Estimated average burden

Form ATS-N

OMB APPROVAL

OMB Number:

3235-0763

Expires:

April 30, 2028

Estimated average burden

hours per response. . . . . . 128.4

Per amendment. . . . . . . . . . 9.4

Per cessation. . . . . . . . . . . . . 2

NMS Stock

Alternative

Trading Systems

Persons who respond to the collection of information

contained in this form are not required to respond unless

the form displays a currently valid OMB control number.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE MERITS OR ACCURACY OF

THE DISCLOSURES IN THIS FILING

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?

c Yes

c No

Type of Filing (select one)

c Initial Form ATS-N

Rule 304(a)(1)(i)

c Material Amendment

Rule 304(a)(2)(i)(A)

c Updating Amendment

Rule 304(a)(2)(i)(B)

c Correcting Amendment

Rule 304(a)(2)(i)(C)

c Order Display and Fair

Access Amendment

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:

c Notice of Cessation

•

Rule 304(a)(3)

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

c Withdrawal of Form ATS-N filing

•

Provide the EDGAR accession number for the Form ATS-N filing to be withdrawn:

1

Part I:

Identifying Information

1. Is the organization, association, Person, group of Persons, or system filing the Form ATS-N a brokerdealer registered with the Commission?

c Yes

c 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.

c 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.

c 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.

2

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?

c Yes

c 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?

c Yes

c 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)?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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.

3

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)?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

Item 4:

c No

If no, identify and explain any differences.

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)?

c Yes

c 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?

c Yes

c 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)?

4

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

Item 6:

c No

If no, identify and explain any differences.

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?

c Yes

c 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?

c Yes

c 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?

c Yes

c No

If yes, identify the service provider, or the Affiliate as applicable, and the ATS services that the

service provider or its Affiliates use.

5

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?

c Yes

Item 7:

c No

If no, identify and explain any differences.

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.

written standards controlling employees of the ATS that trade for employees’ accounts; and

ii. 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)?

c Yes

c 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)?

c Yes

c 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:

c Investment Companies

c Retail Investors

c Issuers

c Brokers

c NMS Stock ATSs

c Asset Managers

c Principal Trading Firms

c Hedge Funds

c Market Makers

c Banks

c Dealers

c Other

Item 2:

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

Eligibility for ATS Services

a. Does the NMS Stock ATS require Subscribers to be registered broker-dealers?

c Yes

c No

b. Are there any other conditions that the NMS Stock ATS requires a Person to satisfy before

accessing the ATS services?

c Yes

c No

If yes, list and provide a summary of the conditions.

6

c. If yes to Item 2(b), are the conditions required to be identified in Item 2(b) the same for all Persons?

c Yes

c 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?

c Yes

Item 3:

c No

Exclusion from ATS Services

a. Can the NMS Stock ATS exclude, in whole or in part, any Subscriber from the ATS services?

c Yes

c 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?

c Yes

Item 4:

c No

If no, identify and explain any differences.

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?

c Yes

Item 5:

c No

If no, identify and explain any differences.

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)?

c Yes

c 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?

c Yes

c 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)?

c Yes

c 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 BrokerDealer Operator, and list and provide a summary of the terms and conditions for entering orders or

trading interest into the ATS through these means.

7

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?

c Yes

Item 6:

c No

If no, identify and explain any differences.

Connectivity and Co-location

a. Does the NMS Stock ATS offer co-location and related services (e.g., cabinets and equipment,

cross-connects)?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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)?

c Yes

f.

c 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.

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?

c Yes

c No

If no, identify and explain any differences.

c Yes

Item 7:

c No

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;

8

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 non-display 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c No

If no, identify and explain any differences.

c. Does the NMS Stock ATS accept or execute odd-lot orders?

c Yes

c 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?

c Yes

c No

If no, identify and explain any differences.

e. Does the NMS Stock ATS accept or execute mixed-lot orders?

c Yes

c No

If yes, specify any mixed lot order requirements and related handling procedures (e.g., mixed lot

treated the same as round lot).

9

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?

c Yes

Item 9:

c No

If no, identify and explain any differences.

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)?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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 BrokerDealer Operator?

c Yes

c 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?

c Yes

c No

If yes, identify and explain the differences.

10

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?

c Yes

c 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?

c Yes

c 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)?

c Yes

c 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)?

c Yes

c 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?

c Yes

c 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 brokerdealer on the NMS Stock ATS as a customer order?

c Yes

c No

11

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?

c Yes

c 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?

c Yes

c 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)?

c Yes

c 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?

c Yes

c 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(b)(23) of Regulation NMS?

c Yes

c 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)?

c Yes

c 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?

c Yes

c 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?

c Yes

c No

12

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?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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.

13

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 BrokerDealer Operator?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c 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?

c Yes

c No

14

b. If yes to Item 24(a), is the NMS Stock ATS required to comply with Rule 301(b)(3)(ii) of

Regulation ATS?

c Yes

c No

If yes,

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.

Item 25: 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?

c Yes

c 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?

c Yes

c 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 platformwide order flow and execution statistics of the ATS that are not otherwise required disclosures

under Rule 605 of Regulation NMS?

c Yes

c 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.

c 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.

c 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.

15

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:

Email:

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____________________________

16

FORM ATS-N INSTRUCTIONS

A. FILING FORM ATS-N:

1. Form ATS-N is a public reporting form that is designed to provide market participants and the

Commission with information about the operations of the NMS Stock ATS and the ATS-related

activities of its Broker-Dealer Operator and its Affiliates. Among other things, an NMS Stock ATS

must file Form ATS-N to be exempt from the definition of “exchange” pursuant to Exchange Act

Rule 3a1-1(a)(2).

2. A separate Form ATS-N is required for each NMS Stock ATS operated by the same Broker-Dealer

Operator.

3. An NMS Stock ATS must provide all the information required by Form ATS-N, including

responses to each Item, as applicable, and the Exhibits, and disclose information that is accurate,

current, and complete.

4. An NMS Stock ATS must respond to each request in detail unless otherwise provided (i.e., where

the request indicates that the ATS is required to disclose “summary” information).

5. Any report required to be submitted pursuant to Rule 304 of Regulation ATS shall be prepared,

formatted, and submitted in accordance with Regulation S-T and the EDGAR Filer Manual.

Filers have the option of submitting the information to EDGAR using the most recent version

of the XML schema for Rule 304 as specified by the EDGAR Filer Manual, or submitting the

information using the web-fillable form for Rule 304 in EDGAR.

6. Initial Form ATS-N: Prior to commencing operations, an NMS Stock ATS shall file an initial Form

ATS-N and the initial Form ATS-N must become effective. If an NMS Stock ATS is currently

operating pursuant to a Form ATS it must indicate such on the Form ATS-N. If the NMS Stock

ATS is operating pursuant to a previously filed initial operation report on Form ATS as of January

7, 2019, such NMS Stock ATS shall file with the Commission a Form ATS-N no earlier than

January 7, 2019, and no later than February 8, 2019.

7. Form ATS-N Amendment

a. An NMS Stock ATS shall amend a Form ATS-N in accordance with the conditions of Rule 304.

b. A Material Amendment, except as provided by Rule 304(a)(2)(i)(D) for an Order Display and

Fair Access Amendment, must be filed at least 30 calendar days prior to the date of

implementation of a material change to the operations of the NMS Stock ATS or to the activities

of the Broker-Dealer Operator or its Affiliates that are subject to disclosure on Form ATS-N.

c. An Updating Amendment must be filed no later than 30 calendar days after the end of each

calendar quarter to correct any other information that has become inaccurate or incomplete for

any reason and was not previously required to be reported to the Commission as a Form ATS-N

Amendment pursuant to Rule 304(a)(2)(i)(A), Rule 304(a)(2)(i)(C), or Rule 304(a)(2)(i)(D).

d. A Correcting Amendment must be filed promptly to correct information in any previous

disclosure on Form ATS-N, after discovery that any information previously filed on Form

ATS-N was materially inaccurate or incomplete when filed.

e. An Order Display and Fair Access Amendment must be filed no later than seven calendar days

after information required to be disclosed in Part III, Items 24 and 25 on Form ATS-N has

become inaccurate or incomplete.

f.

An NMS Stock ATS must select only one “Type of Amendment” for each Form ATS-N

Amendment filed with the Commission.

g. For each Amendment, indicate the Part and Item number of the Form ATS-N that is the subject

of the change, provide a brief summary of the changes, and state whether or not the changes

apply to all Subscribers and the Broker-Dealer Operator.

h. For each Amendment, provide the EDGAR accession number for the filing that is being amended.

17

8. Notice of Cessation: An NMS Stock ATS shall notice its cessation of operations on Form ATS-N at

least 10 business days prior to the date the NMS Stock ATS will cease to operate as an NMS Stock

ATS.

9. Withdrawal: If an NMS Stock ATS determines to withdraw a filing, it must check the “Withdrawal

of Form ATS-N filing” check box for the type of filing and provide the EDGAR accession number

of the Form ATS-N filing that is being withdrawn. An NMS Stock ATS may withdraw an initial

Form ATS-N or an Amendment before the end of the applicable Commission review period. An

NMS Stock ATS may withdraw a notice of cessation of operations at any time before the date that

the NMS Stock ATS had indicated it intended to cease operating. A Legacy NMS Stock ATS may

not withdraw its initial Form ATS-N at any time.

10. A filing that is defective may be rejected and not be accepted by the EDGAR system. Any filing so

rejected shall be deemed not to have been filed. See generally Regulation S-T (17 CFR part 232).

B. CONTACT INFORMATION

The individual listed on the NMS Stock ATS’s response to Part IV of Form ATS-N as the contact

representative must be authorized to receive all incoming communications and be responsible for

disseminating that information, as necessary, within the NMS Stock ATS. The contact information

provided in Part IV of Form ATS-N will not be made public.

C. RECORDKEEPING

A copy of this Form ATS-N must be retained by the NMS Stock ATS in accordance with the EDGAR

Filer Manual and Rule 303 of Regulation ATS and must be made available for inspection upon a

regulatory request.

D. PAPERWORK REDUCTION ACT DISCLOSURE

•

Form ATS-N requires an NMS Stock ATS to provide the Commission with certain information

regarding: (1) the operation of the NMS Stock ATS and the ATS-related activities of the BrokerDealer Operator and its Affiliates; (2) material and other changes to the operations and disclosures

of the NMS Stock ATS; and (3) notice upon ceasing operation of the NMS Stock ATS. Form

ATS-N is designed to provide the public with information to, among other things, help them make

informed decisions about whether to participate on the NMS Stock ATS. In addition, the Form

ATS-N is designed to provide the Commission with information to permit it to carry out its market

oversight and investor protection functions.

•

The information provided on Form ATS-N will help the Commission to determine whether an

NMS Stock ATS is in compliance with the federal securities laws and the rules or regulations

thereunder, including Regulation ATS. An NMS Stock ATS must:

o

File an initial Form ATS-N prior to commencing operations.

o

File a Form ATS Amendment: (1) at least 30 calendar days prior to the date of implementation

of a material change to the operations of the NMS Stock ATS or to the activities of the BrokerDealer Operator or its Affiliates that are subject to disclosure on Form ATS-N (Material

Amendment); (2) no later than 30 calendar days after the end of each calendar quarter to

correct any other information that has become inaccurate or incomplete for any reason and

was not previously required to be reported to the Commission as a Form ATS-N amendment

pursuant to Rule 304(a)(2)(i)(A), Rule 304(a)(2)(i)(C), or Rule 304(a)(2)(i)(D) (Updating

Amendment); (3) promptly, to correct information in any previous disclosure on Form

ATS-N, after discovery that any information previously filed on Form ATS-N was materially

inaccurate or incomplete when filed (Correcting Amendment); or (4) no later than seven

calendar days after information required to be disclosed in Part III, Items 24 and 25 on Form

18

ATS-N has become inaccurate or incomplete (Order Display and Fair Access Amendment).

During the Commission review period of an initial Form ATS-N filing, an NMS Stock ATS

that is operating as of January 7, 2019 shall amend its filed Form ATS-N pursuant to these

requirements, and an NMS Stock ATS that was not operating as of January 7, 2019 shall

amend its filed Form ATS-N pursuant to the requirements for Updating and Correcting

Amendments. During the Commission review period of an initial Form ATS-N filing, an NMS

Stock ATS shall amend a filed Material Amendment pursuant to the requirements for Updating

and Correcting Amendments.

o

•

Notice its cessation of operations at least 10 business days before the date the NMS Stock ATS

ceases to operate as an NMS Stock ATS.

This collection of information will be reviewed by the Office of Management and Budget in

accordance with the clearance requirements of 44 U.S.C. 3507. 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. We estimate that an NMS Stock ATS will spend approximately

127.4 hours completing the Form ATS-N, approximately 9 hours preparing each amendment to

Form ATS-N, and approximately 2 hours preparing a notice of cessation on Form ATS-N. Any

member of the public may direct to the Commission any comments concerning the accuracy of this

burden estimate and any suggestions for reducing this burden.

E. EXPLANATION OF TERMS

The following terms are defined for purposes of Form ATS-N.

•

AFFILIATE: Shall mean, with respect to a specified Person, any Person that, directly or indirectly,

controls, is under common control with, or is controlled by, the specified Person.

•

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. 17 CFR 242.300(a).

•

BROKER-DEALER OPERATOR: Shall mean the registered broker-dealer of the NMS Stock

ATS pursuant to 17 CFR 242.301(b)(1).

•

CONTROL: Shall mean the power, directly or indirectly, to direct the management or policies of

the broker-dealer of an alternative trading system, whether through ownership of securities, by

contract, or otherwise. A Person is presumed to control the broker-dealer of an alternative trading

system if that Person: (1) is a director, general partner, or officer exercising executive responsibility

(or having similar status or performing similar functions); (2) directly or indirectly has the right to

vote 25 percent or more of a class of voting securities or has the power to sell or direct the sale of

25 percent or more of a class of voting securities of the broker-dealer of the alternative trading

system; or (3) in the case of a partnership, has contributed, or has the right to receive upon

dissolution, 25 percent or more of the capital of the broker-dealer of the alternative trading system.

17 CFR 242.300(f).

•

NMS SECURITY: Shall mean any security or class of securities for which transaction reports are

collected, processed, and made available pursuant to an effective transaction reporting plan, or an

effective national market system plan for reporting transactions in listed options. 17 CFR

242.600(b)(46).

19

•

NMS STOCK: Shall mean any NMS security other than an option. 17 CFR 242.600(b)(47).

•

NMS STOCK ATS: Shall mean an alternative trading system, as defined in Rule 300(a) under the

Exchange Act, that trades NMS stocks, as defined in Rule 300(g) under the Exchange Act. 17 CFR

242.300(k).

•

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. 17 CFR 242.300(e).

•

PERSON: Shall mean a natural person or a company. 15 U.S.C. 80a-2(a)(28).

•

SUBSCRIBER: Shall mean any Person that has entered into a contractual agreement with an

alternative trading system to access an 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 association. 17 CFR

242.300(b).

•

TRADING CENTER: Shall mean a national securities exchange or national securities association

that operates an SRO trading facility, an alternative trading system, an exchange market maker,

an OTC market maker, or any other broker or dealer that executes orders internally by trading as

principal or crossing orders as agent. 17 CFR 242.600(b)(78).

20