2022-04-29T08:29:24-05:00 2020-12-17 130436940 ANCHIN BLOCK & ANCHIN LLP 1375 BROADWAY NEW YORK NY 100187001 990 2020-01-01 821421190 CAT NMS LLC CATN 8886963348 CO ANCHIN 1375 BROADWAY NEW YORK NY 10018 MICHAEL SIMON CHAIR, OPERATING COMMITTEE 8886963348 2022-04-28 1 MICHAEL SIMON 999009999 MATTHEW MULLANEY P00182667 2128403456 2022-04-28 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z X MICHAEL SIMON 1100 NY AVENUE NW STE 310 WASHINGTON DC 20005 6303484 0 X WWW.CATNMSPLAN.COM X LLC 2016 DE SEE DESCRIPTION REPORTED ON SCHEDULE O. X 7 7 0 0 0 0 0 0 0 6300000 0 3484 0 0 0 6303484 0 0 0 0 0 0 0 0 0 0 7590757 0 7590757 0 -1287273 4499482 0 115823941 0 -111324459 0 X EFFECTIVE APRIL 14, 2020, AS PER THE AMENDED AND RESTATED AGREEMENT, CAT NMS, LLC WILL ENGAGE IN: (A) THE DEFENSE AND RESOLUTION OF THE DISPUTE BETWEEN THE COMPANY AND THESYS CAT LLC RELATED TO THE PLAN PROCESSOR AGREEMENT BETWEEN THESYS CAT LLC AND THE COMPANY DATED AS OF APRIL 6, 2017, UNDER WHICH THESYS CAT LLC SERVED AS THE PLAN PROCESSOR FOR THE CREATION, IMPLEMENTATION, AND MAINTENANCE OF THE CAT PURSUANT TO SEC RULE 608 AND SEC RULE 613; AND (B) ANY OTHER BUSINESS OR ACTIVITY THAT NOW OR HEREAFTER MAY BE NECESSARY, INCIDENTAL, PROPER, ADVISABLE OR CONVENIENT TO ACCOMPLISH THE FOREGOING PURPOSE AND THAT IS NOT PROHIBITED BY THE DELAWARE ACT, THE EXCHANGE ACT OR OTHER APPLICABLE LAW AND IS CONSISTENT WITH TAX EXEMPT STATUS UNDER SECTION 501(C)(6) OF THE CODE. THE COMPANY SHALL HAVE AND MAY EXERCISE ALL OF THE POWERS AND RIGHTS CONFERRED UPON LIMITED LIABILITY COMPANIES FORMED PURSUANT TO THE DELAWARE ACT. 0 0 SEE ORGANIZATION'S MISSION WHICH DESCRIBES ITS ACTIVITY DURING 2020. THERE WERE NO PROGRAM SERVICES UNDERTAKEN DURING THE CURRENT YEAR. 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 7 7 0 0 1 0 1 0 0 1 1 0 0 1 0 0 0 1 1 0 X MICHAEL CIRENZA CO ANCHIN BLOCK & ANCHIN LLP 2128403456 1375 BROADWAY NEW YORK NY 10018 X X ELIZABETH KING OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 EDWARD DEITZEL OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 BRUCE GOODHUE OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 JEFF CONNELL OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 JON KROEPER OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 JOHN RAMSAY OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 CINDY RETTERER OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 MICHAEL SIMON CHAIR, OPERATING COMMITTEE 2.00 15.00 X 38315 0 0 38315 0 0 0 0 0 1 PILLSBURY WINTHROP SHAW PITTMAN LLP 31 WEST 52ND STREET NEW YORK NY 10019 LEGAL FEES 6694766 ANCHIN BLOCK & ANCHIN LLP 1375 BROADWAY NEW YORK NY 10018 ADMINISTRATOR FEES 353226 GRANT THORNTON LLP 445 BROAD HOLLOW ROAD SUITE 300 MELVILLE NY 11747 AUDIT FEES 243815 DELOITTE & TOUCHE LLP 30 ROCKEFELLER CENTER NEW YORK NY 10112 CONSULTING FEES 143576 WILMERHALE 1875 PENNSYLVANIA AVENUE NW WASHINGTON DC 20006 LEGAL FEES 124175 5 PARTICIPANT FEES 900099 6300000 6300000 6300000 3484 3484 6303484 6300000 0 3484 6818941 243815 360634 23791 CONSULTING 143576 7590757 X 4499482 4499482 0 838613 109233082 5752246 115823941 0 X -111324459 -111324459 0 4499482 0 X -1287273 112611732 X X 0 1 X 1 0 0 0 0 6300000 FORM 990, SCHEDULE C, PART III-B, LINE 2: THE ORGANIZATION DID NOT INCUR ANY LOBBYING OR POLITICAL EXPENDITURES DURING 2020. 0 X 0 0 0 6303484 6303484 6303484 7587273 -3484 -3484 7590757 0 7590757 PART X, LINE 2: THE ORGANIZATION FOLLOWS GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS "MORE-LIKELY-THAN-NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. THE ORGANIZATION IS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(6), THOUGH IT IS SUBJECT TO TAX ON INCOME UNRELATED TO ITS EXEMPT PURPOSE, UNLESS THAT INCOME IS OTHERWISE EXCLUDED BY THE IRC. THE ORGANIZATION HAS PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX-EXEMPT STATUS; TO IDENTIFY AND REPORT UNRELATED BUSINESS INCOME; TO DETERMINE ITS FILING AND TAX OBLIGATIONS IN JURISDICTIONS FOR WHICH IT HAS NEXUS; AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. THE ORGANIZATION HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS. IN ADDITION, THE ORGANIZATION HAS NOT RECORDED A PROVISION FOR INCOME TAXES AS IT HAS NO MATERIAL TAX LIABILITY FROM UNRELATED BUSINESS INCOME ACTIVITIES. PART XI, LINE 4B - OTHER ADJUSTMENTS: PARTICIPANT FEES 6,300,000. INTEREST INCOME 3,484. PART XII, LINE 2D - OTHER ADJUSTMENTS: INTEREST INCOME -3,484. X 0 0 0 MICHAEL SIMON CHAIR, OPERATING COMMITTEE 38315 0 0 0 0 0 0 0 0 0 38315 0 0 0 FORM 990, SCHEDULE J, PART II, LINE 1: CONSULTANT COMPENSATION FOR THE CHAIR OF THE OPERATING COMMITTEE REPORTED IN THIS RETURN WAS PAID BY AN UNRELATED ORGANIZATION, DELOITTE & TOUCHE LLP, FOR SERVICES RENDERED TO CAT NMS, LLC AND ITS RELATED ORGANIZATION DESCRIBED ON SCHEDULE R. LEGAL FEES 2020-12-17 9766 ACTUAL COST; HOURLY RATE 041409810 WILMERHALE 1875 PENNSYLVANIA AVENUE NW WASHINGTON DC 20006 LLP ADMINISTRATION FEES 2020-12-17 41140 ACTUAL COST; HOURLY RATE 130436940 ANCHIN BLOCK & ANCHIN LLP 1375 BROADWAY NEW YORK NY 10018 LLP 1 0 0 0 1 0 0 0 PART I, LINE 2E: PERSON(S) INVOLVED: ALL INDIVIDUALS LISTED ON FORM 990, PART VII, SECTION A. PART I, LINE 2E: EXPLANATION OF INVOLVEMENT: THE CHAIR OF THE OPERATING COMMITTEE AND ALL OPERATING COMMITTEE MEMBERS HAVE BEEN VOTED IN BY THE MEMBER SRO'S TO SERVE IN THE SAME ROLES OF THE SUCCESSOR ORGANIZATION, CONSOLIDATED AUDIT TRAIL, LLC. PART I, LINE 3: IN 2019, THE ORGANIZATION ENGAGED LEGAL COUNSEL TO FILE AN ARBITRATION CLAIM AGAINST THESYS CAT, THE ORIGINAL PLAN PROCESSOR, TO RECOUP CERTAIN DAMAGES INCURRED BY THE ORGANIZATION. THESYS CAT ALSO FILED A COUNTERCLAIM AGAINST THE ORGANIZATION. IN SEPTEMBER 2020, THESYS CAT WAS AWARDED $5,360,366 AS SETTLEMENT OF THE ARBITRATION PROCEEDING, WHICH HAS BEEN PAID IN FULL AS OF 12/17/2020. AS ARBITRATION HAS ENDED, THERE IS NO BUSINESS REASON FOR THIS ENTITY TO CONTINUE TO EXIST SINCE THE SUCCESSOR ENTITY, CONSOLIDATED AUDIT TRAIL, LLC, HAS BEEN TASKED WITH CREATING, IMPLEMENTING AND MAINTAINING THE AUDIT TRAIL PURSUANT TO RULE 613.THE OPERATING COMMITTEE HAS UNANIMOUSLY VOTED TO APPROVE DISSOLUTION OF THE ENTITY BY 12/17/2020. SEE ATTACHED PLAN OF DISSOLUTION AND UNANIMOUS MEMBER CONSENT.THE OUTSTANDING CASH WILL BE SET ASIDE TO PAY ANY FUTURE INVOICES FOR PROFESSIONAL FEES IN CONNECTION WITH DISSOLUTION AND COMPLETION OF THE FINAL TAX RETURN.THE OUTSTANDING NOTES PAYABLE TO THE MEMBER SRO'S WILL REMAIN ON THE BOOKS FOR A PERIOD OF THREE YEARS. FORM 990, PART I, LINE 1 EFFECTIVE OCTOBER 1, 2012, THE SECURITIES AND EXCHANGE COMMISSION ("SEC") ADOPTED RULE 613 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ("RULE 613") TO CREATE A CONSOLIDATED AUDIT TRAIL (THE "CAT SYSTEM") THAT WOULD ALLOW REGULATORS TO EFFICIENTLY AND ACCURATELY TRACK ALL ACTIVITY THROUGHOUT THE U.S. MARKETS IN NATIONAL MARKET SYSTEM ("NMS") SECURITIES. AMONG OTHER THINGS, THE RULE REQUIRED THE NATIONAL SECURITIES EXCHANGES AND THE FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA"), COLLECTIVELY THE SELF-REGULATORY ORGANIZATIONS, ("SROS OR "MEMBERS") TO JOINTLY SUBMIT A PLAN, CALLED AN NMS PLAN, TO CREATE, IMPLEMENT AND MAINTAIN A CONSOLIDATED AUDIT TRAIL OF THE NMS ACTIVITY. RULE 613 SPECIFIES THE TYPE OF DATA TO BE COLLECTED AND WHEN THE DATA IS TO BE REPORTED TO A CENTRAL REPOSITORY. ON SEPTEMBER 30, 2014, THE SROS SUBMITTED TO THE SEC THE PROPOSED NMS PLAN IN ACCORDANCE WITH RULE 613 WHICH WAS EVENTUALLY AMENDED AND REPLACED IN ITS ENTIRETY ON FEBRUARY 27, 2015 WITH THE AMENDED AND RESTATED CAT NMS PLAN ("CAT NMS PLAN"). ON NOVEMBER 15, 2016, THE SEC VOTED TO APPROVE THE AMENDED AND RESTATED CAT NMS PLAN. SUBSEQUENT TO SEC'S APPROVAL OF THE CAT NMS PLAN, CAT NMS, LLC ("CAT NMS") WAS FORMED BY THE SROS IN RESPONSE TO SEC RULE 613 TO CREATE, IMPLEMENT AND MAINTAIN THE CAT SYSTEM. ON AUGUST 29, 2019, THE SROS FORMED A NEW DELAWARE LIMITED LIABILITY COMPANY, CONSOLIDATED AUDIT TRAIL, LLC (THE ORGANIZATION OR "CAT LLC"), AN EXEMPT ORGANIZATION UNDER IRC SECTION 501(C)(6), FOR THE PURPOSES OF CONDUCTING ACTIVITIES RELATING TO THE CAT SYSTEM. PURSUANT TO AN AMENDMENT TO THE CAT NMS PLAN FILED WITH THE SEC ON AUGUST 29, 2019, THE LIMITED LIABILITY COMPANY AGREEMENT OF CAT LLC NOW SERVES AS THE CAT NMS PLAN. AS A RESULT OF THE FORMATION OF CONSOLIDATED AUDIT TRAIL, LLC ON AUGUST 29, 2019, AND THE LIMITED LIABILITY COMPANY AGREEMENT OF CAT NMS, LLC NO LONGER SERVING AS THE CAT NMS PLAN, THE ORGANIZATION AMENDED AND RESTATED ITS OPERATING AGREEMENT ON APRIL 14, 2020. PURSUANT TO THE AMENDED AND RESTATED OPERATING AGREEMENT, THE PURPOSE OF THE ORGANIZATION IS TO ENGAGE IN THE DEFENSE AND RESOLUTION OF THE DISPUTE BETWEEN THE ORGANIZATION AND THESYS CAT LLC, AND TO CONDUCT ANY BUSINESS ACTIVITY TO ACCOMPLISH THIS PURPOSE. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION MADE A CHANGE TO ITS MISSION EFFECTIVE APRIL 14, 2020. THE OPERATING COMMITTEE UNANIMOUSLY ENTERED INTO A PLAN TO WIND UP AND DISSOLVE THE ORGANIZATION BY DECEMBER 31, 2020. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS MEMBERS AS IT IS A SECTION 501(C)(6) ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S GOVERNING BODY, THE OPERATING COMMITTEE, REVIEWS FORM 990. THE TAX RETURN IS MADE AVAILABLE TO ALL COMMITTEE MEMBERS FOR SEVEN DAYS BEFORE IT IS FINALIZED AND FILED WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 15 NO MEMBER OF THE OPERATING COMMITTEE, NOR ANY OFFICER REPORTING TO THE OPERATING COMMITTEE, WILL RECEIVE ANY COMPENSATION FROM THE ORGANIZATION FOR SERVING AS A MEMBER OF THE OPERATING COMMITTEE OR AS AN OFFICER OF THE ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. FORM 990, PART VII, SECTION A, LINE 1A THE ORGANIZATION HAS FORMED AN OPERATING COMMITTEE (THE "OPERATING COMMITTEE") TO MANAGE THE ORGANIZATION. THE OPERATING COMMITTEE SHALL HAVE THE GENERAL CHARGE AND SUPERVISION AND, ACTING COLLECTIVELY, SHALL BE THE SOLE MANAGER OF THE ORGANIZATION. THE OPERATING COMMITTEE IS COMPRISED OF ONE VOTING MEMBER AND ONE ALTERNATE MEMBER FROM EACH OF THE SROS, WITH ONE ELECTED CHAIR, WHO WILL SERVE A TWO YEAR TERM. FORM 990, PART X, COLUMN B: IN ORDER TO SUCCESSFULLY FILE THE RESUBMISSION ELECTRONICALLY, PART X, COLUMN B, MUST BE SUBMITTED BLANK. THE ENTITIES' ENDING BALANCE SHEET BALANCES, COLUMN B, ARE AS FOLLOWS PER ORIGINAL 2020 TAX RETURN FILED. LINE 1- CASH: $201,930 LINE 16- TOTAL ASSETS: $201,930 LINE 17- ACCOUNTS PAYABLE: $80,580 LINE 23- SECURED MORTGAGES AND NOTES PAYABLE TO UNRELATED PARTIES: $112,733,082 LINE 26- TOTAL LIABILITIES: $112,813,662 LINE 27- NET ASSETS WITHOUT DONOR RESTRICTIONS: $-112,611,732 LINE 32- TOTAL NET ASSETS OR FUND BALANCES: $-112,611,732 LINE 33- TOTAL LIABILITIES AND NET ASSETS/FUND BALANCES: $201,930 THE OUTSTANDING CASH WILL BE SET ASIDE TO PAY ANY FUTURE INVOICES FOR PROFESSIONAL FEES IN CONNECTION WITH DISSOLUTION AND COMPLETION OF THE FINAL TAX RETURN. THE OUTSTANDING NOTES PAYABLE TO THE MEMBER SRO'S WILL REMAIN ON THE BOOKS FOR A PERIOD OF THREE YEARS. FORM 990, PART XI, LINE 9: ADJUSTMENT FOR DISSOLUTION 112,611,732. FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT PROCESS OR SELECTION PROCESS DURING THE TAXABLE YEAR. FORM 990 GENERAL EXPLANATION: IN RESPONSE TO THE TAX NOTICE DATED JANUARY 24, 2022, THE TAXPAYER IS RESUBMITTING THE 2020 TAX RETURN. PLEASE BE ADVISED THAT THE TAXPAYER WAS UNABLE TO ELECTRONICALLY FILE FORM 990 FOR TAX YEAR ENDING 12/17/2020 DUE TO SYSTEM LIMITATIONS. THE TAXPAYER WAS DISSOLVED IN DECEMBER 2020 WITH THE FINAL RETURN BEING FILED IN JANUARY 2021. THE 2020 SOFTWARE AND RELATED TAX FORMS WERE UNAVAILABLE AT THIS TIME. THEREFORE, THE 2019 SOFTWARE WAS USED TO PREPARE THE RETURN. SINCE THE 2019 RETURN WAS ELECTRONICALLY FILED A FEW MONTHS PRIOR, FILING THE 2020 IN THIS MANNER WAS NOT POSSIBLE. CONSOLIDATED AUDIT TRAIL LLC C/O ANCHIN 1375 BROADWAY NEW YORK NY 10018 842967946 SOFTWARE DEVELOPMENT DE 501(C)(6) N/A 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0