Form SEC 2552 SEC 2552 Form PILOT

Form PILOT

OMB APPROVAL
OMB Number:
3235-0507
Expires:
October 31, 2016
Estimated average burden
hours per response. . . . . . 6.0

INITIAL OPERATION REPORT, AMENDMENT TO INITIAL OPERATION REPORT
AND QUARTERLY REPORT FOR PILOT TRADING SYSTEMS OPERATED BY SELF
REGULATORY ORGANIZATIONS

SEC 2552 (6-01)

FORM PILOT INSTRUCTIONS

A. GENERAL INSTRUCTIONS
1. Form PILOT is the form a self-regulatory organization (“SRO”) files to notify the Securities and Exchange Commission
(“SEC” or “Commission” ) of its intention to operate a pilot trading system pursuant to Rule 19b-5, § 240.19b-5, under the
Securities Exchange Act of 1934 (“Exchange Act”).
2. WHEN TO FILE A FORM PILOT - The SRO must file the initial operation report, Part I of Form PILOT, at least 20 days prior
to commencing operation of the pilot trading system. The SRO operating a pilot trading system under Rule 19b-5 must
update information reported in Part I of Form PILOT by submitting amendments to the initial operation report at least 20
calendar days prior to implementing a material change to the operation of the pilot trading system as described on Form
PILOT or any amendment thereto, other than information reported in Items 3b and 4b on Form PILOT relating to subscribers
to, and securities traded on, the pilot trading system. Additionally, the SRO must file Part II of Form PILOT by submitting
quarterly reports within 30 calendar days after the end of each calendar quarter in which the pilot trading system has
operated after the effective date of Regulation ATS.
3. CONTACT EMPLOYEE - The individual listed on page 1 as the contact employee must be authorized to receive all contact
information, communications and mailings and be responsible for disseminating that information within the SRO.
4. FORMAT
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Attach an Execution Page (Page 1) with original manual signatures.
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Please type all information.
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Provide the name of the SRO, pilot trading system and the filing date on each page.
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Use only the current version of Form PILOT or a reproduction.
5. WHERE TO FILE AND NUMBER OF COPIES - Submit one original and eight copies of Form Pilot to: SEC, Division of
Market Regulation, 450 Fifth Street, N.W., Washington D.C. 20549.
6. RECORDKEEPING - A copy of this Form PILOT, as well as any amendments thereto filed with the SEC, must be retained
by the SRO operating the pilot trading system at its principal place of business and made available for inspection upon
request of the SEC.
7. PAPERWORK REDUCTION ACT DISCLOSURE
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Form PILOT requires an SRO intending to operate a pilot trading system pursuant to the temporary exemption under
Rule 19b-5 to file certain information about the operation of the pilot trading system, and notices of material changes
to the pilot trading system. In addition, Form PILOT requires SROs to report transaction volume on the pilot trading
system on a quarterly basis.
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An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless
it displays a currently valid control number. Sections 3(a)(26), 3(a)(27), 3(a)(28), 19(b), 23(a) and 36(a) authorize the
Commission to collect information on this Form PILOT from SROs. See 15 U.S.C. §§78c(a)(26), 78c(a)(27), 78c(a)(28),
78s(b), 78w(a) and 78mm(a).
Any member of the public may direct to the Commission any comments concerning the accuracy of the burden
estimate on the facing page of Form PILOT and any suggestions for reducing this burden.
Form PILOT is designed to enable the Commission to determine whether an SRO has properly availed itself of Rule
19b-5, is operating a pilot trading system in compliance with the Exchange Act, and is carrying out its statutory
oversight obligations under the Exchange Act.
It is estimated that an SRO will spend approximately 24 hours completing the initial operation report on Form PILOT
pursuant to Rule 19b-5. It is also estimated that each SRO will spend approximately 3 hours to prepare each notice of
a material change and approximately 3 hours to prepare quarterly transaction information.
It is mandatory that an SRO seeking to operate a pilot trading system under Rule 19b-5 file a Form PILOT with the
Commission. It is also mandatory that an SRO operating a pilot trading system file notices of material systems
changes and quarterly transaction reports on Form PILOT.
All reports provided to the Commission on Form PILOT are deemed confidential and will be available only to the
examination of Commission staff and state securities authorities. Subject to the provisions of the Freedom of Information
Act, 5 U.S.C. 522 (“FOIA”) and the Commission’s rules thereunder (17 CFR 200.80(b)(4)(iii)), the Commission does
not generally publish or make available information contained in any reports, summaries, analyses, letters, or memoranda
arising out of, in anticipation of, or in connection with an examination or inspection of the books and records of any
person or any other investigation.
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FORM PILOT INSTRUCTIONS

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This collection of information has been reviewed by the Office of Management and Budget (“OMB”) in accordance
with the clearance requirements of 44 U.S.C. §3507. The applicable Privacy Act system of records is SEC-2 and the
routine uses of the records are set forth at 40 FR 39255 (August 27, 1975) and 41 FR 5318 (February 5, 1976).

B. EXPLANATION OF TERMS
PILOT TRADING SYSTEM - Shall mean any trading system, operated by an SRO, that:
(1) (i) has been in operation for less than two years; (ii) is independent of any other trading system operated by such selfregulatory organization that has been approved by the Commission pursuant to Section 19(b) of the Exchange Act; (iii)
with respect to each security traded on such pilot trading system, during at least two of the last four consecutive calendar
months, has traded no more than 5% of the average daily trading volume of such security in the United States; and (iv) with
respect to all securities traded on such pilot trading system, during at least two of the last four consecutive calendar
months, has traded no more than 20% of the average daily trading volume of all trading systems operated by such selfregulatory organization; or
(2) (i) has been in operation for less than two years; (ii) with respect to each security traded on such pilot trading system,
during at least two of the last four consecutive calendar months, has traded no more than 1% of the average daily trading
volume of such security in the United States; and (iii) with respect to all securities traded on such pilot trading system,
during at least two of the last four consecutive calendar months, has traded no more than 20% of the average daily trading
volume of all trading systems operated by such self-regulatory organization; or
(3) (i) has been in operation for less than two years; and (ii)(A) satisfied the definition of “pilot trading system” under paragraph
(1) above no more than 60 days ago, and continues to be independent of any other trading system operated by such selfregulatory organization that has been approved by the Commission pursuant to Section 19(b) of the Exchange Act; or (B)
satisfied the definition of “pilot trading system” under paragraph (2) above no more than 60 days ago.
INVESTMENT GRADE CORPORATE DEBT SECURITIES - Shall mean any security that: (1) evidences a liability of the issuer
of such security; (2) has a fixed maturity date that is at least one year following the date of issuance; (3) is rated in one of the
four highest ratings categories by at least one Nationally Recognized Statistical Ratings Organization; and (4) is not an exempted
security, as defined in §3(a)(12) of the Act (15 U.S.C. 78o).
NON-INVESTMENT GRADE CORPORATE DEBT SECURITIES - Shall mean any security that: (1) evidences a liability of the
issuer of such security; (2) has a fixed maturity date that is at least one year following the date of issuance; (3) is not rated in
one of the four highest ratings categories by at least one Nationally Recognized Statistical Ratings Organization; and (4) is not
an exempted security, as defined in §3(a)(12) of the Act (15 U.S.C. 78o).
DEBT SECURITIES - Shall mean any security other than an equity security, as defined in §240.3a11-1.
EQUITY SECURITIES - Shall have the same meaning as in §240.3a11-1.
GOVERNMENT SECURITIES - Shall have the same meaning as in Exchange Act Section 3(a)(42).
LISTED EQUITY SECURITIES - Shall mean any equity securities that are listed and registered, or admitted to unlisted trading
privileges, on a national securities exchange.
LISTED OPTIONS - Shall mean any options traded on a registered national securities exchange or automated facility of a
registered national securities association.
MORTGAGE RELATED SECURITIES - Shall have the same meaning as in Exchange Act Section 3(a)(41).
MUNICIPAL SECURITIES - Shall have the same meaning as in Exchange Act Section 3(a)(29).
NASDAQ NATIONAL MARKET SECURITIES - Shall mean any securities designated as Nasdaq National Market Securities
by The Nasdaq Stock Market.
NASDAQ SMALLCAP MARKET SECURITIES - Shall mean any securities designated as Nasdaq SmallCap Market Securities
by The Nasdaq Stock Market.
PENNY STOCK - Shall have the same meaning as in Exchange Act Section 3(a)(51).

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PART 1
INITIAL OPERATION REPORT, AMENDMENT TO INITIAL OPERATION REPORT, AND

QUARTERLY REPORT FOR PILOT TRADING SYSTEMS OPERATED BY A

SELF-REGULATORY ORGANIZATION

Date filed
(MM/DD/YY):

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

 AMENDMENT TO INITIAL OPERATION REPORT

 QUARTERLY REPORT

1. Exact name, principal business address, mailing address, if different, and telephone number of pilot trading
system:
A. Name of the SRO filing Form PILOT:

C. File No.

PILOT

B. Full Name of pilot trading system:

D. If this filing makes a name change on behalf of the pilot trading system, enter the previous name.
Previous name:
E. Pilot trading system’s business address (Do not use a P.O. Box):

F.

Business telephone and facsimile number:
(Telephone)

(Facsimile)

G. Contact employee:
(Name and Title)

(Telephone Number)

(Facsimile)

2. If this is an initial operation report, the date the SRO expects to commence operation of the pilot trading system:
Operation Date:
EXECUTION: The SRO consents that service of any civil action brought by or notice of any proceeding before the Securities
and Exchange Commission in connection with the pilot trading system’s activities may be given by registered or certified mail
or confirmed telegram to the pilot trading system’s contact employee at the business address. 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 pilot trading
system. The undersigned and the SRO represent that the information and statements contained herein, including exhibits,
schedules, or other documents attached hereto, and other information filed herewith, all of which are made a part hereof, are
current, true and complete.
Date:
(MM/DD/YY)

(Name of SRO)

By:
(Signature)

(Printed Name and Title)

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

(Year)

(Notary Public)

My Commission expires __________________ County of _____________________ State of ______________________________
This page must always be completed in full with original, manual signature and notarization.

Affix notary stamp or seal where applicable.

DO NOT WRITE BELOW THIS LINE - FOR OFFICIAL USE ONLY

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Form
PILOT
Page 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

OFFICIAL
USE

PART 1
INITIAL OPERATION REPORT, AMENDMENT TO INITIAL OPERATION REPORT, AND
QUARTERLY REPORT FOR PILOT TRADING SYSTEMS OPERATED BY A
SELF-REGULATORY ORGANIZATION
(to be filed at least 20 calendar days prior to commencing operation)

SRO name:
Pilot trading system name:
Filing date:
3. Attach as Exhibit A:
a. A description of classes of members trading on the pilot trading system, and any persons to whom those
members provide access to trading on the pilot trading system. Also describe any differences in access to
the services offered by the pilot trading system to different classes of members.
b. A list of the members, by name, or if this is an initial operation report, a list of the anticipated members who
may trade on the pilot trading system.
4. Attach as Exhibit B:
a. A list of the types of securities the pilot trading system trades (for example, debt, equity, listed, Nasdaq
NM), or if this is an initial operation report, the types of securities it expects to trade. Note whether any
types of securities are not registered under Section 12(a) of the Exchange Act.
b. A list of the securities the pilot trading system trades, or if this is an initial operation report, the securities the
SRO expects to trade on the pilot trading system. Note whether any securities are not registered under
Section 12(a) of the Exchange Act.
5. Attach as Exhibit C, the name, address, and telephone number of counsel for the pilot trading system.
6. Attach as Exhibit D, the name of any entity, other than the SRO, that will be involved in the operation of the pilot
trading system, including the execution, trading, clearing and settling of transactions on behalf of the SRO.
Provide a detailed description of the role and responsibilities of each entity.
7. Attach as Exhibit E, the following information:
a. The manner of operation of the pilot trading system;
b. Procedures governing entry of orders into the pilot trading system;
c. The SRO’s means of granting access to the pilot trading system;
d. The procedures governing execution, reporting, clearance and settlement of transactions effected through
the pilot trading system;
e. The procedures for ensuring compliance with system guidelines;
f.

A copy of the pilot trading system’s manual and any other materials provided to members trading on the
pilot trading system; and

g. A copy of the agreement between the SRO and members trading on the pilot trading system, and, if
applicable, any agreement between members and those persons members provide access to trading on
the pilot trading system.
8. Attach as Exhibit F, a brief description of the SRO’s procedures for reviewing capacity, security and contingency
planning with respect to the pilot trading system.
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Form
PILOT
Page 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

OFFICIAL
USE

PART II
INITIAL OPERATION REPORT, AMENDMENT TO INITIAL OPERATION REPORT, AND
QUARTERLY REPORT FOR PILOT TRADING SYSTEMS OPERATED BY A
SELF-REGULATORY ORGANIZATION

SRO name:
Pilot trading system name:
Period covered in this report:

to

9. Provide the total unit and dollar volume of transactions in the following securities. For securities reported in
Item 9J through 9O, report total settlement value in U.S. dollars. Enter “None,” “N/A” or “0” where appropriate.
Category of Securities

Total Unit Volume of

Transactions

A. Listed Equity Securities
B. Nasdaq National Market Securities
C. Nasdaq SmallCap Market Securities
D. Equity securities issued pursuant to
Rule 144A of the Securities Act of 1933
E. Penny Stock, other than any securities
included in Items 9A-9D above
F.

Other equity securities not included in
Items 9A-9E above

G. Rights and warrants
H. Listed options
I.

Unlisted options

J.

Investment-grade corporate debt securities

K. Non-investment-grade corporate debt securities
L. Government securities
M. Municipal securities
N. Mortgage related securities
O. Debt securities other than any securities
included in Items 9J - 9N above
10. A. List the types of equity securities reported
in Item 9F above:

B. List the types of debt securities reported
in Item 9O above:

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Total Dollar Volume of

Transactions

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