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

United States Securities and Exchange Commission
Washington, DC 20510
FORM ATS-N
INTENTIONAL MISSTATEMENTS OR OMMISSIONS OF FACTS MAY CONSTITUTE
CRIMINAL VIOLATIONS.
See 18 U.S.C.1001 and 15 U.S.C. 78ff(a)

Page 1 of _____

File No: ATSN-[acronym]-YYYY-####

(Entity name) is making this filing pursuant to the Rule 304 under the Securities Exchange Act
of 1934
 Initial Form Filing
 Withdrawal of Initial Form Filing
Submission Type (select one)






Rule 304(a)(1)(i)
Form ATS-N
Rule 304(a)(2)(i)(A)
Material Amendment to Form ATS-N
Rule 304(a)(2)(i)(B)
Periodic Amendment to Form ATS-N
Rule 304(a)(2)(i)(C)
Correcting Amendment to Form ATS-N
Rule 304(a)(3)
Notice of Cessation
Date NMS Stock ATS will cease to operate: mm/dd/yyyy

Provide a brief narrative description of the Amendment:

Part I: Name
1. Full Name of Registered Broker-Dealer of the NMS Stock ATS (“broker-dealer operator”) as
stated on Form BD:_________________________________________
2. Full Name of NMS Stock ATS under which business is conducted, if
any:______________________________________________________
3. Market Participant Identifier (MPID) of the NMS Stock ATS: _______
4. Is the NMS Stock ATS currently operating pursuant to a previously filed initial operation
report on Form ATS?
Part II – Broker Dealer Operator Registration and Contact Information
1. Effective date of broker-dealer registration with the Commission: mm/dd/yyyy
2. SEC File No.:

8-_______

3. CRD No.:

______

4. Full Name of the national securities association and the effective date of broker-dealer
membership with the national securities association:
Name ____________________ mm/dd/yyyy
5. Legal Status (select one)






Sole Proprietorship
Corporation
Partnership
Limited Liability Company
Other (Specify):________________

If other than a sole proprietor, please provide the following:
a) Date of Formation:

mm/dd/yyyy

b) State/Country of Formation: {pick list}
6. Physical Street Address of the NMS Stock ATS matching system:
Street:____________________________
City______________________ State __ Zip Code__________
If the broker-dealer operator is a sole proprietor and the physical street address is a
private residence, check this box: 
A private residential address of a sole proprietor will not be included in publicly available versions of
this form.

7. Mailing Address:  Same as physical address
Street:____________________________
City______________________ State __ Zip Code__________
If the broker-dealer operator is a sole proprietor and the mailing address is a private
residence, check this box: 
A private residential address of a sole proprietor will not be included in publicly available versions of
this form.

8. Website URL of the NMS Stock ATS___________________________________
Exhibit 1

Provide a copy of any materials currently provided to subscribers or other
persons related to the operations of the NMS Stock ATS or the disclosures
on Form ATS-N (e.g., FIX protocol procedures, rules of
engagement/manuals, frequently asked questions, marketing materials).

2

Exhibit 2A

Provide a copy of the most recently filed or amended Schedule A of the
broker-dealer operator’s Form BD disclosing information related to direct
owners and executive officers.
 In lieu of filing {entity} certifies that the information requested under this exhibit is
available at the Internet website below and is accurate as of the date of this filing.
URL:

Exhibit 2B

Provide a copy of the most recently filed or amended Schedule B of the
broker-dealer operator’s Form BD disclosing information related to indirect
owners.
 In lieu of filing {entity} certifies that the information requested under this exhibit is
available at the Internet website below and is accurate as of the date of this filing.
URL:

Part III.

Activities of the Broker-Dealer Operator and Affiliates

3

 Respond to each question below. Attach responses to each Item of Part III as Exhibit 3 with
the information required for each “yes” response. Label each Item appropriately and
organize responses according to Item number. For any Item or subpart of an Item that is
inapplicable, state as such.
 For Items requesting the identity of affiliates and business units of the broker-dealer operator,
provide the name under which each affiliate or business unit conducts business (e.g., the
formal name under which a proprietary trading desk of the broker-dealer operator conducts
business) and the applicable CRD number and MPID(s) under which the affiliate or business
unit conducts business.
 For filings made pursuant to Rule 304(a)(2)(i) (i.e., Form ATS-N Amendments), also attach
as Exhibit 3A a redline document to indicate additions to or deletions from any amended
Item. Items in which there is no change do not need to be included within the Exhibit 3A.
Item 1:
Non-ATS
Trading Centers

Does the broker-dealer operator, or any of its affiliates, operate
or control any non-ATS trading center(s) that is an OTC market
maker or executes orders in NMS stocks internally by trading
as principal or crossing orders as agent (“non-ATS trading
centers”)?
If Yes:
a) Identify the non-ATS trading center(s); and
b) Describe any interaction or coordination between the
non-ATS trading center(s) identified in Item 1(a) and
the NMS Stock ATS, including:
i. Circumstances under which subscriber orders or
other trading interest (such as quotes, indications
of interest (“IOI”), conditional orders or
messages (hereinafter collectively referred to as
“trading interest”)) sent to the NMS Stock ATS
are displayed or otherwise made known to the
non-ATS trading center(s) identified in Item 1(a)
before entering the NMS Stock ATS;
ii. Circumstances under which subscriber orders or
other trading interest received by the brokerdealer operator or its affiliates may execute, in
whole or in part, in the non-ATS trading
center(s) identified in Item 1(a) before entering
the NMS Stock ATS; and
iii. Circumstances under which subscriber orders or
other trading interest are removed from the NMS
Stock ATS and sent to the non-ATS trading
center(s) identified in Item 1(a).

Item 2:

Does the broker-dealer operator, or any of its affiliates, operate
4

Multiple NMS
Stock ATS
Operations

one or more NMS Stock ATSs other than the NMS Stock ATS
named on this Form ATS-N?
If Yes:
a) Identify the NMS Stock ATS(s) and provide the
MPID(s); and
b) Describe any interaction or coordination between each
NMS Stock ATS(s) identified in Item 2(a) and the NMS
Stock ATS named on this Form ATS-N including:
i. The circumstances under which subscriber
orders or other trading interest received by the
broker-dealer operator or its affiliates to be sent
to the NMS Stock ATS named on this Form
ATS-N may be sent to an NMS Stock ATS
identified in Item 2(a);
ii. The circumstances under which subscriber
orders or other trading interest to be sent to the
NMS Stock ATS named on this Form ATS-N
are displayed or otherwise made known in an
NMS Stock ATS identified in Item 2(a); and
iii. The circumstances under which subscriber
orders or other trading interest received by the
NMS Stock ATS named on this Form ATS-N
may be removed and sent to the NMS Stock
ATS(s) identified in Item 2(a).

Item 3:
Products or
Services Offered
to Subscribers

Does the broker-dealer operator, or any of its affiliates, offer
subscribers any products or services used in connection with
trading on the NMS Stock ATS (e.g., algorithmic trading
products, market data feeds)?
If Yes:
a) Describe the products or services, and identify the types
of subscribers (e.g., retail, institutional, professional) to
which such services or products are offered; and
b) If the terms and conditions of the services or products
are not the same for all subscribers, describe any
differences.

5

Item 4:
Arrangements
with
Unaffiliated
Trading Centers

Does the broker-dealer operator, or any of its affiliates, have
any formal or informal arrangement with an unaffiliated
person(s), or affiliate(s) of such person(s), that operates a
trading center regarding access to the NMS Stock ATS,
including preferential routing arrangements?
If Yes:
a) Identify the person(s) and the trading center(s); and
b) Describe the terms of the arrangement(s).

Item 5:
Does the broker-dealer operator, or any of its affiliates, enter
orders or other trading interest on the NMS Stock ATS?
Trading
Activities on the If Yes:
NMS Stock ATS
a) Identify each affiliate and business unit of the brokerdealer operator that may enter orders or other trading
interest on the NMS Stock ATS;
b) Describe the circumstances and capacity (e.g.,
proprietary or agency) in which each affiliate and
business unit identified in Item 5(a) enters orders or
other trading interest on the NMS Stock ATS;
c) Describe the manner in which by which each affiliate or
business unit identified in Item 5(a) enters orders or
other trading interest on the NMS Stock ATS (e.g.,
directly through a Financial Information Exchange
(“FIX”) connection to the NMS Stock ATS, or
indirectly, by way of the broker-dealer operator’s SOR
(or similar functionality), algorithm, intermediate
application, or sales desk); and
d) Describe any means by which a subscriber can be
excluded from interacting or trading with orders or other
trading interest of the broker-dealer operator or its
affiliates on the NMS Stock ATS.
Item 6:
Smart Order
Router (“SOR”)
(or Similar
Functionality)
or Algorithms

Does the broker-dealer operator, or any of its affiliates, use a
SOR(s) (or similar functionality), an algorithm(s), or both to
send or receive subscriber orders or other trading interest to or
from the NMS Stock ATS?
If Yes:
a) Identify the SOR(s) (or similar functionality) or
algorithm(s) and identify the person(s) that operates the
SOR(s) (or similar functionality) and algorithm(s), if
other than the broker-dealer operator;
b) Describe the interaction or coordination between the
6

SOR(s) (or similar functionality) or algorithm(s)
identified in Item 6(a) and the NMS Stock ATS,
including any information or messages about orders or
other trading interest (e.g., IOIs) that the SOR(s) (or
similar functionality) or algorithm(s) send or receive to
or from the NMS Stock ATS and the circumstances
under which such information may be shared with any
person.
Item 7:
Shared
Employees of
the NMS Stock
ATS

Does any employee of the broker-dealer operator that services
the operations of the NMS Stock ATS also service any other
business unit(s) or any affiliate(s) of the broker-dealer operator
(“shared employee”)?
If Yes:
a) Identify the business unit(s) and/or the affiliate(s) of the
broker-dealer operator to which the shared employee(s)
provides services and identify the position(s) or title(s)
that the shared employee(s) holds in the business unit(s)
and/or affiliate(s) of the broker-dealer operator; and
b) Describe the roles and responsibilities of the shared
employee(s) at the NMS Stock ATS and the business
unit(s) and/or affiliate(s) of the broker-dealer operator.

Item 8:
Service
Providers to the
NMS Stock ATS

Is any operation, service, or function of the NMS Stock ATS
performed by any person(s) other than the broker-dealer
operator of the NMS Stock ATS?
If Yes:
a) Identify the person(s) (in the case of a natural person,
identify only the person’s position or title) performing
the operation, service, or function and note whether this
service provider(s) is an affiliate of the broker-dealer, if
applicable;
b) Describe the operation, service, or function that the
person(s) identified in Item 8(a) provides and describe
the role and responsibilities of that person(s); and
c) State whether or not the person(s) identified in Item
8(a), or any of its affiliates, may enter orders or other
trading interest on the NMS Stock ATS, and, if so,
describe the circumstances and means by which such
orders or other trading interest are entered on the NMS
Stock ATS.

7

Item 9:
Differences in
Availability of
Services,
Functionalities
or Procedures

Is there any service, functionality, or procedure of the NMS
Stock ATS that is available or applies to the broker-dealer
operator or its affiliates, that is not available or does not apply
to a subscriber(s) to the NMS Stock ATS?
If Yes:
a) Identify the service, functionality, or procedure; and
b) Describe the service, functionality, or procedure that is
available to the broker-dealer operator or its affiliates
but is not available or does not apply to a subscriber(s)
to the NMS Stock ATS.

Item 10:
Confidential
Treatment of
Trading
Information

Describe the written safeguards and written procedures to
protect the confidential trading information of subscribers to the
NMS Stock ATS.
Including:
a) Describe the means by which a subscriber can consent
or withdraw consent to the disclosure of confidential
trading information to any persons (including the
broker-dealer operator and any of its affiliates);
b) Identify the positions or titles of any persons that have
access to confidential trading information; describe the
confidential trading information to which the persons
have access; and describe the circumstances under
which the persons can access confidential trading
information;
c) Describe the written standards controlling employees of
the NMS Stock ATS that trade for employees’ accounts;
and
d) Describe the written oversight procedures to ensure that
the safeguards and procedures described above are
implemented and followed.

8

Part IV.

The NMS Stock ATS Manner of Operations

 Respond to the questions below. Attach responses to each Item to Part IV as Exhibit 4 with
the information required for each disclosure. Label each Item appropriately and organize
responses according to Item number. For any Item or subpart of an Item that is inapplicable,
state as such.
 For filings made pursuant to Rule 304(a)(2)(i) (i.e., Form ATS-N Amendments), also attach
as Exhibit 4A a redline document to indicate additions to or deletions from any Item which is
being amended. Items in which there is no change do not need to be included within the
Exhibit 4A
Item 1:
Subscribers

a) Eligibility: Describe any eligibility requirements to gain access to the
services of the NMS Stock ATS. If the eligibility requirements are
not the same for all subscribers and persons, describe any differences.
b) Terms and Conditions of Use: Describe the terms and conditions of
any contractual agreements for granting access to the NMS Stock
ATS for the purpose of effecting transactions in securities or for
submitting, disseminating, or displaying orders on the NMS Stock
ATS. State whether these contractual agreements are written. If the
terms or conditions of any contractual agreements are not the same
for all subscribers and persons, describe any differences.
c) Types of Subscribers: Describe the types of subscribers and other
persons that use the services of the NMS Stock ATS (e.g.,
institutional investors, retail investors, broker-dealers, proprietary
trading firms). State whether the NMS Stock ATS accepts nonbroker-dealers as subscribers to the ATS. Describe any criteria for
distinguishing among types of subscribers, classes of subscribers, or
other persons.
d) Liquidity Providers: Describe any formal or informal arrangement
the NMS Stock ATS has with a subscriber(s) or person(s) to provide
liquidity to the NMS Stock ATS (e.g., undertaking to buy or sell
continuously, or to meet specified thresholds of trading or quoting
activity). Describe the terms and conditions of each arrangement and
identify any liquidity providers that are affiliates of the broker-dealer
operator.
e) Limitation and Denial of Services: Describe the circumstances by
which access to the NMS Stock ATS for a subscriber or other person
may be limited or denied, and describe any procedures or standards
that are used to determine such action. If the circumstances,
procedures, or standards are not applicable to all subscribers and
persons, describe any differences.

Item 2:

a) Hours: Provide the days and hours of operation of the NMS Stock
9

Hours of
Operations

ATS, including the times when orders or other trading interest are
entered on the NMS Stock ATS and the time when pre-opening or
after-hours trading occur.
b) Application: If the times when orders or other trading interest are
entered on the NMS Stock ATS are not the same for all subscribers
and persons, describe any differences.

Item 3:
Types of Orders

a) Order Types and Modifiers: Describe any types of orders that are
entered on the NMS Stock ATS, their characteristics, operations, and
how they are handled on the NMS Stock ATS, including:
i. priority for each order type, including the order type’s priority
upon order entry and any subsequent change to priority (if
applicable); whether 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 for each order type, including any price conditions,
including how the order type is ranked and 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. the time-in-force instructions that can be used or not used with
each order type;
vi. the availability of order types across all forms of connectivity to
the NMS Stock ATS and differences, if any, between the
availability of an order type across those forms of connectivity;
vii. whether an order type is eligible for routing to other trading
centers, including, if the order type is routable, whether it can be
used with any routing services offered; and
viii. the circumstances under which order types may be combined
with a time-in-force or another order type, modified, replaced,
canceled, rejected, or removed from the NMS Stock ATS.
b) Application: If the availability of order types and their terms and
conditions are not the same for all subscribers and persons, describe
any differences.

10

c) Order Size Requirements and Odd-Lot Orders: Describe any
requirements and handling procedures for minimum order sizes, oddlot orders, or mixed-lot orders. If the requirements and handling
procedures for minimum order sizes or, odd lot orders, or mixed lot
orders are not the same for all subscribers and persons, describe any
differences.
d) Indications of Interest (“IOI”) and Conditional Orders: Describe
any messages sent to or received by the NMS Stock ATS indicating
trading interest (e.g., IOIs, actionable IOIs, or conditional orders),
including the information contained in the message, the means under
which messages are transmitted, the circumstances in which
messages are transmitted (e.g., automatically by the NMS Stock
ATS, or upon the subscriber’s request), and the circumstances in
which they may result in an execution on the NMS Stock ATS. If the
terms and conditions regarding these messages, indications of
interests, and conditional orders are not the same for all subscribers
and persons, describe any differences.
Item 4:
Connectivity,
Order Entry,
and Co-location

a) Connectivity and Order Entry: Describe the means by which
subscribers or other persons connect to the NMS Stock ATS and
enter orders or other trading interest on the NMS Stock ATS (e.g.,
directly, through a Financial Information eXchange (“FIX”)
connection to the ATS, or indirectly, through the broker-dealer
operator’s SOR, or any intermediate functionality, algorithm, or sales
desk). If the terms and conditions for connecting and entering orders
or other trading interest on the NMS Stock ATS are not the same for
all subscribers and persons, describe any differences.
b) Co-Location: Describe any co-location services or any other means
by which any subscriber or other persons may enhance the speed by
which to send or receive orders, trading interest, or messages to or
from the NMS Stock ATS. Describe the terms and conditions of colocation services. If the terms and conditions of the co-location
services are not the same for all subscribers and persons, describe any
differences.

Item 5:
Segmentation of
Order Flow and
Notice About
Segmentation

a) Categories: Describe any segmentation of orders or other trading
interest on the NMS Stock ATS (e.g., classification by type of
participant, source, nature of trading activity) and describe the
segmentation categories, the criteria used to segment these
categories, and procedures for determining, evaluating, and changing
segmented categories. If the segmented categories, the criteria used
to segment these categories, and any procedures for determining,
evaluating or changing segmented categories are not the same for all
subscribers and persons, describe any differences.
b) Notice about Segmentation: State whether the NMS Stock ATS
11

notifies subscribers or persons about the segmentation category that a
subscriber or a person is assigned. Describe any notice provided to
subscribers or persons about the segmentation category that they are
assigned and the segmentation identified in 5(a), including the
content of any notice and the means by which any notice is
communicated. If the notice is not the same for all subscribers and
persons, describe any differences.
c) Order Preferencing: Describe any means and the circumstances by
which a subscriber, the broker-dealer operator, or any of its affiliates
may designate an order or trading interest submitted to the NMS
Stock ATS to interact or not to interact with specific orders, trading
interest, or persons on the NMS Stock ATS (e.g., designating an
order or trading interest to be executed against a specific subscriber)
and how such designations affect order priority and interaction.
Item 6:
Display of
Order and
Trading
Interest

a) Display: Describe any means and circumstances by which orders or
other trading interest on the NMS Stock ATS are displayed or made
known outside the NMS Stock ATS and the information about the
orders and trading interest that are displayed. If the display of orders
or other trading interest is not the same for all subscribers and
persons, describe any differences.
b) Recipients: Identify the subscriber(s) or person(s) (in the case of a
natural person, identify only the person’s position or title) to whom
the orders and trading interest are displayed or otherwise made
known.

Item 7:
Trading
Services

a) Matching Methodology: Describe the means or facilities used by the
NMS Stock ATS to bring together the orders of multiple buyers and
sellers, including the structure of the market (e.g., crossing system,
auction market, limit order matching book). If the use of these means
or facilities are not the same for all subscribers and persons, describe
any differences.
b) Order Interaction Rules: Describe the established, non-discretionary
methods that dictate the terms of trading among multiple buyers and
sellers on the facilities of the NMS Stock ATS, including rules and
procedures governing the priority, pricing methodologies, allocation,
matching, and execution of orders and other trading interest. If the
rules and procedures are not the same for all subscribers and persons,
describe any differences.
c) Other Trading Procedures: Describe any trading procedures related
to price protection mechanisms, short sales, locked-crossed markets,
the handling of execution errors, time-stamping of orders and
executions, or price improvement functionality. If the trading
procedures are not the same for all subscribers and persons, describe
any differences.

12

Item 8:
Suspension of
Trading,
System
Disruption or
Malfunction

a) Suspension of Trading, System Disruption or Malfunction: Describe
any procedures governing trading in the event the NMS Stock ATS
suspends trading or experiences a system disruption or system
malfunction. If the procedures governing trading during a suspension
or system disruption or malfunction are not the same for all
subscribers and persons, describe any differences.

Item 9:
Opening,
Reopening, and
Closing
Processes, and
After Hours
Procedures

a) Opening and Reopening Processes: Describe any opening and
reopening processes, including how orders or other trading interest
are matched and executed prior to the start of regular trading hours or
following a stoppage of trading in a security during regular trading
hours and how unexecuted orders or other 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. Describe any differences
between pre-opening executions, executions following a stoppage of
trading in a security during regular trading hours, and executions
during regular trading hours.
b) Closing Process: Describe any closing process, including how
unexecuted orders or other trading interest are handled at the close of
regular trading. Describe any differences between the closing
executions and executions during regular trading hours.
c) After-Hours Trading: Describe any after-hours trading procedures,
including how orders and trading interest are matched and executed
during after-hours trading. Describe any differences between the
after-hours executions and executions during regular trading hours.

Item 10:
Outbound
Routing

a) Routing: Describe the circumstances under which orders or other
trading interest are routed from the NMS Stock ATS to another
trading center, including whether outbound routing occurs at the
affirmative instruction of the subscriber or at the discretion of the
broker-dealer operator, and the means by which routing is performed
(e.g., a third party or order management system or a SOR (or similar
functionality) or algorithm of the broker-dealer operator or any of its
affiliates).
b) Application: If the means by which orders or other trading interest
are routed from the NMS Stock ATS are not the same for all
subscribers and persons, describe any differences.

Item 11:
Market Data

a) Market Data: Describe the market data used by the NMS Stock ATS
and the source of that market data (e.g., market data feeds
disseminated by the consolidated data processor (“SIP”) and market
data feeds disseminated directly by an exchange or other trading
center or third-party vendor of market data).
b) Usage: Describe the specific purpose for which market data is used
by the NMS Stock ATS, including how market data is used to
13

determine the NBBO, protected quotes, pricing of orders and
executions, and routing destinations.
Item 12:
Fees

a) Fees: Describe any fees, rebates, or other charges of the NMS Stock
ATS (e.g., connectivity fees, subscription fees, execution fees,
volume discounts) and provide the range (e.g., high and low) of such
fees, rebates, or other charges.
b) Application: If the fees, rebates, or other charges of the NMS Stock
ATS are not the same for all subscribers and persons, describe any
differences.

Item 13:
Trade
Reporting,
Clearance and
Settlement

a) Trade Reporting: Describe any arrangements or procedures for
reporting transactions on the NMS Stock ATS. If the trade reporting
procedures are not the same for all subscribers and persons, describe
any differences.

Item 14:
Order Display
and Execution
Access

If the NMS Stock ATS displays orders in an NMS stock to any person other
than employees of the NMS Stock ATS and executed 5% or more of the
average daily trading volume in that NMS stock as reported by an effective
transaction reporting plan for four of the preceding six calendar months:
a) Provide the ticker symbol for each NMS stock displayed for each of
the last 6 calendar months;

b) Clearance and Settlement: Describe any arrangements or procedures
undertaken by the NMS Stock ATS to facilitate the clearance and
settlement of transactions on the NMS Stock ATS (e.g., whether the
NMS Stock 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). If the clearance and
settlement procedures are not the same for all subscribers and
persons, describe any differences.

b) Describe the manner in which the NMS Stock ATS displays such
orders on a national securities exchange or through a national
securities association; and
c) Describe how the NMS Stock ATS provides access to such orders
displayed in the national market system equivalent to the access to
other orders displayed on that exchange or association.
Item 15:
Fair Access

If 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 for four of the preceding six calendar months:
a) Provide the ticker symbol for each NMS stock for each of the last 6
calendar months; and
b) Describe the written standards for granting access to trading on the
NMS Stock ATS.

14

Item 16:
Market Quality
Statistics
Published or
Provided to
Subscribers

If the NMS Stock ATS publishes or otherwise provides to one or more
subscribers aggregate platform-wide order flow and execution statistics of
the NMS Stock ATS that are not otherwise required disclosures under 17
CFR § 242.605:
a) List and describe the categories or metrics of aggregate platformwide order flow and execution statistics published or provided;
b) Describe any criteria or methodology used to calculate aggregate
platform-wide order flow and execution statistics; and
c) Attach as Exhibit 5 the most recent disclosure of aggregate platformwide order flow and execution statistics published or provided to one
or more subscribers for each category or metric as of the end of the
calendar quarter.

Part V:

Contact Information, Signature Block, and Consent to Service

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

Last Name:

Title:
E-Mail:

Telephone:

The {name of 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 organizations in connection with
the alternative trading system’s activities may be given by registered or certified mail or email to
the contact employee at the primary street address or email address, or mailing address if
different, given in Part I above. 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 {name of NMS Stock ATS} represents 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}
By: _______________________

{Name of NMS Stock ATS}
Title____________________________

(Digital sign)

15

FORM ATS-N INSTRUCTIONS
A. GENERAL INSTRUCTIONS:
 Form ATS-N is a public reporting form that is designed to provide the public and the
Commission with information about the operations of the NMS Stock ATS and the
activities of its broker-dealer operator and its affiliates. Form ATS-N is to be used by an
NMS Stock ATS to qualify for the exemption from the definition of an “exchange”
pursuant to Exchange Act Rule 3a1-1(a)(2), for which no other form is authorized or
prescribed.
 An NMS Stock ATS must respond to each item, as applicable, in detail and disclose
information that is accurate, current, and complete. An NMS Stock ATS must provide all
the information required by the form, including the exhibits, and must present the
information in a clear and comprehensible manner. A filing that is incomplete or
similarly deficient may be returned to the NMS Stock ATS. Any filing so returned shall
for all purposes be deemed not to have been filed with the Commission. See also Rule 03 under the Exchange Act (17 CFR 240.0-3).
 A separate Form ATS-N is required for each NMS Stock ATS operated by the same
broker-dealer operator.
B. WHEN TO FILE FORM ATS-N
 Form ATS-N: Prior to commencing operations, an NMS Stock ATS shall file a Form
ATS-N and the Form ATS-N must be declared effective by the Commission. If the NMS
Stock ATS is operating pursuant to a previously filed initial operation report on Form
ATS as of the effective date of proposed Rule 304, such NMS Stock ATS shall file with
the Commission a Form ATS-N no later than 120 calendar days after such effective date.
 Form ATS-N Amendment: An NMS Stock ATS shall amend an effective Form ATS-N:
(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 broker-dealer operator or
its affiliates that are subject to disclosure on Form ATS-N; (2) within 30 calendar days
after the end of each calendar quarter to correct any other information that has become
inaccurate for any reason and has not been previously reported to the Commission as a
Form ATS-N Amendment; or (3) promptly, to correct information in any previous
disclosure on Form ATS-N, after discovery that any information filed under paragraphs
(a)(1)(i) or (a)(2)(i)(A) or (B) of proposed Rule 304 was inaccurate or incomplete when
filed.
 Notice of Cessation: An NMS Stock ATS shall notice its cessation of operations on
Form ATS-N at least 10 business days before the date the NMS Stock ATS will cease to
operate as an NMS Stock ATS.
16

 Withdrawal: If an NMS Stock ATS determines to withdraw a Form ATS-N, it must
select the appropriate check box and provide the correct file number to withdraw the
submission.
C. HOW TO FILE A FORM ATS-N
 Any report required to be submitted pursuant to Rule 304 of Regulation ATS shall be
filed in an electronic format through the electronic form filing system (“EFFS”), a secure
website operated by the Securities and Exchange Commission (“Commission”).
Documents filed through the EFFS system must be in a text-searchable format without
the use of optical character recognition.
 A duly authorized individual of the NMS Stock ATS shall electronically sign the
completed Form ATS-N. In addition, a duly authorized individual of the NMS Stock
ATS shall manually sign one copy of the completed Form ATS-N, and the manually
signed signature page shall be preserved pursuant to the requirements of proposed Rule
303 of Regulation ATS.
D. CONTACT INFORMATION
 The individual listed on the NMS Stock ATS’s response to Part V 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.
E. RECORDKEEPING
 A copy of this Form ATS-N must be retained by the NMS Stock ATS and made available
for inspection upon request of the SEC.
F. 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 activities of the
broker-dealer operator and its affiliates; (2) material and other changes to the operation of
the NMS Stock ATS; and (3) notice upon ceasing operation of the alternative trading
system. Form ATS-N is intended to provide the public with information about the
operations of the NMS Stock ATS and the activities of the broker-dealer operator and its
affiliates so that they may make an informed decision as to whether to participate on the
NMS Stock ATS. In addition, the Form ATS-N is intended 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 enable the Commission to determine
whether an NMS Stock ATS is in compliance with the federal securities laws and the
17

rules or regulations thereunder, including Regulation ATS. An NMS Stock ATS must:
(1) file Form ATS-N prior to commencing operations; (2) file a Form ATS-N
Amendment 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; (3) file a Form
ATS-N Amendment within 30 calendar days after the end of each calendar quarter to
correct any other information that has become inaccurate for any reason and has not been
previously reported to the Commission on Form ATS-N; (4) file a Form ATS-N
Amendment promptly to correct information in any previous disclosure on a Form ATSN or a Form ATS-N Amendment after discovery that any information filed was
inaccurate or incomplete when filed; and (5) 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. The Commission estimates that that
an NMS Stock ATS will spend approximately 141.3 hours completing the Form ATS-N,
approximately 9.5 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.
G. 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).

18

 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.
 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).
 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 facilitates transactions in NMS stocks, as defined in Rule
300(g) under the Exchange Act. [Proposed] 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).

By the Commission

Brent J. Fields
Secretary
Dated: November 18, 2015
19

20