2021-08-13T13:03:04-05:00 2020-12-31 130436940 ANCHIN BLOCK & ANCHIN LLP 1375 BROADWAY NEW YORK NY 100187001 990 2020-01-01 842967946 CONSOLIDATED AUDIT TRAIL LLC CONS 8886963348 CO ANCHIN 1375 BROADWAY NEW YORK NY 10018 MICHAEL SIMON CHAIR, OPERATING COMMITTEE 8886963348 2021-08-13 1 MICHAEL SIMON 999009999 MATTHEW MULLANEY P00182667 2128403456 2021-08-13 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z MICHAEL SIMON 1100 NY AVENUE NW STE 310 WASHINGTON DC 20005 433209 0 X WWW.CATNMSPLAN.COM X LLC 2019 DE SEE DESCRIPTION REPORTED ON SCHEDULE O. 9 9 0 0 0 0 0 0 88205 424494 0 8715 0 0 88205 433209 0 0 0 0 0 0 0 0 0 17356463 84538619 17356463 84538619 -17268258 -84105410 16438307 35903805 33706565 137277473 -17268258 -101373668 X 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. THE ORGANIZATION'S PRINCIPAL PURPOSE IS TO CREATE, IMPLEMENT AND MAINTAIN A CONSOLIDATED AUDIT TRAIL PURSUANT TO RULE 613. 0 0 DEVELOPMENT OF SOFTWARE. AS OF 12/31/20, START OF 5.2.4 MILESTONE FOR INDUSTRY MEMBER - INDUSTRY TEST, INCLUDING REPORTING RELATIONSHIPS, ATS ORDER TYPE MANAGEMENT, BASIC REPORTING STATISTICS, SFTP DATA INTEGRITY FEEDBACK, AND ERROR CORRECTION. DEVELOPMENT OF SOFTWARE. AS OF 12/31/20, COMPLETION OF 4.3.7 FOR OPTIONS LINKAGE RELEASE 3 GO LIVE. DEVELOPMENT OF SOFTWARE. AS OF 12/31/20, COMPLETION OF MILESTONE 5.2.6 FOR INDUSTRY MEMBER 2A - (EQUITIES) FILE SUBMISSION AND DATA INTEGRITY (INCLUDING ERROR CORRECTION) - GO-LIVE AND COMPLETION OF MILESTONE 5.5.5 FOR INDUSTRY MEMBER FULL 2A EQUITIES GO-LIVE (ALL LINKAGE INCL. 2A3 - INTER-FIRM AND 2A4 - EXCHANGE AND TRF). 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 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 9 9 0 0 0 0 1 1 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 ZORAN PERKOV OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 ANDERS FRANZON OPERATING COMMITTEE MEMBER 3.00 3.00 X 0 0 0 MICHAEL SIMON CHAIR, OPERATING COMMITTEE 15.00 2.00 X 233463 0 0 DAVID YACONO CHIEF INFORMATION SECURITY OFFICER 40.00 40.00 X 429008 0 86460 A DUER MEEHAN CHIEF COMPLIANCE OFFICER 40.00 40.00 X 641580 0 88873 1304051 0 175333 3 0 1 1 FINRA CAT LLC 1735 K STREET NW WASHINGTON DC 20006 DEVELOPMENT OF SOFTWARE 104425838 WILMERHALE 1875 PENNSYLVANIA AVENUE NW WASHINGTON DC 20006 LEGAL FEES 3876531 PILLSBURY WINTHROP SHAW PITTMAN LLP 31 WEST 52ND STREET NEW YORK NY 10019 LEGAL FEES 2654671 DELOITTE & TOUCHE LLP 555 12TH STREET NW SUITE 400 WASHINGTON DC 20004 CONSULTING/PROJECT MANAGER 1264646 ANCHIN BLOCK & ANCHIN LLP 1375 BROADWAY NEW YORK NY 10018 ADMINISTRATOR FEES 418595 6 PARTICIPANT FEES 900099 424494 424494 424494 8715 8715 433209 424494 0 8715 6531202 188405 419463 71106488 3967638 966974 CONSULTING 1264646 PUBLIC RELATIONS 93803 84538619 1271661 6385235 560266 569390 14214500 28949180 391880 0 16438307 35903805 10428627 25781366 23277938 111496107 33706565 137277473 X -17268258 -101373668 -17268258 -101373668 16438307 35903805 -84105410 0 X X 0 1 X 1 0 0 0 0 424494 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 433209 433209 433209 84529904 -8715 -8715 84538619 0 84538619 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 424,494. INTEREST INCOME 8,715. PART XII, LINE 2D - OTHER ADJUSTMENTS: INTEREST INCOME -8,715. X 0 1 0 MICHAEL SIMON CHAIR, OPERATING COMMITTEE 233463 0 0 0 0 0 0 0 0 0 233463 0 0 0 DAVID YACONO CHIEF INFORMATION SECURITY OFFICER 252256 0 162000 0 14752 0 37500 0 48960 0 515468 0 0 0 A DUER MEEHAN CHIEF COMPLIANCE OFFICER 294251 0 230000 0 117329 0 37050 0 51823 0 730453 0 0 0 FORM 990, SCHEDULE J, PART I, LINE 4B: A. DUER MEEHAN PARTICIPATES IN THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, WHICH IS A NONQUALIFIED DEFINED CONTRIBUTION PLAN, OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC., THE PARENT ORGANIZATION OF FINRA CAT, LLC. THE PLAN HAS A 3 YEAR VESTING CYCLE WITH ANNUAL VESTING BEGINNING AT AGE 62. IN 2020, MR. MEEHAN VESTED IN THE CONTRIBUTIONS FOR YEARS 2018 - 2020. THE 3 YEAR TOTAL OF $95,341 IS REPORTED IN COLUMN B(III). FORM 990, SCHEDULE J, PART II, LINES 1 - 3: 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 CONSOLIDATED AUDIT TRAIL, LLC AND ITS RELATED ORGANIZATION DESCRIBED ON SCHEDULE R. EMPLOYMENT COMPENSATION FOR THE CHIEF INFORMATION SECURITY OFFICER AND THE CHIEF COMPLIANCE OFFICER REPORTED IN THIS RETURN WAS PAID BY AN UNRELATED ORGANIZATION, FINRA CAT, LLC, FOR SERVICES RENDERED TO CONSOLIDATED AUDIT TRAIL, LLC, AND ITS RELATED ORGANIZATION DESCRIBED ON SCHEDULE R. 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. 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 A, LINE 7A THE OPERATING COMMITTEE REPRESENTS THE GOVERNING BODY OF THE ORGANIZATION. THE OPERATING COMMITTEE IS APPOINTED BY THE ORGANIZATION'S PARTICIPANTS (MEMBERS). 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 XII, LINE 2C: THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT PROCESS OR SELECTION PROCESS DURING THE TAXABLE YEAR. CAT NMS LLC (TERMINATED 12172020) C/O ANCHIN 1375 BROADWAY NEW YORK NY 10018 821421190 ARBITRATION DE 501(C)(6) N/A 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 FORM 990, SCHEDULE R, PART II, LINE 1 CONSOLIDATED AUDIT TRAIL, LLC, SUCCESSOR ENTITY OF CAT NMS LLC, HAS BEEN TASKED WITH CREATING, IMPLEMENTING AND MAINTAINING THE AUDIT TRAIL PURSUANT TO RULE 613. CAT NMS LLC WAS ENGAGED IN ARBITRATION AGAINST THE ORIGINAL PLAN PROCESSOR DURING 2020 WHICH WAS RESOLVED BY THE END OF THE YEAR. AS A RESULT, THE ORGANIZATION WAS DISSOLVED ON 12/17/2020.