Form ATS-N Form ATS-N Form ATS-N

United States Securities and Exchange Commission
Washington, DC
FORM ATS-N
Intentional Misstatements or Omissions of Facts May Constitute Criminal Violations
See 18 U.S.C.1001 and 15 U.S.C. 78ff(a)
File No:
{NMS Stock ATS} is making this filing pursuant to the
Rule 304 under the Securities Exchange Act of 1934
•

Does the NMS Stock ATS currently operate pursuant to a Form ATS?

Yes No
Type of Filing (select one)






Initial Form ATS-N
Material Amendment
Updating Amendment
Correcting Amendment
Order Display and
Fair Access Amendment

Rule 304(a)(1)(i)
Rule 304(a)(2)(i)(A)
Rule 304(a)(2)(i)(B)
Rule 304(a)(2)(i)(C)
Rule 304(a)(2)(i)(D)

•

Statement about the Form ATS-N Amendment pursuant to Instruction A.7(g) of this
form:

•

Provide the EDGAR accession number for the Form ATS-N filing to be amended:

 Notice of Cessation
•

Rule 304(a)(3)

Date the NMS Stock ATS will cease to operate: mm/dd/yyyy

 Withdrawal of Form ATS-N filing
Provide the EDGAR accession number for the Form ATS-N filing to be withdrawn:

Part I: Identifying Information
1. Is the organization, association, Person, group of Persons, or system filing the Form ATS-N a
broker-dealer registered with the Commission?
YesNo
2. Full name of registered broker-dealer of the NMS Stock ATS (“Broker-Dealer Operator”) as
stated on Form BD:
3. Full name(s) of NMS Stock ATS under which business is conducted, if different:
4. Provide the SEC file number and CRD number of the Broker-Dealer Operator:
a. SEC File No.:
b. CRD No.:
5. Provide the full name of the national securities association of the Broker-Dealer Operator, the
effective date of the Broker-Dealer Operator’s membership with the national securities
association, and Market Participant Identifier (“MPID”) of the NMS Stock ATS:
a. National Securities Association:
b. Effective Date of Membership:
c. MPID of the NMS Stock ATS:
6. Provide, if any, the website URL of the NMS Stock ATS:
7. Provide the primary, and if any, secondary, physical street address(es) of the NMS Stock
ATS matching system:
8. Attach as Exhibit 1, the most recently filed or amended Schedule A of Form BD for the
Broker-Dealer Operator disclosing information related to direct owners and executive
officers.
 Select if, in lieu of filing, {NMS Stock ATS} certifies that the information requested
under this Exhibit is available at the website above and is accurate as of the date of this
filing.
9. Attach as Exhibit 2, the most recently filed or amended Schedule B of Form BD for the
Broker-Dealer Operator disclosing information related to indirect owners.
 Select if, in lieu of filing, {NMS Stock ATS} certifies that the information requested
under this Exhibit is available at the website above and is accurate as of the date of this
filing.

10. For filings made pursuant to Rule 304(a)(2)(i)(A) through (D) (i.e., Form ATS-N
Amendments), attach as Exhibit 3 a document marked to indicate changes to “yes” or “no”
answers or additions to or deletions from any Item in Part I, II, and Part III, as applicable.
Do not include in Exhibit 3 Items that are not changing.
Part II:

Activities of the Broker-Dealer Operator and its Affiliates

Item 1:

Broker-Dealer Operator Trading Activities on the ATS

a. Are business units of the Broker-Dealer Operator permitted to enter or direct the entry of
orders and trading interest (e.g., quotes, conditional orders, or indications of interest) into
the NMS Stock ATS?
YesNo
If yes, name and describe each type of business unit of the Broker-Dealer Operator that
enters or directs the entry of orders and trading interest into the ATS (e.g., NMS Stock
ATS, type of trading desks, market maker, sales or client desk) and, for each business
unit, provide the applicable MPID and list the capacity of its orders and trading interest
(e.g., principal, agency, riskless principal).
b. If yes to Item 1(a), are the services that the NMS Stock ATS offers and provides to the
business units required to be identified in Item 1(a) the same for all Subscribers?
Yes No
If no, explain any differences in response to the applicable Item number in Part III of this
form, as required, and list the applicable Item number here. If there are differences that
are not applicable to Part III, explain those differences here.
c. Are there any formal or informal arrangements with any of the business units required to
be identified in Item 1(a) to provide orders or trading interest to the NMS Stock ATS
(e.g., undertaking to buy or sell continuously, or to meet specified thresholds of trading or
quoting activity)?
Yes No
If yes, identify the business unit and respond to the request in Part III, Item 12 of this
form.
d. Can orders and trading interest in the NMS Stock ATS be routed to a Trading Center
operated or controlled by the Broker-Dealer Operator?
Yes No
If yes, respond to request in Part III, Item 16 of this form.

Item 2:

Affiliates Trading Activities on the ATS

a. Are Affiliates of the Broker-Dealer Operator permitted to enter or direct the entry of
orders and trading interest into the NMS Stock ATS?
Yes No
If yes, name and describe each type of Affiliate that enters or directs the entry of orders
and trading interest into the ATS (e.g., broker-dealer, NMS Stock ATS, investment
company, hedge fund, market maker, principal trading firm), and, for each Affiliate,
provide the applicable MPID and list the capacity of its orders and trading interest (e.g.,
principal, agency, riskless principal).
b. If yes, to Item 2(a), are the services that the NMS Stock ATS offers and provides to the
Affiliates required to be identified in Item 2(a) the same for all Subscribers?
Yes No
If no, explain any differences in response to the applicable Item number in Part III of this
form, as required, and list the applicable Item number here. If there are differences that
are not applicable to Part III, explain those differences.
c. Are there any formal or informal arrangements with an Affiliate required to be identified
in Item 2(a) to provide orders or trading interest to the NMS Stock ATS (e.g.,
undertaking to buy or sell continuously, or to meet specified thresholds of trading or
quoting activity)?
Yes No
If yes, identify the Affiliate and respond to the request in Part III, Item 12 of this form.
d. Can orders and trading interest in the NMS Stock ATS be routed to a Trading Center
operated or controlled by an Affiliate of the Broker-Dealer Operator?
YesNo
If yes, respond to the request in Part III, Item 16 of this form.
Item 3:

Order Interaction with Broker-Dealer Operator; Affiliates

a. Can any Subscriber opt out from interacting with orders and trading interest of the
Broker-Dealer Operator in the NMS Stock ATS?
Yes No
If yes, explain the opt-out process.
b. Can any Subscriber opt out from interacting with the orders and trading interest of an
Affiliate of the Broker-Dealer Operator in the NMS Stock ATS?
Yes No
If yes, explain the opt-out process.

c. If yes to Item 3(a) or 3(b), are the terms and conditions of the opt-out processes required
to be identified in Item 3(a), 3(b), or both, the same for all Subscribers?
Yes No
If no, identify and explain any differences.
Item 4:

Arrangements with Trading Centers

a. Are there any formal or informal arrangements (e.g., mutual, reciprocal, or preferential
access arrangements) between the Broker-Dealer Operator and a Trading Center to access
the NMS Stock ATS services (e.g., arrangements to effect transactions or to submit,
disseminate, or display orders and trading interest in the ATS)?
Yes No
If yes, identify the Trading Center and the ATS services and provide a summary of the
terms and conditions of the arrangement.
b. If yes to Item 4(a), are there any formal or informal arrangements between an Affiliate of
the Broker-Dealer Operator and a Trading Center to access the NMS Stock ATS
services?
Yes No
If yes, identify the Trading Center and ATS services and provide a summary of the terms
and conditions of the arrangement.
Item 5:

Other Products and Services

a. Does the Broker-Dealer Operator offer Subscribers any products or services for the
purpose of effecting transactions or submitting, disseminating, or displaying orders and
trading interest in the NMS Stock ATS (e.g., algorithmic trading products that send
orders to the ATS, order management or order execution systems, data feeds regarding
orders and trading interest in, or executions occurring on, the ATS)?
Yes No
If yes, identify the products or services offered, provide a summary of the terms and
conditions for use, and list here the applicable Item number in Part III of this form where
the use of the product or service is explained. If there is no applicable Item in Part III,
explain the use of the product or service with the ATS here.
b. If yes to Item 5(a), are the terms and conditions of the services or products required to be
identified in Item 5(a) the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
c. Does any Affiliate of the Broker-Dealer Operator offer Subscribers, the Broker-Dealer
Operator, or both, any products or services for the purpose of effecting transactions or

submitting, disseminating, or displaying orders or trading interest in the NMS Stock
ATS?
Yes No
If yes, identify the products or services offered, provide a summary of the terms and
conditions for use, and list here the applicable Item number in Part III of this form where
the use of the product or service is explained. If there is no applicable item in Part III,
explain the use of the product or service with the ATS here.
d. If yes to Item 5(c), are the terms and conditions of the services or products required to be
identified in Item 5(c) the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 6:

Activities of Service Providers

a. Does any employee of the Broker-Dealer Operator or its Affiliate that services both the
operations of the NMS Stock ATS and any other business unit or any Affiliate of the
Broker-Dealer Operator (“shared employee”) have access to confidential trading
information on the NMS Stock ATS?
Yes No
If yes, identify the business unit, Affiliate, or both that the shared employee services, and
provide a summary of the role and responsibilities of the shared employee at the ATS and
the business unit, Affiliate, or both that the shared employee services.
b. Does any entity, other than the Broker-Dealer Operator, support the services or
functionalities of the NMS Stock ATS (“service provider”) that are required to be
explained in Part III of this form?
Yes No
If yes, both identify the service provider and provide a summary of the role and
responsibilities of the service provider in response to the applicable Item number in Part
III of this form, as required. List the applicable Item number here. If there are services
or functionalities that are not applicable to Part III, identify the service provider, the
services and functionalities, and also provide a summary of the role and responsibilities
of the service provider here.
c. If yes to Item 6(b), does the service provider, or any of its Affiliates, use the NMS Stock
ATS services?
Yes No
If yes, identify the service provider, or the Affiliate as applicable, and the ATS services
that the service provider or its Affiliates use.

d. If yes to Item 6(c), are the services that the NMS Stock ATS offers and provides to the
entity required to be identified in Item 6(c) the same for all Subscribers?
Yes No
If no, identify and explain any differences.
Item 7:

Protection of Confidential Trading Information

a. Describe the written safeguards and written procedures to protect the confidential trading
information of Subscribers to the NMS Stock ATS, including:
i.
ii.

written standards controlling employees of the ATS that trade for employees’
accounts; and
written oversight procedures to ensure that the safeguards and procedures
described above are implemented and followed.

b. Can a Subscriber consent to the disclosure of its confidential trading information to any
Person (not including those employees of the NMS Stock ATS who are operating the
system or responsible for its compliance with applicable rules)?
Yes No
If yes, explain how and under what conditions.
c. If yes to Item 7(b), can a Subscriber withdraw consent to the disclosure of its confidential
trading information to any Person (not including those employees of the NMS Stock ATS
who are operating the system or responsible for its compliance with applicable rules)?
Yes No
If yes, explain how and under what conditions.
d. Provide a summary of the roles and responsibilities of any Persons that have access to
confidential trading information, the confidential trading information that is accessible by
them, and the basis for the access.
Part III:

Manner of Operations

Item 1:

Types of ATS Subscribers
Select the type(s) of Subscribers that can use the NMS Stock ATS services:
 Investment Companies

 Retail Investors

 Issuers

 NMS Stock ATSs

 Asset Managers

 Principal Trading Firms

 Hedge Funds

 Market Makers

 Banks

 Other

 Brokers

 Dealers

If other, identify the type(s) of subscriber.
Item 2:

Eligibility for ATS Services

a. Does the NMS Stock ATS require Subscribers to be registered broker-dealers?
Yes No
b. Are there any other conditions that the NMS Stock ATS requires a Person to satisfy
before accessing the ATS services?
Yes No
If yes, list and provide a summary of the conditions.
c. If yes to Item 2(b), are the conditions required to be identified in Item 2(b) the same for
all Persons?
Yes No
If no, identify and describe any differences.
d. Does the NMS Stock ATS require Subscribers to enter a written agreement to use the
ATS services?
Yes No
Item 3:

Exclusion from ATS Services

a. Can the NMS Stock ATS exclude, in whole or in part, any Subscriber from the ATS
services?
Yes No
If yes, list and provide a summary of the conditions for excluding, in whole or in part, a
Subscriber from the ATS services.
b. If yes to Item 3(a), are the conditions required to be identified in Item 3(a) the same for
all Subscribers?
Yes No
If no, identify and explain any differences.
Item 4:

Hours of Operations

a. Provide the days and hours of operation of the NMS Stock ATS, including the times
when orders or trading interest can be entered on the ATS, and any hours of operation
outside of regular trading hours.
b. Are the hours of operations the same for all Subscribers and the Broker-Dealer Operator?
Yes No

If no, identify and explain any differences.
Item 5:

Means of Entry

a. Does the NMS Stock ATS permit orders and trading interest to be entered directly into
the ATS (e.g., via Financial Information eXchange (“FIX”) protocol, Binary)?
Yes No
If yes, explain the protocol that can be used to directly enter orders and trading interest
into the ATS.
b. If yes to Item 5(a), are the protocols required to be identified in Item 5(a) the same for all
Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
c. Are there any other means for entering orders and trading interest into the NMS Stock
ATS (e.g., smart order router, algorithm, order management system, sales desk)?
Yes No
If yes, identify and explain the other means for entering orders and trading interest,
indicate whether the means are provided through the Broker-Dealer Operator, either by
itself or through a third-party contracting with the Broker-Dealer Operator, or through an
Affiliate of the Broker-Dealer Operator, and list and provide a summary of the terms and
conditions for entering orders or trading interest into the ATS through these means.
d. If yes to Item 5(c), are the terms and conditions required to be identified in Item 5(c) the
same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 6:

Connectivity and Co-location

a. Does the NMS Stock ATS offer co-location and related services (e.g., cabinets and
equipment, cross-connects)?
Yes No
If yes, provide a summary of the terms and conditions for co-location and related
services, including the speed and connection (e.g., fiber, copper) options offered.
b. If yes to Item (6)(a), are the terms and conditions required to be identified in Item 6(a) the
same for all Subscribers and the Broker-Dealer Operator?
Yes No

If no, identify and explain any differences.
c. Does the NMS Stock ATS offer any other means besides co-location and related services
required to be explained in this Item 6(a) to increase the speed of communication with the
ATS?
Yes No
If yes, explain the means to increase the speed of communication with the ATS and
provide a summary of the terms and conditions for its use.
d. If yes to Item 6(c), are the terms and conditions required to be identified in Item 6(c) the
same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
e. Does the NMS Stock ATS offer any means to reduce the speed of communication with
the ATS (e.g., speed bumps)?
Yes No
If yes, explain the methods to reduce the speed of communication with the ATS and
provide a summary of the terms and conditions for its use.
f. If yes to Item 6(e), are the terms and conditions required to be identified in Item 6(e) the
same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 7:

Order Types and Attributes

a. Identify and explain each order type offered by the NMS Stock ATS. In your
explanation, include the following:
i.

priority, including the order type’s priority upon order entry and any subsequent
change to priority (if applicable); whether and when the order type can receive a
new time stamp; the order type’s priority vis-à-vis other orders on the book due to
changes in the NBBO or other reference price; and any instance in which the
order type could lose execution priority to a later arriving order at the same price;

ii.

conditions, including any price conditions (e.g., how price conditions affect the
rank and price at which it can be executed; conditions on the display or nondisplay of an order; or conditions on executability and routability);

iii.

order types designed not to remove liquidity (e.g., post-only orders), including
what occurs when such order is marketable against trading interest on the NMS
Stock ATS when received;

iv.

order types that adjust their price as changes to the order book occur (e.g., price
sliding orders or pegged orders) or have a discretionary range, including an
order’s rank and price upon order entry and whether such prices or rank may
change based on the NBBO or other market conditions when using such order
type; when the order type is executable and at what price the execution would
occur; whether the price at which the order type can be executed ever changes;
and if the order type can operate in different ways, the default operation of the
order type;

v.

whether an order type is eligible for routing to other Trading Centers;

vi.

the time-in-force instructions that can be used or not used with each order type;

vii.

the circumstances under which order types may be combined with another order
type, modified, replaced, canceled, rejected, or removed from the NMS Stock
ATS; and

viii.

the availability of order types across all forms of connectivity to the NMS Stock
ATS and differences, if any, in the availability of an order type across those forms
of connectivity.

b. Are the terms and conditions for each order type and attribute the same for all
Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 8:

Order Sizes

a. Does the NMS Stock ATS require minimum or maximum sizes for orders or trading
interest?
Yes No
If yes, specify any minimum or maximum order or trading interest size requirements and
any related handling procedures.
b. If yes to Item 8(a), are the requirements and procedures required to be identified in Item
8(a) the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
c. Does the NMS Stock ATS accept or execute odd-lot orders?
Yes No
If yes, specify any odd-lot order requirements and related handling procedures (e.g., odd
lot treated the same as round lot).

d. If yes to Item 8(c), are the requirements and procedures required to be identified in Item
8(c) the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
e. Does the NMS Stock ATS accept or execute mixed-lot orders?
Yes No
If yes, specify any mixed lot order requirements and related handling procedures (e.g.,
mixed lot treated the same as round lot).
f. If yes, to Item 8(e), are the requirements and procedures required to be identified in 8(e)
the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 9:

Conditional Orders and Indications of Interest

a. Does the NMS Stock ATS send or receive any messages indicating trading interest (e.g.,
IOIs, actionable IOIs, or conditional orders)?
Yes No
If yes, identify and explain the use of the messages, including information contained in
messages (e.g., price or size minimums), how the message is transmitted (e.g., order
management system, smart order router, FIX), when the message is transmitted (e.g.,
automatically by the ATS, or upon the sender’s request), the type of Persons that receive
the message (e.g., Subscribers, Trading Centers), responses to conditional orders or IOIs
(e.g., submission to firm-up conditional orders), and the conditions under which the
message might result in an execution in the ATS (e.g., response time parameters,
interaction, and matching).
b. If yes to Item 9(a), are the terms and conditions governing conditional orders and
indications of interest the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 10:

Opening and Reopening

a. Explain how the NMS Stock ATS opens or re-opens for trading, including when and how
orders and trading interest are priced, prioritized, matched, and executed, and identify any
order types allowed prior to the start of regular trading hours or following a stoppage of
trading in a security during regular trading hours.
b. Are the processes and procedures governing opening and re-opening the same for all
Subscribers and the Broker-Dealer Operator?

Yes No
If no, identify and explain any differences.
c. Explain how unexecuted orders and trading interest are handled at the time the NMS
Stock ATS begins regular trading at the start of regular trading hours or following a
stoppage of trading in a security during regular trading hours.
d. Are the processes or procedures governing unexecuted orders and trading at the time the
NMS Stock ATS begins regular trading at the start of regular trading hours, or following
a stoppage of trading in a security during regular trading hours, the same for all
Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
e. Are there any differences between pre-opening executions, executions following a
stoppage of trading in a security during regular trading hours, and/or executions during
regular trading hours?
Yes No
If yes, identify and explain the differences.
Item 11:

Trading Services, Facilities and Rules

a. Provide a summary of the structure of the NMS Stock ATS marketplace (e.g., crossing
system, auction market, limit order matching book) and explain the means and facilities
for bringing together the orders of multiple buyers and sellers on the NMS Stock ATS.
b. Are the means and facilities required to be identified in Item 11(a) the same for all
Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
c. Explain the established, non-discretionary rules and procedures of the NMS Stock ATS,
including order interaction rules for the priority, pricing methodologies, allocation,
matching, and execution of orders and trading interest, and other procedures governing
trading, such as price improvement functionality, price protection mechanisms, short
sales, locked-crossed markets, the handling of execution errors, and the time-stamping of
orders and executions.
d. Are the established, non-discretionary rules and procedures required to be identified in
Item 11(c) the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.

Item 12:

Liquidity Providers

Are there any formal or informal arrangements with any Subscriber or the Broker-Dealer
Operator to provide orders or trading interest to the NMS Stock ATS (e.g., undertaking to
buy or sell continuously, or to meet specified thresholds of trading or quoting activity)?
Yes No
If yes, describe the arrangement, including the terms and conditions.
Item 13:

Segmentation; Notice

a. Are orders and trading interest in the NMS Stock ATS segmented into categories,
classifications, tiers, or levels (e.g., segmented by type of participant, order size, duration,
source, or nature of trading activity)?
Yes No
If yes, explain the segmentation procedures, including (i) a description for how orders
and trading interest are segmented; (ii) identify and describe any categories,
classification, tiers, or levels and the types of orders and trading interest that are included
in each; (iii) provide a summary of the parameters for each segmented category and
length of time each segmented category is in effect; (iv) any procedures for overriding a
determination of segmented category; and (v) how segmentation can affect order
interaction.
b. If yes to Item 13(a), is the segmentation of orders and trading interest the same for all
Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
c. Does the NMS Stock ATS identify orders or trading interest entered by a customer of a
broker-dealer on the NMS Stock ATS as a customer order?
Yes No
d. If yes to Item 13(a), does the NMS Stock ATS disclose to any Person the designated
segmented category, classification, tier, or level of orders and trading interest?
Yes No
If yes, provide a summary of the content of the disclosure, when and how the disclosure
is communicated, who receives it, and whether and how such designation can be
contested.
e. If yes to Item 13(d), are the disclosures required to be identified in 13(d) the same for all
Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.

Item 14:

Counter-Party Selection

a. Can orders or trading interest be designated to interact or not interact with certain orders
or trading interest in the NMS Stock ATS (e.g., designated to execute against a specific
Subscriber’s orders or trading interest or prevent a Subscriber’s order from executing
against itself)?
Yes No
If yes, explain the counter-party selection procedures, including how counter-parties can
be selected, and whether the designations affect the interaction and priority of trading
interest in the ATS.
b. If yes to Item 14(a), are the procedures for counter-party selection required to be
identified in Item 14(a) the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 15:

Display

a. Does the NMS Stock ATS operate as an Electronic Communication Network as defined
in Rule 600(a)(23) of Regulation NMS?
Yes No
b. Are Subscriber orders and trading interest bound for or resting in the NMS Stock ATS
displayed or made known to any Person (not including those employees of the NMS
Stock ATS who are operating the system)?
Yes No
If yes, explain the display procedures, including how and when Subscriber orders and
trading interest are displayed, how long orders and trading interest are displayed, what
information about orders and trading interest is displayed, and the functionality of the
Broker-Dealer Operator and types of market participants that receive the displayed
information.
c. If yes to Item 15(b), are the display procedures required to be identified in 15(b) the same
for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 16:

Routing

a. Can orders and trading interest in the NMS Stock ATS be routed to a destination outside
the NMS Stock ATS?
Yes No

b. If yes to Item 16(a), must affirmative instructions from a Subscriber be obtained before
its orders or trading interest can be routed from the NMS Stock ATS?
Yes No
If yes, describe the affirmative instruction and explain how the affirmative instruction is
obtained. If no, explain when orders in the NMS Stock ATS can be routed from the ATS
(e.g., at the discretion of the Broker-Dealer Operator).
Item 17:

Closing

a. Are there any differences between how orders and trading interest are treated on the NMS
Stock ATS during the close and how orders and trading interest are treated during regular
trading hours?
Yes No
If yes, identify and explain the differences as compared to the information provided in the
relevant Part III Items of this form.
b. Is the treatment of orders and trading interest during the close the same for all
Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 18:

Trading Outside of Regular Trading Hours

a. Does the NMS Stock ATS conduct trading outside of its regular trading hours?
Yes No
b. If yes to Item 18(a), are there any differences between trading outside of regular trading
hours and trading during regular trading hours in the NMS Stock ATS?
Yes No
If yes, identify and explain the differences.
c. If yes to Item 18(a), is the treatment of orders and trading interest outside of regular
trading hours the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 19:

Fees

a. Identify and describe any fees or charges for use of the NMS Stock ATS services,
including the type of fees (e.g., subscription, connectivity), the structure of the fees (e.g.,
fixed, volume-based, transaction-based), variables that impact the fees (e.g., types of

securities traded, block orders, form of connectivity to the ATS), differentiation among
types of Subscribers (e.g., broker-dealers, institutional investors, retail) and range of fees
(e.g., high and low).
b. Identify and describe any fees or charges for use of the NMS Stock ATS services that are
bundled with the Subscriber’s use of non-ATS services or products offered by the
Broker-Dealer Operator or its Affiliates, including a summary of the bundled services
and products, the structure of the fee, variables that impact the fee, differentiation among
types of Subscribers, and range of fees.
c. Identify and describe any rebate or discount of fees or charges required to be identified in
Items 19(a) and 19(b), including the type of rebate or discount, structure of the rebate or
discount, variables that impact the rebate or discount, differentiation among types of
Subscribers, and range of rebate or discount.
Item 20:

Suspension of Trading

a. Explain any procedures for suspending or stopping trading on the NMS Stock ATS,
including the suspension of trading in individual NMS stocks.
b. Are the procedures for suspending or stopping trading the same for all Subscribers and
the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 21:

Trade Reporting

a. Explain any procedures and material arrangements for reporting transactions on the NMS
Stock ATS, including where an ATS reports transactions and under what circumstances.
b. Are the procedures and material arrangements for reporting transactions on the NMS
Stock ATS the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 22:

Clearance and Settlement

a. Describe any procedures and material arrangements undertaken to facilitate the clearance
and settlement of transactions on the NMS Stock ATS (e.g., whether the ATS becomes a
counterparty, whether it submits trades to a registered clearing agency, or whether it
requires Subscribers to have arrangements with a clearing firm).
b. Are the procedures and material arrangements undertaken to facilitate the clearance and
settlement of transactions on the NMS Stock ATS the same for all Subscribers and the
Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.

Item 23:

Market Data

a. Identify the sources of market data used by the NMS Stock ATS (e.g., proprietary feed
from a national securities exchange, feed from the securities information processor
(“SIP”)), and how the ATS uses market data from these sources to provide the services
that it offers, including how the ATS uses market data to determine the NBBO and
protected quotes, and display, price, prioritize, execute, and remove orders and trading
interest on the ATS.
b. Are the sources of market data and how the NMS Stock ATS uses market data for the
services that it offers the same for all Subscribers and the Broker-Dealer Operator?
Yes No
If no, identify and explain any differences.
Item 24:

Order Display and Execution Access

a. Has the NMS Stock ATS displayed Subscriber orders to any Person (other than NMS
Stock ATS employees) and had an average daily share volume of 5% or more in that
NMS stock as reported by an effective transaction reporting plan or disseminated through
an automated quotation system during four of the preceding six calendar months?
Yes No
b. If yes to Item 24(a), is the NMS Stock ATS required to comply with Rule 301(b)(3)(ii) of
Regulation ATS?
Yes No
If yes,

Item 25:

i.

Provide the ticker symbol for each such NMS stock displayed during each of the
last 6 calendar months;

ii.

Explain how the ATS displays such orders on a national securities exchange or
through a national securities association; and

iii.

Explain how the ATS provides access to such orders displayed in the national
market system equivalent to the access to other orders displayed on that national
securities exchange or through a national securities association pursuant to Rule
301(b)(iii) of Regulation ATS.
Fair Access

a. Has the NMS Stock ATS executed 5% or more of the average daily trading volume in an
NMS stock as reported by an effective transaction reporting plan or disseminated through
an automated quotation system during four of the preceding six calendar months?
Yes No

b. If yes to Item 25(a), is the NMS Stock ATS required to comply with Rule 301(b)(5)(ii) of
Regulation ATS?
Yes No
If yes,
i.

Provide the ticker symbol for each such NMS stock during each of the last 6
calendar months; and

ii.

Describe the written standards for granting access to trading on the ATS pursuant
to Rule 301(b)(5)(ii)(A) of Regulation ATS.

Item 26:

Aggregate Platform Data

Does the NMS Stock ATS publish or otherwise provide to one or more Subscribers
aggregate platform-wide order flow and execution statistics of the ATS that are not
otherwise required disclosures under Rule 605 of Regulation NMS?
Yes No
If yes,
i.

Attach, as Exhibit 4, the most recent disclosure of aggregate platform-wide order
flow and execution statistics of the ATS that are not otherwise required
disclosures under Rule 605 of Regulation NMS and that the ATS provided to one
or more Subscribers as of the end of each calendar quarter.

Select if, in lieu of filing, {NMS Stock ATS} certifies that the information requested
under Exhibit 4 is available at the website provided in Part I, Item 6 of this form and
is accurate as of the date of this filing.
ii.

Attach, as Exhibit 5, a list and explanation of the categories or metrics for the
aggregate platform-wide order flow and execution statistics provided as Exhibit 4
and explain the criteria or methodology used to calculate aggregate platform-wide
order flow and execution statistics.

Select if, in lieu of filing, {NMS Stock ATS} certifies that the information requested
under Exhibit 5 is available at the website provided in Part I, Item 6 of this form and is
accurate as of the date of this filing.

Part IV:

Contact Information, Signature Block, and Consent to Service

Provide the following information of the Person at {NMS Stock ATS} prepared to respond to
questions for this submission:
First Name:

Last Name:

Title:
E-Mail:

Telephone:

Primary Street Address of the NMS Stock ATS:
Mailing Address of the NMS Stock ATS (if different):
The {NMS Stock ATS} consents that service of any civil action brought by, or notice of any
proceeding before, the SEC or a self-regulatory organization in connection with the alternative
trading system’s activities may be given by registered or certified mail to the contact employee at
the primary street address or mailing address (if different) of the NMS Stock ATS, or via email,
at the addresses provided on this Form ATS-N. The undersigned, being first duly sworn,
deposes and says that he/she has executed this form on behalf of, and with the authority of, said
alternative trading system. The undersigned and {NMS Stock ATS} represent that the
information and statements contained herein, including exhibits, schedules, or other documents
attached hereto, and other information filed herewith, all of which are made a part hereof, are
current, true, and complete.
Date {auto fill}

{NMS Stock ATS}

By: _______________________

Title____________________________