Form ATS Form ATS Form ATS

Form ATS

OMB APPROVAL
OMB Number:
3235-0509
October 31, 2018
Expires:
Estimated average burden
hours per response. . . . . . 2.6

INITIAL OPERATION REPORT, AMENDMENT TO INITIAL OPERATION REPORT
AND CESSATION OF OPERATIONS REPORT FOR ALTERNATIVE TRADING
SYSTEMS

SEC 2550 (5-05)

FORM ATS INSTRUCTIONS

A. GENERAL INSTRUCTIONS
1. Form ATS is the form an alternative trading system must file to notify the Securities and Exchange Commission (“SEC” or
“Commission”) of its activities pursuant to Regulation ATS, § 242.300 et seq.
2. WHEN TO FILE FORM ATS
z
An alternative trading system must file an initial operation report on F orm ATS at least 20 days prior to commencing
operation.
z
The alternative trading system must update Form ATS information by submitting amendments to the initial operation
report at least 20 calendar days prior to implementing a material change to the operation of the alternative trading
system as described on F orm ATS or any amendment thereto. Additionally , the alternative trading system must
update Form ATS information by submitting amendments to the initial operation report on Form ATS within 30 calendar
days after the end of each calendar quarter in which the alternative trading system has operated, correcting any
information contained in any initial operation report or any amendment thereto that has been rendered inaccurate and
that has not previously been reported to the SEC.
z
An alternative trading must also file a cessation of operations report on Form ATS promptly upon ceasing to operate.
z
Form ATS shall not be considered filed, unless it complies with applicable requirements.
3. CONTACT EMPLOYEE - The individual listed on page 1 as the contact employee must be authorized to receive all contact
information, communications and mailings and be responsible for disseminating that information within the alternative
trading system’s organization.
4. FORMAT
z
Attach an Execution Page (Page 1) with original manual signatures.
z
Please type all information.
z
Provide the name of the alternative trading system, the CRD number, the SEC File number, and the filing date on each
page.
z
Use only the current version of Form ATS or a reproduction.
5. WHERE TO FILE AND NUMBER OF COPIES - Submit one original and two copies of F orm ATS to: SEC, Division of
Market Regulation, 450 Fifth Street, N.W., Washington D.C. 20549-1002. Simultaneously with the filing of the original with
the SEC, file one duplicate copy of Form ATS with surveillance personnel designated by the self-regulatory organization
that is the designated examining authority for the alternative trading system pursuant to Rule 17d-1 under the Securities
Exchange Act of 1934.
6. RECORDKEEPING - A copy of this Form ATS, as well as the forms filed with the SEC, must be retained by the alternative
trading system and made available for inspection upon request of the SEC.
7. PAPERWORK REDUCTION ACT DISCLOSURE
z
Form ATS requires an alternative trading system subject to Regulation A TS to provide the Commission with certain
information regarding the operation of the alternative trading system, material and other changes to the operation of
the alternative trading system, and notice upon ceasing operation of the alternative trading system.
z

z

z

z

z

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless
it displays a currently valid control number. Sections 3(b), 11A(a), 11A(c), 15(c), 17(a), 23(a) and 36(a) authorize the
Commission to collect information on this F orm ATS from alternative trading systems that are subject to Regulation
ATS. See 15 U.S.C. §§78c(b), 78k-1(a), 78k-1(c), 78o(c), 78q(a), 78w(a) and 78mm(a).
Any member of the public may direct to the Commission any comments concerning the accuracy of the burden
estimate on the facing page of Form ATS and any suggestions for reducing this burden.
Form ATS is designed to enable the Commission to determine whether an alternative trading system subject to Regulation
ATS is in compliance with Regulation ATS and other federal securities laws.
It is estimated that an alternative trading system will spend approximately 20 hours completing the initial operation
report on F orm ATS, approximately 4 hours preparing each amendment to F orm ATS, and approximately 2 hours
preparing a cessation of operations report on Form ATS.
It is mandatory that an alternative trading system subject to Regulation TAS file an initial operation report on Form ATS,
file an amendment to Form ATS prior to making a material change, file quarterly amendments to Form ATS to reflect
changes not previously reported, and file notice on Form ATS upon ceasing operation of the ATS.

2

FORM ATS INSTRUCTIONS

z

z

All reports provided to the Commission on F orm A TS are deemed confidential and will be available only to the
examination of Commission staff , state securities authorities, and the self -regulatory organizations. Subject to the
provisions of the Freedom of Information Act, 5 U.S.C. 522 (“FOIA”) and the Commission’s rules thereunder (17 CFR
200.80(b)(4)(iii)), the Commission does not generally publish or make available information contained in any reports,
summaries, analyses, letters, or memoranda arising out of, in anticipation of, or in connection with, an examination or
inspection of the books and records of any person or any other investigation.
This collection of information has been reviewed by the Office of Management and Budget (“OMB”) in accordance
with the clearance requirements of 44 U.S.C. §3507. The applicable Privacy Act system of records is SEC-2 and the
routine uses of the records are set forth at 40 FR 39255 (August 27, 1975) and 41 FR 5318 (February 5, 1976).

B. EXPLANATION OF TERMS
ALTERNATIVE TRADING SYSTEM - Shall mean any organization, association, person, group of persons, or system: (1) that
constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for
otherwise performing with respect to securities the functions commonly performed by a stock exchange within the meaning of
Rule 3b-16 under the Exchange Act; and (2) that does not (i) set rules governing the conduct of subscribers other than the
conduct of such subscribers’ trading on such organization, association, person, group of persons, or system, or (ii) discipline
subscribers other than by exclusion from trading.
SUBSCRIBER - Shall mean any person that has entered into a contractual agreement with an alternative trading system to
access such alternative trading system for the purpose of effecting transactions in securities or for submitting, disseminating,
or displaying orders on such alternative trading system, including a customer , member, user, or participant in an alternative
trading system. A subscriber, however, shall not include a national securities exchange or national securities association.
ORDER - Shall mean any firm indication of a willingness to buy or sell a security
, as either principal or agent, including any bid
or offer quotation, market order, limit order or other priced order.

3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL OPERATION REPORT, AMENDMENT TO INITIAL OPERATION REPORT AND
CESSATION OF OPERATIONS REPORT FOR ALTERNATIVE TRADING SYSTEMS

Form ATS
Page 1
Execution
Page

Date filed
(MM/DD/YY):

WARNING: Failure to keep this form current and to file accurate supplementary information on a timely basis, or the failure to keep accurate
books and records or otherwise to comply with the provisions of law applying to the conduct of alternative trading systems would violate
the federal securities laws and may result in disciplinary, administrative or criminal action.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL VIOLATIONS
   INITIAL OPERATION REPORT    

   AMENDMENT TO INITIAL OPERATION REPORT      

   CESSATION OF OPERATIONS REPORT

1. Exact name, principal business address, mailing address, if different, and telephone number of alternative
trading system:
A. Full name of alternative trading system (if sole proprietor, last, first and middle name):
B. Name(s) under which business is conducted, if different from Item 1A:
C. CRD Number:

D.

SEC File No.: 8 -

E. If this filing makes a name change on behalf of the alternative trading system, enter the previous name and
specify whether the name change is of the ________ alternative trading system name (1A), or ________
business name (1B):
Previous name:
F.

Alternative trading system’s main street address (Do not use a P.O. Box):

G. Mailing address (if different):

H. Business telephone and facsimile number:

I.

(Telephone)

Contact employee:
(Name and Title)

(Telephone Number)

(Facsimile)

(F acsimile)

EXECUTION:

The alternative trading system 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 registeredor certified mail
or confirmed telegram, to the alternative trading system’s contact employee at the main address, or mailing address if differen
t, given in Items
1F and 1G. 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 alternative trading system 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:
(MM/DD/YY)

(Name of applicant)

By:
(Signature)

(Printed Name and Title)

Subscribed and sworn before me this _______ day of _________________, __________ by ______________________________
(Month)

(Year)

(Notary Public)

My Commission expires __________________ County of _____________________ S tate of ______________________________
This page must always be completed in full with original, manual signature and notarization.
Affix notary stamp or seal where applicable.
DO NOT WRITE BELOW THIS LINE - FOR OFFICIAL USE ONLY

4

OFFICIAL
USE
ONLY

Form ATS
Page 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL OPERATION REPORT, AMENDMENT TO INITIAL OPERATION REPORT AND
CESSATION OF OPERATIONS REPORT FOR ALTERNATIVE TRADING SYSTEMS

Alternative trading system name:

CRD Number:

Filing date:

SEC File Number: 8­

OFFICIAL
USE

2. If this is an initial operation report, the date the alternative trading system expects
to commence operation:
3. Attach as Exhibit A , a description of classes of subscribers (for example, broker -dealer, institution, or retail).
Also describe any differences in access to the services offered by the alternative trading system to different
groups or classes of subscribers.
4. Attach as Exhibit B:
a. A list of the types of securities the alternative trading system trades (for example, debt, equity
, listed,
Nasdaq NM), or if this is an initial operation report, the types of securities it expects to trade.Note whether
any types of securities are not registered under Section 12(a) of the Exchange Act of 1934 (“Exchange
Act”).
b. A list of the securities the alternative trading system trades, or if this is an initial operation report, the
securities it expects to trade. Note whether any securities are not registered under Section 12(a) of the
Exchange Act.
5. Attach as Exhibit C, the name, address, and telephone number of counsel for the alternative trading system.
6. Attach as Exhibit D, a copy of the constitution, articles of incorporation or association, with all amendments,
and of the existing by-laws or corresponding rules or instruments, whatever the name, of the alternative trading
system. If this information is publicly available on a continuous basis on an Internet site controlled by the
alternative trading system, the alternative trading system may indicate the location of the Internet web site
where such information may be found in lieu of filing such information with the Commission.
7. Attach as Exhibit E , the name of any entity , other than the alternative trading system, that will be involved in
operation of the alternative trading system, including the execution, trading, clearing, and settling of transactions
on behalf of the alternative trading system. Provide a description of the role and responsibilities of each entity.
8. Attach as Exhibit F, the following information:
a. The manner of operation of the alternative trading system;
b. Procedures governing entry of orders into the alternative trading system;
c. The means of access to the alternative trading system;
d. The procedures governing execution, reporting, clearance, and settlement of transactions effected through
the alternative trading system;
e. Procedures for ensuring subscriber compliance with system guidelines; and
f.

A copy of the alternative trading system’s subscriber manual and any other materials provided to subscribers.

9. Attach as Exhibit G, a brief description of the alternative trading system’s procedures for reviewing system
capacity, security, and contingency planning procedures.
10. If any other entity, other than the alternative trading system, will hold or safeguard subscriber funds or securities
on a regular basis, attach as Exhibit H the name of such entity and a brief description of the controls that will be
implemented to ensure the safety of such funds and securities.
11. Attach as Exhibit I, a list providing the full legal name of those direct owners reported on Schedule A of F orm
BD.

5

OFFICIAL
USE
ONLY