            The conspiracy claim

therefore fails to meet even the basic plausibility standard of

Rule        8(a),     much    less     the        more        stringent    particularity

requirement of Rule 9(b).               Cf. Bell Atl. Corp. v. Twombly, 550

U.S. 544, 557 (2007) (“[A] conclusory allegation of agreement at

some unidentified point does not supply facts adequate to show

illegality.”).

       In sum, we hold that Ahumada’s second amended complaint

fails to adequately plead any FCA claim against Weyerhaeuser.

       10
        As a coda to his allegations against Weyerhaeuser,
Ahumada asserts that “Weyerhaeuser participated in the above
schemes to facilitate NCED’s defrauding of the Government.”
J.A. 262.   But he pleads no particular factual allegations to
support this conclusion.   This statement, accordingly, does not
satisfy the “purpose” requirement articulated in Allison Engine.
See Iqbal, 556 U.S. at 678 (stating that a complaint must offer
more than “naked assertion[s] devoid of further factual
enhancement” (internal quotation marks omitted)).



                                             30
In conjunction with our previous determination that the district

court lacked subject-matter jurisdiction over the claims against

the   other    appellees,     we   agree    with   the    district   court   that

Ahumada’s      attempt   to   amend    his    pleading     was   futile.      The

district court therefore did not err in denying Ahumada leave to

amend and dismissing his action.



                                       V.

      For     the   reasons   given,   we    affirm      the   district    court’s

judgment.

                                                                          AFFIRMED




                                       31
