THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE MERITS OR ACCURACY OF
THE DISCLOSURES IN THIS FILING.

Contents


ATS-N/UA: Filer Information

Filer CIK
0000091154 
Filer CCC
********  
File No:
013-00129 
CitiBLOCis making this filing pursuant to the Rule 304 under the Securities Exchange Act of 1934
Statement about the Form ATS-N Amendment pursuant to Instruction A.7 (g) of this form.
 
Is this a LIVE or TEST Filing? Radio button checked LIVE Radio button not checked TEST
Is this an electronic copy of an official filing submitted in paper format in connection with a hardship exemption? Checkbox not checked

Submission Contact Information

Name
 
Phone Number
 
E-Mail Address
 

Notification Information

Notify via Filing Website only? Checkbox not checked

ATS-N/UA: Part I: Identifying Information

Identifying Information

1. Is the organization, association, Person, group of Persons, or system filing the Form ATS-N a broker-dealer registered with the Commission? Radio button checked Yes Radio button not checked No
2. Full name of registered broker-dealer of the NMS Stock ATS ("Broker-Dealer Operator") as stated on Form BD:

CITIGROUP GLOBAL MARKETS INC. 

3. Full name(s) of NMS Stock ATS under which business is conducted, if different:

NMS Stock ATS Full Name Record: 1
CitiBLOC 
4. Provide the SEC file number and CRD number of the Broker-Dealer Operator:

a. SEC File No.:

008-08177 

b. CRD No.:

000007059 

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:

FINRA 

b. Effective Date of Membership:

10/16/1936 

c. MPID of the NMS Stock ATS:

CBLC 

6. Provide, if any, the website URL of the NMS Stock ATS:

https://www.citibank.com/mss/products/equities/e_trading/liquidity.html 

7. Provide the primary, and if any, secondary, physical street address(es) of the NMS Stock ATS matching system:

Primary Address
Street 1
Equinix NY4 Data Center 
Street 2
755 Secaucus Road 
City
Secaucus 
Zip
07094 
State
NEW JERSEY  
Secondary Address

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.

Attach / Remove / View Exhibit 1

Checkbox not checked Select if, in lieu of filing, CitiBLOC  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.

Attach / Remove / View Exhibit 2

Checkbox not checked Select if, in lieu of filing, CitiBLOC  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.

Attach / Remove / View Exhibit 3

ATS-N/UA: 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? Radio button checked Yes Radio button not checked 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).
CGMI Business Units have the ability to place conditional orders (COs) in CitiBLOC through CGMI's suite of electronic algorithmic trading strategies ("Algorithms") and internal order management systems ("OMSs"). Each business unit ("Business Units") listed below is part of Citigroup Global Markets, Inc. ("CGMI"), leverages the SBSH market participant identification code (MPID) and can place COs in the trading capacities noted below.

(a) CASH SALES TRADING and CASH TRADING facilitate institutional customer orders in NMS Stocks and OTC securities. Cash Sales Trading can send client orders (in NMS Stocks) to CitiBLOC as COs in the capacity of agency, and Cash Trading can send COs (in NMS Stocks) to CitiBLOC as agency or as principal.

(b) INTERNATIONAL TRADING facilitates institutional client orders in American Depository Receipts and local ordinary securities. International Trading can send COs (in NMS Stocks) to CitiBLOC as agency or as principal.

(c) RISK ARBITRAGE facilitates institutional client orders in international securities, NMS Stocks, and OTC securities, specializing in the securities of companies in announced transactions (e.g., mergers and acquisitions, tender offers etc.). Risk Arbitrage can send COs (in NMS Stocks) to CitiBLOC as agency or as principal.

(d) CONVERTIBLES TRADING facilitate institutional client orders in NMS Stocks and OTC securities that are convertible securities. Convertibles Trading can send client orders (in NMS Stocks) to CitiBLOC as COs in the capacity of agency or as principal.

(e) DERIVATIVES SALES TRADING and DERIVATIVES TRADING facilitates institutional client orders in listed options, including complex options and OTC derivatives. Derivatives Sales Trading can send client orders (in NMS Stocks) to CitiBLOC as COs in the capacity of agency, and Derivatives Trading can send COs (in NMS Stocks) to CitiBLOC as agency or as principal.

(f) ETF TRADING facilitates institutional client orders in Exchange Traded Funds (ETFs). ETF Trading can send COs (in NMS Stocks) to CitiBLOC as agency or as principal.

(g) CENTRAL RISK manages a portfolio of CGMI positions incurred from CGMI's facilitation activities. Central Risk can send COs (in NMS Stocks) to CitiBLOC as principal.

(i) PROGRAM SALES and PROGRAM TRADING facilitates institutional client orders in equity securities, including NMS Stocks and OTC securities, entered as a program by the client. Program Sales can send client orders (in NMS Stocks) to CitiBLOC as COs in the capacity of agency. Program Trading can send orders (in NMS Stocks) to CitiBLOC as COs in the capacity of agency or principal.

(j) DELTA ONE | SWAPS SALES and TRADING is the market making and hedging desk which provides financing-based execution of products offering linear exposure to equity risk (single stock, index and sector swaps, ETFs, EFPs, etc.) to clients. Delta One | Swaps Sales and Trading can send COs (in NMS Stocks) to CitiBLOC as principal.

(k) SPECIAL EQUITIES TRANSACTIONS GROUP facilitates purchases and sales of issuers dealing in their own securities and sales of securities by issuer affiliates. Special Equities Transactions Group can send COs (in NMS Stocks) to CitiBLOC as agency or principal.

(l) U.S. FUTURES, MUNICIPALS, HIGH YIELD and CREDIT TRADING business units can all hedge their exposure in U.S. Equities. These trading units can send COs (in NMS Stocks) as principal through Algorithms to CitiBLOC.

(m) FIXED INCOME SALES handles client orders in fixed income securities, but may take equity orders for agency handling. Fixed Income Sales can send COs (in NMS Stocks) as agency through Algorithms to CitiBLOC.

CGMI does not have an electronic market making Business Unit that continuously provides liquidity to the CitiBLOC ATS.

CGMI Business Units can send COs marked as principal to CitiBLOC; however, all executions within CitiBLOC are reported as an agency cross to the Nasdaq trade reporting facility (TRF). Accordingly, a trade confirmation provided to a non-broker-dealer Subscriber will not reflect that CGMI traded as 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? Radio button not checked Yes Radio button checked 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.
CGMI Business Units and its Affiliates are not able to enter COs directly into CitiBLOC. Rather, CGMI Business Units and its Affiliates can only enter COs indirectly through CGMI's Algorithms. Non-CGMI and non-Affiliate Subscribers can access CitiBLOC directly. 
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)? Radio button not checked Yes Radio button checked No
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? Radio button not checked Yes Radio button checked No

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? Radio button checked Yes Radio button not checked 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).
CGMI is a subsidiary of Citigroup Inc., a global financial services firm ("Citi"). Many Affiliates of CGMI have the ability to send orders to a CGMI trading desk or to a CGMI Algorithm. The determination as to whether a CO is sent to CitiBLOC on behalf of a CGMI affiliate is made by the CGMI Algorithm. CGMI Affiliates are authorized to act as broker dealers or banks (or the local equivalent). Each Affiliate may enter orders for its Clients acting as agent, or may enter orders for its account as principal. While Affiliates can send COs marked as principal, executions within CitiBLOC are reported as an agency cross to the Nasdaq trade reporting facility (TRF). Accordingly, a trade confirmation provided to a non-broker-dealer Subscriber will not reflect that CGMI (or its Affiliate) traded as principal. Given that orders entered by an Affiliate are entered through CGMI, the applicable MPID is SBSH.

The following CGMI Affiliates can access CitiBLOC through CGMI:

(1) U.S. Bank -- Citibank N.A.

(2) Branches of U.S. Bank -- (i) Citibank N.A., Singapore branch and (ii) Citibank N.A. HK branch

(3) Non-U.S. Broker Dealer -- (i) Citigroup Global Markets Ltd., (ii) Citigroup Global Markets Europe Ltd., (iii) Citigroup Global Markets Singapore Securities Pte. Ltd., (iv) Citigroup Global Markets Singapore Pte. Ltd., (v) Citigroup Global Markets Asia Ltd, (vi) Citigroup Global Markets Korea Securities Limited, (vii) Citigroup Global Markets Australia Pty Limited, (viii) Citigroup Global Markets Canada Inc., (ix) Citigroup Global Markets (Proprietary) Limited, (x) Citigroup Global Markets Brasil, Corretora De Cambio Titulos E Valores Mobiliarios S.A., (xi) Citigroup Global Markets Taiwan Securities Company Limited, (xii)Citibanamex Casa de Bolsa, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Citibanamex, (xiii) Citigroup Global Markets Japan Inc., and (xiv) Dom Maklerski Banku Handlowego S.A.

(4) Holding Company for Non-U.S. Investments -- Citibank Overseas Investment Corporation

(5) U.S. Broker Dealer -- Citigroup Derivatives Markets Inc. 
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? Radio button not checked Yes Radio button checked 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.
Neither the Broker Dealer Operator nor its Affiliates may access CitiBLOC directly. Non-Affiliate Subscribers access CitiBLOC through the direct FIX gateway. 
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)? Radio button not checked Yes Radio button checked No
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? Radio button not checked Yes Radio button checked No

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? Radio button checked Yes Radio button not checked No
If yes, explain the opt-out process.
CitiBLOC supports a "Do Not Cross Principal" (DNCP) instruction, which, if selected, prevents orders from crossing with the principal interest of CGMI, the principal interest of any Affiliate of CGMI, and any other Subscriber order marked principal in the "Principal Capacity" field. The DNCP instruction can be set on individual orders or configured on a FIX session level. 
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? Radio button checked Yes Radio button not checked No
If yes, explain the opt-out process.
CitiBLOC supports a "Do Not Cross Principal" (DNCP) instruction, which, if selected, prevents orders from crossing with the principal interest of CGMI, the principal interest of any Affiliate of CGMI, and any other Subscriber order marked principal in the "Principal Capacity" field. The DNCP instruction can be set on individual orders or configured on a FIX session level. 
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? Radio button checked Yes Radio button not checked No

Item 4: 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)? Radio button checked Yes Radio button not checked No
If yes, identify the Trading Center and the ATS services and provide a summary of the terms and conditions of the arrangement.
CGMI connects to the following external Trading Centers: NYSE, NYSE American, NYSE ARCA, NYSE Chicago, NYSE National, Cboe BZX, Cboe BYX, Cboe EDGA, Cboe EDGX, NASDAQ, NASDAQ BX, NASDAQ PSX, IEX, Credit Suisse Crossfinder, BIDS, Deutsche Bank SuperX, ITG Posit, Instinet CBX, LeveL ATS, UBS ATS, LiquidNet H2O, Virtu MatchIt, JP Morgan JPMX, Barclays LX, IntelligentCross, Hudson River Trading, IMC, GTS, Jane Street JX, Citadel Connect and Virtu Link.

The Broker-Dealer Operators of the Trading Centers stated above, can access CitiBLOC as a Subscriber by satisfying the same conditions as any other Subscriber of CitiBLOC (described in Part III, Item 2(b)) or as a client of CGMI. In no event do any of these Trading Centers receive preferential treatment and there is no obligation on either the Trading Center or CGMI to route orders. 
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? Radio button not checked Yes Radio button checked No

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)? Radio button checked Yes Radio button not checked 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.
CGMI offers its clients a suite of electronic equities trading products and services including use of Algorithms, use of a smart order router ("SOR") and access to CitiBLOC. Clients connect to a CGMI FIX gateway for access to Citi's suite of electronic equities trading products and services. By design, COs cannot be directed through the SOR to CitiBLOC. Clients of CGMI can choose to connect directly to CitiBLOC through a separate CGMI FIX gateway. This direct gateway is the gateway to CitiBLOC regardless if a Client connects directly to CitiBLOC or if an Algorithmic order is directed to CitiBLOC.

For the purposes of this Form ATS-N, CitiBLOC Subscribers are those that can direct COs directly through the direct gateway to CitiBLOC bypassing the CGMI algorithms. Clients of CGMI whose orders are routed to CitiBLOC by CGMI Algorithms rely on CGMI as their broker dealer to access CitiBLOC on their behalf and are not Subscribers to the CitiBLOC ATS. CGMI's Algorithms offer CGMI clients the ability to select CitiBLOC as a destination through a custom algorithm. However, clients of CGMI making that selection do not make the decision to firm up their CO should a crossing opportunity occur. Rather the Algorithms are managed across various market centers including CitiBLOC, and perform the automated firm-up process if and when contra-side COs are presented. Crosses are executed against CGMI if the firm-up decision is made by the CGMI Algorithm. Accordingly, orders of business units of CGMI or its Affiliates (whether acting as agent or as principal) routed to CitiBLOC by way of CGMI Algorithms are considered by CitiBLOC as being entered by CGMI.

Prospective CitiBLOC Subscribers are reviewed and approved by the CitiBLOC New Subscriber Group. The New Subscriber Group includes the ATS Supervisor, Business Management, Legal and Compliance. Each prospective CitiBLOC Subscriber is presented to the New Subscriber Group for review along with any regulatory findings, financial documents and expected activity. The New Subscriber Group bases its review, approval and Market Access Rule limits on criteria relating to the materials described in Part III, Item 2(b). CitiBLOC permits COs and Firmed-up Orders access through the Financial eXchange Protocol (FIX versions 4.2 or 4.4), (see Part III, Item 5), as well as allows cross-connectivity connection to CitiBLOC (See Part III, Item 6).

CGMI's Electronic Trading Agreement ("ETA") governs the use of electronic trading products and services. Subscribers are obligated to execute the ETA; however, it does not contain any specific terms and conditions for accessing CitiBLOC.

Other than with one broker-dealer Subscriber that requested that their ETA be limited by its terms to access to CitiBLOC, CGMI does not have a separate agreement with Subscribers specific to CitiBLOC. 
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? Radio button checked Yes Radio button not checked No
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? Radio button not checked Yes Radio button checked No

Item 6: 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? Radio button checked Yes Radio button not checked 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.
CitiBLOC is owned and operated by CGMI, which is responsible for the business-related aspects of CitiBLOC, including execution, trading, clearing and settlement of transactions.

CitiBLOC considers Subscribers' Identities, COs, Invitations to Firm-up, Firmed-up Orders, executions and reports related to such ATS data to be confidential trading information.

Access to CitiBLOC confidential trading information is limited to the ATS Supervisor that is dedicated to CitiBLOC and various groups of shared employees that service CitiBLOC from CGMI, or a CGMI Affiliate that have been approved for access to ATS confidential trading information in order to support the operation and compliance of the ATS. Centralized support functions are performed by shared employees of CGMI or an Affiliate including Business Management, Legal, Compliance, Operations, and Technology.

Described below are groups of shared employees of CGMI, or an Affiliate, that provide business and trading-related services to CitiBLOC, similar to the services those shared employees provide to CGMI, or an Affiliate.

Shared employees within the business include (i) CGMI Management (Head of the Americas Electronic Equities Trading and direct Manager of ATS Supervisor),(ii) Business Controls and Supervision (BCS), (iii) Business Unit Management (BUM), (iv) U.S. Connectivity and (v) Cash Sales Trading, Cash Trading and EE Coverage.

CGMI MANAGEMENT specific to CitiBLOC refers to the Head of Electronic Equities (EE) Trading and the direct Manager of ATS Supervisor as they assist the ATS Supervisor with general business matters and overall management of CitiBLOC.

BUSINESS CONTROLS and SUPERVISION (BCS) is a first line of defense function, with primary responsibility for guiding the risk management activities of the business. BCS receives certain CitiBLOC supervisory reports on a post trade date (T+1) basis and reviews these reports for accuracy, escalating exceptions to the ATS Supervisor.

A BUSINESS UNIT MANAGER from within the Business Unit Management group, in conjunction with the Billing team, is responsible for preparing monthly invoices for CitiBLOC broker dealer Subscribers.

U.S. CONNECTIVITY is responsible for gathering prospective Subscriber documentation for onboarding new ATS Subscribers and providing Level 1 support pertaining to connectivity, orders and executions. This group also monitors orders and execution related information, inputs approved Market Access Rule limits and trouble-shoots system issues.

CASH SALES TRADING, CASH TRADING and EE COVERAGE, as noted in Part II, Item 1(a), is responsible for providing CGMI Clients order routing and execution coverage and support intraday. Algorithmic orders sent by CGMI Clients are then transmitted by the Algorithm to various exchanges and ATSs, including CitiBLOC.

Various technology-related groups, (e.g. FIX Engineering, Production Support, Application Development including Quality Assurance, Infrastructure and Data Warehouse) -- operated by the following Affiliates, Citibank N.A. (CBNA), Citi Technology Inc. (CTI), and Citi Canada Technology Services ULC -- are responsible for the development, operation, monitoring and stability of the infrastructure of CGMI business applications, including CitiBLOC. CitiBLOC is supported and maintained by shared employees from Affiliates, whose technology roles are described below:

FIX ENGINEERING is responsible for FIX certification and the technical components of the onboarding ATS process, deploying and releasing system changes, testing system functionality and providing Level 2 support. FIX Engineering is also responsible for creating new Subscriber sessions, as well as updating and maintaining Subscriber configurations which include segmentation (monthly Subscriber Rankings), Do Not Cross Principal (DNCP) lists and self-match prevention lists. FIX Engineering has access to FIX logs and the real-time Production Environment to support the operation and connectivity of CitiBLOC.

PRODUCTION SUPPORT is responsible for monitoring the health and performance of the real-time system and providing Level 2 support. Production Support has access to the CGMI trade reporting application pertaining to CitiBLOC (See Part II, Item 7(a)), CitiBLOC FIX logs as well as real-time and post-trade confidential trade information pertaining to CitiBLOC to support the operation and infrastructure of CitiBLOC.

APPLICATION DEVELOPMENT group is responsible for designing, developing, testing and implementing CGMI trading system enhancements related to regulatory and functional changes. The Application Development team creates JIRA tickets for tracking bugs and enhancements to graphical user interfaces. This team also tracks and maintains application development (software) changes to CitiBLOC, produces technical-related documentation (e.g. release notes) and provides Level 3 support. The Application Development Team has access to CitiBLOC FIX logs as well as real-time and post-trade confidential trade information pertaining to CitiBLOC to support the development and operation of the ATS.

INFRASTRUCTURE group is responsible for the hardware, network and interacting with the third-party datacenter provider (Equinix). Network engineers are responsible for the stability and reliability of the infrastructure, including hardware, of the CitiBLOC Crossing Platform.

DATA WAREHOUSE team is responsible for CGMI's post-trade date (T+1) data repository. The database contains transactional-related data. CitiBLOC data is segregated from other CGMI data within the database.

MARKET OPERATIONS is responsible for booking, processing, allocating and the settlement of CGMI executions, including CitiBLOC. This group has access to post-trade confidential trading information to fulfill the responsibilities performed by the middle office.

VARIOUS CONTROL FUNCTIONS consisting of certain shared employees within Legal, Compliance Billing, and Audit and Risk provide ancillary support to the ATS. The Various Control Functions listed below have access to CitiBLOC post-trade confidential trading information.

LEGAL is responsible for providing legal advice.

COMPLIANCE provides guidance and oversees CitiBLOC adherence to rules and regulations pertaining to ATSs and relevant trading initiatives. Compliance also assists the Business with regulatory research and inquiries, regulatory reporting matters (i.e. OATS, Form ATS-R, Electronic Blue Sheets, etc.) and surveillance of the CitiBLOC.

BILLING, AUDIT and RISK have the ability to review confidential trading information on a post execution basis. 
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? Radio button checked Yes Radio button not checked 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.
Citibank N.A. (CBNA), Citi Technology Inc. (CTI), and Citi Canada Technology Services ULC are Affiliates of CGMI that provide technology, application development and infrastructure support for the ATS.

Equinix (NY4) is the provider of the co-location facility (datacenter) for CitiBLOC ATS crossing platform. Equinix also provides support for network connectivity, power, cooling and cross-connections (See Part III, Item 6).


Broadridge Financial Solutions is the technology provider for the platform utilized to facilitate CGMI including CitiBLOC, for clearance and settlement (See Part III, Item 22).

Vela (formerly known as SR Labs) is the third party software supplier for direct market data feed handlers (See Part III, Item 23).

Cboe is a network provider leveraged for the following direct connections: Cboe BZX (Z), Cboe BYX (Y), Cboe EDGA (J), Cboe EDGX (K) (See Part III, Item 23).

NASDAQ Direct Connect is a network service provider leveraged for the following direct connections: NASDAQ (Q), NASDAQ BX (B), NASDAQ PSX (X) (See Part III, Item 23).

CenturyLink (formerly known as Savvis COIN) is a network service provider leveraged for the following direct connections: NYSE ARCA (P), the Consolidated Tape System (CTS) and the Securities Information Processor (SIP)(See Part III, Item 23).

NASDAQ Third Party Connection is a network service provider for connectivity to the Unlisted Trading Privileges (UTP) SIP (See Part III, Item 23).

Corvil provides an appliance (software and hardware) used to monitor various components of infrastructure of the CitiBLOC Crossing Platform. 
c. If yes to Item 6(b), does the service provider, or any of its Affiliates, use the NMS Stock ATS services? Radio button not checked Yes Radio button checked No

Item 7: 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.
CitiBLOC is comprised of standalone hardware (i.e., servers) and application software (collectively, the "Crossing Platform"). CitiBLOC does not share the Crossing Platform with any other CGMI systems; however, the Crossing Platform resides in the same datacenter (Equinix, NY4) cage as other CGMI systems.

As referenced below, CGMI maintains policies and standards designed to limit sharing of confidential information of Citi and of Citi's clients to those that have a "need-to-know" in order to support the operation and compliance of the ATS. In addition, as referenced below, CitiBLOC has written procedures in conjunction with a plan of supervision designed to ensure compliance with applicable industry rules and regulations with respect to supporting the operation and compliance of the ATS.

CitiBLOC considers Subscribers' Identities, COs in CitiBLOC, Invitations to Firm-up in CitiBLOC, Firmed-up Orders in CitiBLOC, executions in CitiBLOC and reports relating to the foregoing ATS data to be Subscriber confidential trading information.

Access to Subscriber confidential trading information is limited to those that have been approved for access to Subscriber confidential trading information that have a "need-to-know" in order to support the operation and compliance of the ATS and they may use that access for the sole purpose of their ATS responsibilities.

Below are references to functional groups and systems that have access to Subscriber confidential trading information, as well as an overview of the applicable safeguards and oversight procedures regarding Subscriber confidential trading information.

EMPLOYEES WITH ACCESS TO SUBSCRIBER CONFIDENTIAL TRADING INFORMATION -- CGMI has a dedicated CitiBLOC employee and shared employees from CGMI, or an Affiliate, as described in Part II, Item 6(a). These employees have access to confidential trading information in order to support the operation and compliance of the ATS, and are prohibited from sharing confidential trading information with Persons not authorized to receive such information. CitiBLOC does not provide Subscriber confidential trading information to CGMI business units for the purpose of principal trading or any other purpose.

SYSTEMS WITH ACCESS TO SUBSCRIBER CONFIDENTIAL TRADING INFORMATION -- All COs that enter CitiBLOC pass through CGMI's direct gateway. This direct gateway does not communicate confidential trading information to any other CGMI system. It is the only gateway into CitiBLOC.
COs sent through direct FIX connectivity to CitiBLOC do not pass through any CGMI system.

CGMI trading systems used by shared employees within Cash Sales Trading, Cash Trading and EE Coverage, as described in response to Part II, Item 6(a), can transmit confidential trading information to the extent orders handled by the Cash Sales Trading, Cash Trading and EE Coverage are routed to CitiBLOC. These systems convey information to those shared employees with respect to where their Clients' orders were routed or executed, which involve various market centers, including CitiBLOC.

To the extent that CGMI's Algorithms route COs on behalf of CGMI, CGMI Clients, or CGMI Affiliates to CitiBLOC (see Part III, Item 5), CGMI's Algorithms access and transmit confidential trading information relating to such COs. CGMI's Algorithms make subsequent routing decisions based upon orders previously placed by Algorithms. Responses received pertaining to previously placed orders are used to update statistics (e.g. hit rate, fill rate) and to maintain status of whether most recent order placements resulted in a complete execution, partial execution or no execution. This information is maintained by symbol and side across all venues including CitiBLOC and used as a factor in subsequent allocation decisions.

CitiBLOC executions (trade reports) are electronically reported to the FINRA/Nasdaq trade reporting facility (TRF) in Carteret through Citi's trade reporting services. As an alternative, CitiBLOC has the ability to submit trade reporting to the back-up FINRA/Nasdaq TRF in Chicago. This trade reporting service provides limited shared employees (e.g. Production Support) the ability to manually enter, modify, cancel and upload trade reports in the event the automated trade reporting fails.

CBNA maintains a database that contains transaction related data. CitiBLOC data is segregated from other CGMI data.

The CitiBLOC employee and shared employees of the ATS leverage a proprietary application for real-time monitoring. FIX Engineering, Production Support, U.S. Connectivity and the ATS Supervisor use this application to query and monitor Subscribers' COs, Invitations to Firm-up, Firmed-up Orders and agency crosses. This real-time monitoring tool is also used to monitor the health of CitiBLOC and the FIX gateway (e.g. alerts for rejects, market conditions and RegSHO messages). In addition, shared employees also leverage third-party monitoring tools to monitor various components of infrastructure, related to the Crossing Platform.

SAFEGUARDING AND OVERSEEING SUBSCRIBER CONFIDENTIAL TRADING INFORMATION -- Access to CitiBLOC Crossing Platform, relevant CGMI applications to CitiBLOC, and Subscriber Confidential Trading Information:

Pursuant to CitiBLOC's plan of supervision and in conjunction with CitiBLOC's written procedures with respect to supporting the operation and compliance of the ATS, requests for access to the CitiBLOC Crossing Platform must be submitted through a formal process and are subject to approval by the ATS Supervisor (see Part II, Item 7 (d)). The ATS Supervisor is responsible for determining whether requesting personnel are required to gain access to support the operation or compliance of the ATS prior to access being approved.

Shared employees requesting access to CitiBLOC are also required to obtain approval from their direct manager, the CitiBLOC Application (Technology) Owner and then the ATS Supervisor (or approved Series 24 delegate). Any CitiBLOC employee or shared employee seeking access to CitiBLOC data must submit a request through Citi's Marketplace ("CMP") for a specific role. The role chosen determines the type of access in consideration to be approved. The ATS Supervisor (or approved Series 24 delegate) must review any request as the final approver before a Person is approved for access to CitiBLOC data. In reviewing access requests, the ATS Supervisor (or approved Series 24 delegate) considers factors including the employee's current role and whether the employee performs a function related to CitiBLOC. An employee request to gain access may be denied if their access is deemed to be unnecessary or inappropriate with respect to supporting the operation and compliance of the ATS.

Additionally, approved access requests are subject to a quarterly review by the ATS Supervisor (or approved Series 24 delegate) to confirm the appropriateness of access to CitiBLOC data. Access to CitiBLOC data is removed with respect to any employee previously classified as a shared employee at CitiBLOC whose role has changed to a role where access to CitiBLOC data is unnecessary or inappropriate or any employee who has been inactive, transferred or terminated.

Also pursuant to CitiBLOC's plan of supervision and in conjunction with its written procedures, a group consisting of the ATS Supervisor, Legal, Compliance, Technology and Business Management gather monthly for a CitiBLOC governance meeting to review and confirm the appropriateness of shared employees' access to CitiBLOC data. In addition to reviewing who has access to CitiBLOC data, Subscriber response ratios including Ranks, previous months' ATS performance, considerations for material or non-material technology or business related changes, regulatory updates, compliance and legal matters are amongst the primary topics discussed.

CGMI employee entitlements are captured in an internal system, Enterprise Entitlement Review System (EERS). Citi managers that have direct reports that have been approved for access to Subscriber confidential trading information must review their employee application entitlements at a minimum semi-annually. The CitiBLOC Supervisor is required to attest CitiBLOC shared employees entitlements have been reviewed in a timely basis by the shared employees' direct manager.

Pursuant to CitiBLOC's plan of supervision and in conjunction with CitiBLOC's written procedures, the ATS Supervisor (or approved Series 24 delegate) also conducts semi-annual reviews to ensure managers of CitiBLOC shared employees are reviewing entitlements of the shared employees, and the ATS shared employees only have access to ATS applications that are appropriate and necessary for their roles with respect to supporting the operation and compliance of the ATS.

PERSONAL TRADING RESTRICTIONS: Citi employees, including those with access to Subscriber confidential trading information, are subject to Citi policies that prohibit personal trading based on non-public or other confidential information.

Citi has a Personal Trading and Investment Policy that defines permitted and prohibited trading and investment activities, preclearance requirements, and requirements regarding the maintenance, disclosure and surveillance of a personal brokerage or trading accounts.

Employees and their families ("related persons") may only trade securities in Firm-approved outside brokerage accounts, and they are not allowed to use any confidential information for personal trading.

Employees (depending on their role) must enter a pre-approval request to trade via the Citi Employee Due Diligence (EmDD) system for every purchase and sale of a security executed in an employee investment account, which among other things, requires the approval of the employees' direct manager.

Employees' personal investment positions are subject to a holding period.

Employees are generally restricted from trading New Issues and in certain trading strategies involving Citi securities. Personal trades in securities or related derivatives on the Firm's Restricted List may be prohibited.

Prior to approving or rejecting any personal trading request, each employees' manager considers various factors that touch upon how closely related the proposed trade is to the employee's daily business activities. The employees' manager considers whether the proposed transaction potentially raises a conflict of interest or is otherwise not in the best interests of Citi.

Trading activity of employees of CGMI is reviewed by the employees' manager via the Citi Employee Due Diligence (EmDD) system to ensure that Subscriber confidential information is not used for employee personal trading. During the review of employee trading activity, managers of the employee look for pre-approvals, indications of improper trading activity that might interfere with such person's job responsibilities and excessive trading. CGMI's Employee Trading Surveillance Team also monitors activity in employee personal trading accounts. The ATS Supervisor and CitiBLOC shared employees are subject to the CGMI employee trading policy and are monitored on a regular basis via the CGMI Employee Due Diligence (EmDD).

On an annual basis, CGMI employees must confirm through the EmDD platform that the information about their reportable accounts on record is accurate, as well as certify that they understand, and will abide by, Citi's Employee Trading Policy.

Pursuant to CitiBLOC's plan of supervision and in conjunction with CitiBLOC's written procedures, the ATS Supervisor (or approved Series 24 delegate) conducts a monthly review of the employee's managers of the ATS shared employees to ensure that they are conducting their reviews of employee personal trading in a timely manner.

FIRM-WIDE CONFIDENTIAL INFORMATION RESTRICTIONS: As a general matter, Citi employees are required to read and comply by the Citigroup Code of Conduct, which includes provisions that address safeguarding confidential information of Citi and others.

Pursuant to CitiBLOC's plan of supervision and in conjunction with its written procedures, on a semi-annual basis, the CitiBLOC ATS Supervisor (or approved Series 24 delegate) attests that ATS shared employees have completed assigned annual compliance training which covers safeguarding confidential trading information.

CYBER RISK: Citi has adopted and implemented an intelligence-led strategy to establish, implement, review, and adjust its approach to manage cyber risks. The intelligence-led strategy is supported by corresponding information security programs, policies and procedures, governance and management structures, reporting, and metrics. This strategy is applicable to CitiBLOC.

MANDATORY ABSENCE: Pursuant to Citi Mandatory Absence Policy, employees who have the authority to execute transactions on behalf of CGMI and its Clients, or authority to make entries in Citi's books and records, as well as positions that can authorize, approve, or otherwise directly cause such activities to occur are subject to a mandatory absence. The objective of the policy is for employees to be absent from sensitive positions for a prescribed period of time. The CitiBLOC ATS Supervisor attests annually that ATS shared employees who are subject to the Citi Mandatory Absence Policy have satisfied their mandatory absence requirement. 
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)? Radio button not checked Yes Radio button checked No
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.
In addition to the ATS "shared employees" described in Part II, Item 6(a) and the systems described in Part II, Item 7(a) that have access to confidential trading information, the following Persons also have access to confidential trading information in order to support the operation and compliance of the ATS.

CITIBLOC ATS SUPERVISOR is a dedicated employee of the ATS that manages the ATS according to CitiBLOC's plan of supervision and in conjunction with its written procedures described above. The ATS Supervisor has real time and post trade access to confidential trading information in order to support the operation and compliance of the ATS. 

ATS-N/UA: 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: Checkbox checked   Investment Companies  
Checkbox not checked   Retail Investors  
Checkbox checked   Issuers  
Checkbox checked   Brokers  
Checkbox not checked   NMS Stock ATSs  
Checkbox checked   Asset Managers  
Checkbox checked   Principal Trading Firms  
Checkbox checked   Hedge Funds  
Checkbox checked   Market Makers  
Checkbox checked   Banks  
Checkbox checked   Dealers  
Checkbox not checked   Other  

Item 2: Eligibility for ATS Services

a. Does the NMS Stock ATS require Subscribers to be registered broker-dealers? Radio button not checked Yes Radio button checked No
b. Are there any other conditions that the NMS Stock ATS requires a Person to satisfy before accessing the ATS services? Radio button checked Yes Radio button not checked No
If yes, list and provide a summary of the conditions.
Prior to accessing CitiBLOC, whether through the CGMI Algorithms or direct connectivity, a Person must be a Business Unit of CGMI (Part II, Item 1(a)), a CGMI Client in good standing or a CGMI Affiliate (Part II, Item 2(a)).

CGMI Clients are required to be on-boarded which includes know-your-customer (KYC) and anti-money laundering (AML) processes to be completed. Each CGMI Client is also assigned a market access rule (MAR) limit as required under the Securities and Exchange Commission Rule 15c3-5.

Prior to accessing CitiBLOC, prospective Subscribers are reviewed and approved by the New Subscriber Group. The New Subscriber Group includes the ATS Supervisor, Business Management, Legal and Compliance. Each prospective Subscriber is presented to the group and any regulatory findings, financial documents and expected activity are reviewed. The New Subscriber Group bases the review, approval and market access rule limits on criteria relating to the materials described below, such as credit-worthiness and regulatory records.

In addition to being a CGMI Client in good standing, the following materials are required of, and reviewed by the New Subscriber Group for prospective Subscribers:

- Appropriate financial documents (two most recent focus reports and the previous years' audited financials for broker dealers and assets under management for institutional clients are reviewed to assist in understanding the economic viability of prospective Subscribers including setting MAR limits.

- Each Subscriber, with the exception to the Broker-Dealer Operator, is required to enter into a Citi Electronic Trading Agreement that outlines the expectations of each party involved in electronic trading.

- Subscriber Contact List Documentation - This document identifies the personnel of the Subscriber with whom CitiBLOC personnel will communicate and ensures that communication methods are confirmed.

- Clearing agreements such as, Qualified Service Representative (QSR) or Auto Give-Up (AGU) documentation, are required to be executed and processed for broker dealer Subscribers. Institutional Subscribers are required to have settlement instructions in place. 
c. If yes to Item 2(b), are the conditions required to be identified in Item 2(b) the same for all Persons? Radio button not checked Yes Radio button checked No
If no, identify and describe any differences.
CGMI, CGMI Clients and CGMI Affiliates that do not access CitiBLOC directly are not required to sign an electronic trade agreement to access CitiBLOC.

CGMI Clients, Affiliates of CGMI and Business Units of CGMI accessing CitiBLOC through the CGMI Algorithms are not required to satisfy the conditions set forth in Part III, Item 2(b) above. CGMI is the ATS Subscriber in respect of orders for this category of market participants. 
d. Does the NMS Stock ATS require Subscribers to enter a written agreement to use the ATS services? Radio button not checked Yes Radio button checked No

Item 3: Exclusion from ATS Services

a. Can the NMS Stock ATS exclude, in whole or in part, any Subscriber from the ATS services? Radio button checked Yes Radio button not checked No
If yes, list and provide a summary of the conditions for excluding, in whole or in part, a Subscriber from the ATS services.
CitiBLOC can exclude a Subscriber in whole or in part, either temporarily or permanently, based upon a Subscribers' response to firm-up requests. A Subscriber may be temporarily excluded from CitiBLOC for up to five minutes if there seems to be a systemic problem with the timely receipt of that Subscribers' firm-up messages. A Subscribers' firm-up message is not considered to be timely if the Subscriber fails to send Subscribers message to firm-up to the relevant CO within two seconds of the Invitation to Firm-up for three consecutive requests to firm-up within a fifteen-second period or five consecutive requests to firm-up within a sixty-second period. CitiBLOC may also exclude any Subscriber from the ATS at the discretion of the business for any reason in the best interest of the ATS and its Subscribers. Factors considered prior to any permanent exclusion may include repeated failure to firm-up resulting in low firm-up rates and low "Rank," illustrating no effort for improvement. Rank is not assigned separately to Business Units of CGMI, Affiliates of CGMI or clients of CGMI whose orders are routed to CitiBLOC instead, Business Units of CGMI, Affiliates of CGMI and clients of CGMI whose orders are routed to CitiBLOC rely on the Rank assigned to CGMI. The Rank assigned to CGMI represents the collective Rank assigned to the aggregate of all COs in CitiBLOC that originate from Business Units of CGMI, Affiliates of CGMI or clients of CGMI.

System Controls
In the event a Subscriber enters a CO for the purchase or sale of a NMS Stock, and with respect to that NMS Stock fails repeatedly to firm-up within two seconds of request to do so (each such failure, a "Timeout"), CitiBLOC will prevent that Subscriber in whole or in part from executing a transaction in that NMS Stock for five minutes (a Temporary Crossing Halt). The period in which multiple Timeouts are measured is three consecutive Timeouts within a fifteen-second period or five consecutive Timeouts within a sixty-second period. This is configurable at the platform level.

In the event a Subscriber reaches or exceeds 100 percent of its Market Access Rule (MAR) limits, CitiBLOC will reject the Subscriber's COs until the Subscriber is below the threshold as described in Part III, Item 7.

Normalized Firm-up Rate Controls
A high Normalized Firm-up Rate is directly correlated to tighter information control and Subscriber satisfaction. CitiBLOC reserves the right to deny access to Subscribers who do not meet the minimum required Normalized Firm-up Rate. Subscribers are requested to meet a minimum 80 percent Normalized Firm-up Rate each month.

Normalized Firm-up Rate controls will be applied to Subscribers with a minimum of 10 Invitations to Firm-up in a month. Subscribers with fewer than 10 Invitations to Firm-up in a monthly period will receive a Rank of "C."

Subscribers that fall below 80 percent but remain above 50 percent Normalized Firm-up Rate will be contacted by a CitiBLOC representative and their Normalized Firm-up Rate as observed by CitiBLOC will be reviewed with them. Recommendations to improve the Normalized Firm-up Rate will be suggested where available. Failure of a Subscriber to raise its Normalized Firm-up Rate to 80 percent or higher within two (2) months of the dialogue described above can result in denied access to CitiBLOC.

Subscribers falling below 50 percent on monthly Normalized Firm-up Rate will be notified that their access to CitiBLOC can be terminated and CitiBLOC can begin rejecting their orders. If a Subscriber is terminated, they can submit an explanation of corrective measures implemented to be considered for reinstatement.

Normalized Firm-up Rate Controls analysis will be conducted within ten (10) business days of the new month. CGMI, CGMI Clients and CGMI Affiliates are evaluated for purposes of the Normalized Firm-up controls as a single entity under CGMI. 
b. If yes to Item 3(a), are the conditions required to be identified in Item 3(a) the same for all Subscribers? Radio button checked Yes Radio button not checked No

Item 4: Hours of Operation

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.
CitiBLOC allows Subscribers to connect to the direct gateway at 6:00 AM EST, but will only accept COs in NMS Stocks during hours in which CitiBLOC is open for trading. CitiBLOC ATS is open during the regularly scheduled trading hours of the U.S. Stock Market (i.e. 9:30 AM to 4:00 PM EST on days the exchanges are open, unless the exchanges have previously notified the market that they will open or close at some other time.) 
b. Are the hours of operations the same for all Subscribers and the Broker-Dealer Operator? Radio button checked Yes Radio button not checked No

Item 5: 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)? Radio button checked Yes Radio button not checked No
If yes, explain the protocol that can be used to directly enter orders and trading interest into the ATS.
Following the completion of Financial Information eXchange (FIX) certification, CitiBLOC Subscribers are permitted to send COs directly through the direct gateway via FIX versions 4.2 or 4.4. CitiBLOC does not offer a native or binary protocol for order entry. 
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? Radio button checked Yes Radio button not checked No
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)? Radio button checked Yes Radio button not checked 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 Broker-Dealer Operator, and list and provide a summary of the terms and conditions for entering orders or trading interest into the ATS through these means.
Business Units of CGMI (see Part II, Item 1) and Affiliates of CGMI (see Part II, Item 2) can only enter COs into CitiBLOC by leveraging CGMI's Algorithms as described in Part II, Item 5(a). CGMI's Algorithmic COs routed to CitiBLOC pass through CGMI's global market access technology layer before the Algorithmic COs are transmitted to the same direct gateway for entry into CitiBLOC as Subscribers sending COs directly. 
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? Radio button checked Yes Radio button not checked No

Item 6: Connectivity and Co-location

a. Does the NMS Stock ATS offer co-location and related services (e.g., cabinets and equipment, cross-connects)? Radio button checked Yes Radio button not checked 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.
CitiBLOC ATS crossing platform is in a Citi cage in the Equinix (NY4) co-location facility in Secaucus, NJ. Also in this Citi cage is Citi's electronic suite of algorithmic trading products and services as well as market data and some products related to other asset classes. CitiBLOC does not offer Subscribers other than CGMI to be hosted within the Citi cage. Subscribers, acting independently of CitiBLOC or clients of CGMI, may choose to place their servers and electronic components in their own cage within a datacenter, including Equinix. However, neither CitiBLOC nor CGMI make any special access available to any Subscriber. CitiBLOC uses Rank (see Part III, Item 13) rather than Price or Time to arrive as the first consideration for determining priority between competing COs.

Subscribers can choose direct or third party connectivity, as well as cross-connects, to connect to CitiBLOC's FIX gateway regardless of whether the Subscribers systems are located in or outside of the Equinix datacenter. CitiBLOC does not charge Subscribers connectivity fees. 
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? Radio button checked Yes Radio button not checked No
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? Radio button not checked Yes Radio button checked No
e. Does the NMS Stock ATS offer any means to reduce the speed of communication with the ATS (e.g., speed bumps)? Radio button not checked Yes Radio button checked No

Item 7: 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;

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.
CitiBLOC only accepts conditional orders ("COs") marked as either limit or midpoint peg with a limit and subsequent "Firmed-up Orders" (the message to firm-up a CO submitted in response to an Invitation to Firm-Up with respect to such CO).

CitiBLOC will cross COs on opposite sides of the market in the same NMS Stock (e.g. cross a buy CO with a sell CO) based first on Rank and then on Time in priority (see Part III, Item 13). When multiple COs are attributed with equal Rank, the Time that the CitiBLOC crossing platform received such COs will determine priority among such COs. Modification to an existing CO at CitiBLOC will generate a new timestamp for the modified CO, and therefore the modified CO will lose Time priority to other COs that have been attributed with equal Rank and placed at CitiBLOC prior to the timestamp generated for the modified CO. When determining the priority in which COs are sent Invitations to Firm-Up, CitiBLOC does not consider whether a CO represents a principal interest of CGMI, an order of a Client of CGMI sent through the CGMI Algorithms, or a principal interest of an Affiliate, unless a Subscriber marked the CO with "Do Not Cross Principal."

COs that cross on CitiBLOC must be firmed up before an execution can occur. CitiBLOC does not aggregate multiple COs to satisfy the minimum fill quantity, whether such minimum fill quantity is the minimum fill quantity default of 5,000 shares or $100,000 USD notional value or another greater minimum fill quantity specified by the Subscriber. Invitations to Firm-up are sent to a single Potential Buyer and a single Potential Seller for each crossing opportunity (see Part III, Item 15). Only the Firmed-up Order submitted by such Potential Buyer in response to such Invitation to Firm-up and the Firmed-up Order submitted by such Potential Seller in response to such Invitation to Firm-up are executable against each other. In the event that a portion of the quantity of a Firmed-up Order remains unexecuted, such unexecuted quantity of the Firmed-up Order will be cancelled back to the originating Subscriber, leaving no remaining quantity of the Firmed-up Order outstanding in CitiBLOC. Execution for any unexecuted quantity of the Firmed-up Order requires submitting a new CO for the unexecuted quantity.

CitiBLOC accepts COs submitted via the FIX protocol. CitiBLOC accepts only COs marked as either limit or midpoint peg with a limit. CitiBLOC does not accept any other peg order type, including market or primary peg. COs submitted without a limit price will be rejected.

CitiBLOC also accepts Firmed-up Orders submitted in response to Invitations to Firm-up for COs that cross on CitiBLOC. COs that cross on CitiBLOC must be firmed up before an execution can occur. Only Firmed-up Orders submitted in response to Invitations to Firm-up for crossing COs are eligible for execution on CitiBLOC.

Where there are COs on each side of the market with matching NMS Stocks, matching or overlapping limits and qualifying minimum fill size, an Invitation to Firm-up is sent to a single Potential Buyer and an Invitation to Firm-up is sent to a single Potential Seller for such crossing opportunity. CitiBLOC does not aggregate multiple COs to satisfy minimum fill quantity, whether such minimum fill quantity is the minimum fill quantity default of 5,000 shares or $100,000 USD notional value or another greater minimum fill quantity specified by the Subscriber. In circumstances where there are multiple Competing COs on one side of market that can cross potentially with a CO on the other side of the market, an Invitation to Firm-up is sent to (i) the single Competing CO with the highest priority of all the Competing COs on that side of the market (e.g. the Competing CO attributed with the highest Rank, or if there are multiple Competing COs attributed with the highest Rank, the Competing CO with the earliest Time of all the Competing COs attributed with the highest Rank) and (ii) the single CO on the other side of the market.

A maximum of two seconds is allowed to respond to the Invitation to Firm-up by submitting a Firmed-up Order. If both the Potential Buyer and the Potential Seller respond with Firmed-up Orders within the allotted two-second response window, the Firmed-up Orders are executed at the midpoint of the NBBO at the time of execution. In the event that a portion of the quantity of a Firmed-up Order remains unexecuted, the unexecuted quantity will be canceled back to the originating Subscriber, leaving no remaining quantity of the Firmed-up Order outstanding in CitiBLOC. Execution for any unexecuted quantity of the Firmed-up Order requires submitting a new CO for the unexecuted quantity.

CitiBLOC does not route COs, display COs or publish Indications of Interest ("IOIs").

CitiBLOC is designed to promote block execution and provide meaningful liquidity to Subscribers. CitiBLOC leverages COs to minimize opportunity cost typically associated with trading blocks of stock. CitiBLOC does not support orders designed or defined as adding or removing liquidity, and therefore, does not offer "post-only" order types.

CitiBLOC executes Firmed-up Orders received in response to Invitations to Firm-Up at the midpoint of the NBBO at the time of execution. After a Firmed-up Order is submitted in connection with firming up a CO, an execution may nonetheless not occur for a variety of reasons.

Listed below are potential reasons for non-execution: (i) could not cross as minimum quantity was not satisfied, (ii) could not cross as the CO became non-crossable because of market movement, (iii) invitation timed out on opposite side CO, (iv) market is currently locked for Subscribers who have elected the feature to opt-out of executing during locked markets, (v) market is currently crossed (bid is greater than ask or ask is lower than the bid), and (vi) too late to cross with opposite side order ('x' seconds). The 'x' denotes actual value of time delay as observed by CitiBLOC. CitiBLOC logs and reviews the time delay to account for race conditions where the shares represented by the CO were either executed away or cancelled. Execution of any unexecuted quantity of the Firmed-up Order requires submitting a new CO for the unexecuted quantity.

CitiBLOC executes during locked markets by default. Subscribers can opt-out of having COs becoming eligible for Invitations to Firm-up for execution during locked markets. CitiBLOC does not execute during crossed markets.

CitiBLOC does not route COs to other Trading Centers.

CitiBLOC only accepts day orders as a time-in-force. All unexecuted COs will be cancelled at the market close (e.g. 4:00 PM EST) or sooner on abbreviated trading days.

CitiBLOC accepts (i) COs marked as either limit or midpoint peg with a limit and (ii) subsequent Firmed-up Orders submitted in response to Invitations to Firm-up for COs that cross on CitiBLOC. Only Firmed-up Orders submitted in response to Invitations to Firm-up for crossing COs are eligible for execution on CitiBLOC.

Modifications that can be made to an existing CO are specific to quantity, minimum quantity and limit price. Each modification of an existing CO generates a new timestamp for such CO.

CitiBLOC rejects COs for the following reasons: (i) share quantity is greater than the threshold which is defined as the Subscribers' maximum share per order, (ii) notional Value exceeds threshold, (iii) share quantity is greater than Average Daily Volume (ADV) threshold, (iv) Market Access Rule (MAR) notional exposure for Subscriber is 100% or greater, (v) stale Subscriber CO occurs when the CO timestamp from the Subscriber and CO received timestamp by the direct FIX gateway is greater than 30 seconds, (vi) unsupported symbol (e.g. When Issued), (vii) failed to find product occurs when a Subscriber sends invalid information or a symbol is not set up in the product file (IPO, restricted stocks, etc.) or (viii) price required occurs when a limit price is not specified.

When responding to an Invitation to Firm-up with a Firmed-up Order, order quantity is the only parameter that can be modified in respect of the corresponding CO.

In the event that a portion of the quantity of a Firmed-up Order remains unexecuted, the unexecuted quantity will be canceled back to the originating Subscriber, leaving no remaining quantity of the Firmed-up Order outstanding in CitiBLOC. Execution for any unexecuted quantity of the Firmed-up Order requires submitting a new CO for the unexecuted quantity.

COs may be entered into the CitiBLOC direct gateway via FIX (versions 4.2 or 4.4) connectivity or through CGMI's Algorithms. There are no differences in order types across versions FIX 4.2 and FIX 4.4 connectivity or through CGMIs Algorithms. 
b. Are the terms and conditions for each order type and attribute the same for all Subscribers and the Broker-Dealer Operator? Radio button checked Yes Radio button not checked No

Item 8: Order Sizes

a. Does the NMS Stock ATS require minimum or maximum sizes for orders or trading interest? Radio button checked Yes Radio button not checked No
If yes, specify any minimum or maximum order or trading interest size requirements and any related handling procedures.
CitiBLOC accepts orders (COs and subsequent Firmed-up Orders in connection with firming up COs) that meet the following requirements: (1) at least 5,000 shares or $100,000 USD notional; (2) fewer than 25,000,000 shares per CO (system-wide block; larger COs are rejected and captured in system logs); and (3) no quantity of a single stock is more than 200% of the stocks' Average Daily Volume or $150mm notional (system-wide block).

Orders that do not meet the criteria noted above will be rejected and captured in system logs. 
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? Radio button checked Yes Radio button not checked No
c. Does the NMS Stock ATS accept or execute odd-lot orders? Radio button checked Yes Radio button not checked No
If yes, specify any odd-lot order requirements and related handling procedures (e.g., odd-lot treated the same as round lot).
CitiBLOC ATS accepts and executes odd-lot orders providing the required minimum notional of $100,000 USD or greater per order is satisfied. These orders are treated the same as a 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? Radio button checked Yes Radio button not checked No
e. Does the NMS Stock ATS accept or execute mixed-lot orders? Radio button checked Yes Radio button not checked No
If yes, specify any mixed lot order requirements and related handling procedures (e.g., mixed lot treated the same as round lot).
CitiBLOC treats odd-lot and mixed-lot orders the same as round lots provided that the minimum share size or minimum $100,000 USD notional requirement per order is met. 
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? Radio button checked Yes Radio button not checked No

Item 9: 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)? Radio button checked Yes Radio button not checked 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).
CitiBLOC accepts COs directly from Subscribers and CGMI Algorithms through the same fix gateway. CitiBLOC requires the following parameters for entering a CO into CitiBLOC: side, symbol, quantity, limit price or midpoint peg with a limit and the conditional order tag. CitiBLOC does not accept any other peg order type, including market or primary peg. COs submitted without a limit price will be rejected.

CitiBLOC also accepts subsequent Firmed-up Orders submitted in response to Invitations to Firm-up for COs that cross on CitiBLOC.

A minimum requirement of 5,000 shares or $100,000 USD notional value applies to all COs and Firmed-up Orders submitted to CitiBLOC.

In the event of a potential cross in a particular NMS Stock in CitiBLOC, the ATS will send an Invitation to Firm-up to a single Potential Buyer and an Invitation to Firm-up to a single Potential Seller, in each case via a FIX message (Tag 23 = Conditional Order ID).

The Invitation to Firm-up to the Potential Buyer contains trade parameters and data in respect of the Potential Buyer only, and the Invitation to Firm-up to the Potential Seller contains trade parameters and data in respect of the Potential Seller only. Trade parameters and data contained in an Invitation to Firm-up in respect of a CO include (i) side, symbol, price, order quantity and minimum quantity with respect to the CO and (ii) Conditional Order ID (used to reference a CO), Order Status (cancelled), Exec Type (cancelled) and Transaction Time (used to begin the two second firm-up window).

Subscribers are allowed a maximum of two seconds after receipt of the Invitation to Firm-up to respond by submitting a Firmed-up Order. The only parameter of the Firmed-up Order that can differ from the CO is the order quantity. Subscribers can increase or decrease the order quantity value so long as the minimum quantity requirement of 5,000 shares or $100,000 USD notional value is satisfied.

If both the Potential Buyer and the Potential Seller respond with Firmed-up Orders within the allotted window of two seconds, an execution will take place at the midpoint of the NBBO for the lesser quantity of the Firmed-up Order. Any unexecuted quantity of a Firmed-up Order will be canceled back to the originating Subscriber. Subscribers who wish to obtain an execution for any unexecuted quantity of a Firmed-up Order must submit a new CO. As stated in Part III, Item 7(a)(iv), after a CO is firmed up, an execution may nonetheless not execute for a variety of reasons.

Listed below are potential reasons for non-execution: (i) could not cross as minimum quantity was not satisfied, (ii) could not cross as the CO became non-crossable because of market movement, (iii) invitation timed out on opposite side CO, (iv) market is currently locked for Subscribers who have elected the feature to opt-out of executing during locked markets, (v) market is currently crossed (bid is greater than ask or ask is lower than the bid), and (vi) too late to cross with opposite side order ('x' seconds). The 'x' denotes actual value of time delay as observed by CitiBLOC. CitiBLOC logs and reviews the time delay to account for race conditions where the shares represented by the CO were either executed away or cancelled. Execution of any unexecuted quantity of the Firmed-up Order requires submitting a new CO for the unexecuted quantity. 
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? Radio button checked Yes Radio button not checked No

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.
CitiBLOC begins trading each NMS stock after the opening of trading on the primary exchange for each NMS stock. Conditional Orders can be received at 9:30 A.M. EST, however will not become eligible for crossing until the primary listing market has opened the stock and CitiBLOC receives through the SIP a status code of "Open" and Limit Up-Limit Down ("LULD") bands.

CitiBLOC does not conduct an opening or closing auction nor does it permit Subscribers to enter orders specifically designated to execute on the opening. The CitiBLOC crossing platform is configured to accept COs between 9:30 AM to 4:00 PM EST, unless shortened or modified hours are applicable.

For any NMS Stock, CitiBLOC receives a normalized market data message from the SIP indicating that a symbol is "halted," "quote only" or "resumed for trading." CitiBLOC holds existing COs when a symbol is halted. CitiBLOC will accept cancellations and modifications to existing COs during a halt. CitiBLOC also accepts new COs during a trading halt. All COs are held until CitiBLOC receives a resumed for trading message from the SIP for a halted security. Subsequently, on receipt of quote data, COs will resume status and be handled in the same fashion as regular trading described above. 
b. Are the processes and procedures governing opening and re-opening the same for all Subscribers and the Broker-Dealer Operator? Radio button checked Yes Radio button not checked No
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.
CitiBLOC does not conduct an opening auction nor does it permit Subscribers to enter orders specifically designated to execute on the opening.

The CitiBLOC trade halt feature uses a normalized market data signal to halt or resume trading in an NMS Stock. The CitiBLOC trade pause feature is used when a condition exists outside of market conditions that require the need for manual intervention (i.e. technical issues at the Subscriber level, market data failure, etc.). CitiBLOC will accept cancellations and modifications to existing COs during a halt. CitiBLOC will also continue to accept new COs during a halt. Unexecuted COs are held in the book until the symbol resumes trading (if during the same trading session), the Subscriber cancels the order, or the system cancels the Conditional Order at the end of regular trading hours (4:00 PM EST). CitiBLOC only accepts day orders. All open COs at the end of the trading day will be canceled. 
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 Broker-Dealer Operator? Radio button checked Yes Radio button not checked No
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? Radio button not checked Yes Radio button checked No

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.
The CitiBLOC ATS is a crossing system designed to promote block execution and provide meaningful liquidity to Subscribers. To minimize opportunity cost typically associated with trading blocks of stock, CitiBLOC only accepts (i) COs marked as either limit or midpoint peg with a limit and (ii) subsequent Firmed-up Orders submitted in response to Invitations to Firm-up for COs that cross on CitiBLOC. All executions on CitiBLOC are at the midpoint of the NBBO at the time of execution. The CitiBLOC ATS is a closed-end venue which does not route orders outbound, display orders or publish Indications of Interest to its Subscribers.

All COs to CitiBLOC are routed through a single common gateway. The CitiBLOC ATS maintains a single book of COs, including both limit and midpoint peg with a limit.

CitiBLOC will cross buy and sell COs based on the following factors in order of priority: Rank, then Time. When multiple COs in the same security have been sent by Subscribers of equal Rank, the Time at which the CitiBLOC crossing platform received the COs will determine the priority among COs of equal Rank. 
b. Are the means and facilities required to be identified in Item 11(a) the same for all Subscribers and the Broker-Dealer Operator? Radio button checked Yes Radio button not checked No
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.
CitiBLOC accepts COs as limit or midpoint with a limit. CitiBLOC requires a minimum size of 5,000 shares or $100,000 USD notional requirement per CO. CitiBLOC prioritizes COs by Rank, and then Time. A Subscriber Rank is based upon two essential factors: (a) the prevailing months' Normalized Firm-up Rate (see Normalized Firm-up Rate Determination, Part III, Item 13) and (b) median share size of Firmed-up Orders, Rank (assigned as A, B, C and D) will break any tie in the event multiple buyers (or sellers) are available for crossing with incoming COs. The timestamp reflecting when the CitiBLOC crossing system receives a CO ("Time") is the secondary factor used to determine priority. When multiple COs in the same NMS Stock have been submitted by Subscribers of equal Rank, the CO received by the CitiBLOC crossing system at the earliest Time (as evidenced by the timestamp on that CO) will gain priority. Any modification to an existing CO will generate a new timestamp for that CO. Firmed-up Orders on CitiBLOC are executed at the midpoint of the NBBO at the time of execution, so there is no price improvement functionality.

RANK-TIME PRIORITY EXAMPLE: NBBO is $10.01 / $10.04. Buy CO #1 received from a Subscriber with Rank 'B': $10.10 limit for 50,000 shares of XYZ received at 2:00 PM. Buy CO #2 received from a Subscriber with Rank 'A': $10.04 limit for 100,000 shares of XYZ received at 2:01 PM. In this example, even though CO #1 was received first, CO #2 has a higher Rank. If a sell CO were to be submitted 2:01PM or later, only CO #2, based upon the higher Rank, will receive an Invitation to Firm-up.

PRICE IMPROVEMENT FUNCTIONALITY and PRICE PROTECTION MECHANISMS: CitiBLOC does not offer price improvement functionality or price protection mechanisms. CitiBLOC will reject any order that does not have a limit price. All COs on CitiBLOC are treated as mid-point pegs, and all CitiBLOC executions are at the mid-point of the NBBO.

SHORT SALES: CitiBLOC is designed to operate in compliance with the requirements of Reg SHO when accepting COs and executing Firmed-up Orders. CitiBLOC utilizes market data messages from the Securities Information Processor ("SIP") for updates on Reg SHO Short Sales restrictions by marking the affected NMS Stock as "ShortSellActive." NMS Stocks marked as "ShortSellActive," will remain in effect for the balance of the current trading day and carryover into the following trading day, unless an exception applies. CitiBLOC will reject COs and decline to execute Firmed-up Orders that fail to use defined FIX tags marked as Short Sell ("SS") or Short Sell Exempt ("SSE") as it pertains to Reg SHO 203. CitiBLOC will accept COs and Firmed-up Orders marked as SS from all Subscribers. Broker dealer Subscribers are exempt from providing locate information under Reg SHO 203. All other Subscribers must provide information regarding a locate via a FIX message or the order (whether CO or Firmed-up Order) will be rejected.

LIMIT UP LIMIT DOWN (LULD): CitiBLOC utilizes market data messages from the SIP to disseminate market wide LULD bands for affected NMS Stocks. CitiBLOC will not execute outside of the LULD range and maintains a market data snapshot of the LULD bands for all executions.

LOCKED and CROSSED MARKETS: CitiBLOC executes Firmed-up Orders during a locked market by default. Subscribers have the ability to opt-out of executions during a locked market by electing that feature. CitiBLOC will not execute during a crossed market.

EXECUTION ERRORS: CitiBLOC handles execution errors in accordance with CGMI's Global Procedures for Recording and Remediation of Equity Trade Errors. CitiBLOC personnel will escalate potential execution errors (e.g., technology related errors) to the ATS Supervisor and the Americas Head of Electronic Equities Trading. If the ATS Supervisor and the Americas Head of Electronic Equities Trading deem that an execution error has occurred, the execution will be transferred to the CitiBLOC error account and liquidated promptly. Execution errors are documented and escalated to CGMI Management in accordance to CGMI's procedures and processed in a CitiBLOC error account. In the event of clearly erroneous trades, CitiBLOC will handle Firmed-up Orders that have been executed at clearly erroneous prices in a manner consistent with the applicable rules of the self-regulatory organizations.

TIME STAMPING: CitiBLOC timestamps each of the following events in accordance of applicable FINRA Order Audit Trail System and reporting rules: (i) confirmation of the receipt of a CO or Firmed-up Orders, (ii) confirmation changes to an existing CO (i.e. accept cancel and replace requests), (iii) execution reports, and (iv) failure for an execution to take place after firm up. Failure for an execution to take place after firm up will result in a cancel message requiring a new order. CitiBLOC timestamps each of the following events in accordance with the logic and rules of the ATS: (i) Invitations to Firm-up (start time of the two (2) second window to Firm-up), (ii) rejected orders, and (iii) failure to timely firm up. This will result in a cancel message requiring a new order (used when assessing whether make an adjustment based on Normalized Firm-up Controls (see Part III, Item 13)). 
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? Radio button checked Yes Radio button not checked No

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)? Radio button not checked Yes Radio button checked No

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)? Radio button checked Yes Radio button not checked 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.
(i) CitiBLOC crossing platform prioritizes COs by Rank and then Time. Each month, based upon a Subscribers previous months' Firm up activity, a Rank (see below) is assigned to each Subscriber. A Subscriber's Rank sets the priority of interaction to receive an Invitation on an order-to-order basis; however, it does not affect the ability for one Subscriber to interact with another Subscriber.

(ii) A Subscribers Rank is based upon two essential factors: (a) the prevailing months' Normalized Firm-up Rate and (b) the median share size of Firmed-up Orders. Each month, a Rank is assigned to each Subscriber based on the previous months' analysis of activity. In the event multiple Subscribers share the same Rank, the Time the CitiBLOC crossing platform received the CO is used to determine priority.

Rank is not assigned separately to Business Units of CGMI, Affiliates of CGMI or clients of CGMI whose orders are routed to CitiBLOC: instead, Business Units of CGMI, Affiliates of CGMI and clients of CGMI whose orders are routed to CitiBLOC rely on the Rank assigned to CGMI. The Rank assigned to CGMI represents the collective Rank assigned to the aggregate of all COs in CitiBLOC that originate from Business Units of CGMI, Affiliates of CGMI or clients of CGMI.
CitiBLOC ranking levels are as follows:

Rank A is defined as greater than or equal to 90 percent Normalized Firm-up Rate and greater than or equal to 30,000 shares median Firmed-up Order size.

Rank B is defined as greater than or equal to 90 percent Normalized Firm-up Rate and less than 30,000 shares median Firmed-up Order size.

Rank C is defined as greater than or equal to 80 percent and less than 90 percent Normalized Firm-up Rate.

Rank D is defined as less than 80 percent Normalized Firm-up Rate.

(iii) A Subscriber's Rank is based upon two essential factors: (a) the prevailing months' Normalized Firm-up Rate and (b) median share size of Firmed-up Orders.

CitiBLOC allows buyers and sellers to systematically firm-up their COs with the intent to execute blocks. The Normalized Firm-up Rate is a key measure of the quality of counterparty participation within CitiBLOC. If market-related or other events prevent a Subscriber from firming-up, CitiBLOC will account for those events ("Adjustment Events") by "Normalizing" a Subscriber's Firm-up Rate, creating a Normalized Firm-up Rate. Adjustment Events involve the subjective determination discussion at the CitiBLOC monthly governance meeting. Adjustment Events are race conditions, system outages and network issues. CitiBLOC reviews the monthly Normalized Firm-up Rate to ensure that Subscribers Firm-up their Invitations to Firm-up at an acceptable Rate.

The Firm-up Rate is defined as the Number of Firmed-up Orders divided by the Number of Invitations to Firm-up. The Normalized Firm-up Rate modifies the Firm-up Rate calculation by taking into account Adjustment Events and is defined as the Number of Firmed-up Orders plus the Number of Adjustment Events divided by the Number of Invitations to Firm-up.

A Firm-up Rate shall be "normalized" for example, when CitiBLOC observes a race condition in which there is an execution on the symbol within two (2) seconds after the invitation that is greater than or equal to 5,000 shares or has a notional value greater than or equal to $100,000. CitiBLOC will apply the Normalized Firm-up Rate calculation to avoid imposing that penalty to Subscribers that did not respond to an Invitation to Firm-up. CitiBLOC will not penalize a Subscriber's Firm-up Rate where CitiBLOC has a reasonable belief that a Subscriber has executed or firmed-up the same CO at another venue. CitiBLOC maintains a daily record of all COs in which there is no response and whether that order was "normalized".

(iv) CitiBLOC does not override a Subscriber's Rank; therefore, CitiBLOC does not have a procedure for overriding a Subscriber's Rank.

(v) A Subscriber's Rank affects priority of receiving an Invitation to Firm-up on an order-to-order basis if there is more than one CO eligible for an Invitation to Firm-up. It does not impact the ability to interact with Subscribers. A Subscriber's Rank will determine which CO will be sent an Invitation to Firm-up and Time will break any tie in the event multiple COs are available for crossing with an incoming CO.

RANK-TIME PRIORITY EXAMPLE: NBBO is $10.01 / $10.04. Buy CO #1 received from a Subscriber with Rank 'B': $10.10 limit for 50,000 shares of XYZ received at 2:00 PM. Buy CO #2 received from a Subscriber with Rank 'A': $10.04 limit for 100,000 shares of XYZ received at 2:01 PM. In this example, even though CO #1 was received first, CO #2 has a higher Rank. If a sell CO were to be submitted 2:01PM or later, only CO #2, based upon the higher Rank, will receive an Invitation to Firm-up.

Each month, a Rank will be assigned to each Subscriber based on the previous months' analysis. CGMI is treated the same as any other Subscriber in regards to assigning a Rank. 
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? Radio button checked Yes Radio button not checked No
c. Does the NMS Stock ATS identify orders or trading interest entered by a customer of a broker-dealer on the NMS Stock ATS as a customer order? Radio button not checked Yes Radio button checked No
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? Radio button checked Yes Radio button not checked 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.
CitiBLOC informs each Subscriber of the Monthly Rank by e-mail. The Rank of each Subscriber is also sent on every CO via FIX messaging. 
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? Radio button checked Yes Radio button not checked No

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)? Radio button checked Yes Radio button not checked 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.
The default for CitiBLOC is set as "Do Not Cross Self" (DNCS) to prevent a Subscriber's MPID from executing against the same Subscriber MPID. Subscribers have the ability to turn off this feature, by submitting a request to citibloc.ats@citi.com.

Subscribers may also opt-out of executing against any principal orders with a "Do Not Cross Principal" (DNCP) tag as previously noted in Part II, Item 3 (a) and (b) above. 
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? Radio button checked Yes Radio button not checked No

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? Radio button not checked Yes Radio button checked 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)? Radio button checked Yes Radio button not checked 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.
CitiBLOC does not display its order book, publish a market data feed or provide any information with respect to COs bound for CitiBLOC.

In the event of an opportunity for a single Subscriber's CO to purchase ("Potential Buyer") and another single Subscriber's CO to sell ("Potential Seller") to potentially cross, an Invitation to Firm-up, in the form of a FIX version 4.2 or 4.4 message ("Invitation to Firm-up"), is sent to both the Potential Buyer and Potential Seller. In circumstances where more than one CO on one side of the market ("Competing COs") can cross potentially with a CO on the other side of the market, an Invitation to Firm-Up is sent to (i) the single Competing CO with the highest priority of all the Competing COs on that side of the market (e.g. the Competing CO attributed with the highest Rank, or if there are multiple Competing COs attributed with the highest Rank, the Competing CO with the earliest Time of all the Competing COs attributed with the highest Rank) and (ii) the single Subscriber with the CO on the other side of the market.

The Invitation to Firm-up to the Potential Buyer contains trade parameters and data in respect of the Potential Buyer only, and the Invitation to Firm-up to the Potential Seller contains trade parameters and data in respect of the Potential Seller only. Trade parameters and data contained in an Invitation to Firm-up in respect of a CO include (i) side, symbol, price, order quantity and minimum quantity with respect to the CO and (ii) Conditional Order ID (used to reference a FO), Order Status (cancelled), Exec Type (cancelled) and Transaction Time (used to begin the two (2) second firm-up window). CitiBLOC will not disclose the quantity specified in the CO of either Subscriber to the other Subscriber.

An Invitation to Firm-up is valid for up to two seconds after the Invitation to Firm-up is sent to the Potential Buyer and Potential Seller. For the CO of any Subscriber that is entered directly into the CitiBLOC ATS, the Subscriber will receive the Invitation to Firm-up and make its own decision to firm-up. For any CO that is entered into the CitiBLOC ATS through one of CGMI's Algorithms, the Algorithm used to send such CO will receive the Invitation to Firm-up and make the decision to firm-up through an automated firm-up process. CGMI's Algorithms do not have access to any information about resident COs in CitiBLOC's order book other than those COs previously placed into the CitiBLOC ATS by CGMI's Algorithms. 
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? Radio button checked Yes Radio button not checked No

Item 16: Routing

a. Can orders and trading interest in the NMS Stock ATS be routed to a destination outside the NMS Stock ATS? Radio button not checked Yes Radio button checked No

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? Radio button not checked Yes Radio button checked No
b. Is the treatment of orders and trading interest during the close the same for all Subscribers and the Broker-Dealer Operator? Radio button checked Yes Radio button not checked No

Item 18: Trading Outside of Regular Trading Hours

a. Does the NMS Stock ATS conduct trading outside of its regular trading hours? Radio button not checked Yes Radio button checked No

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).
CitiBLOC does not charge Subscribers connectivity fees for access to CitiBLOC.

CGMI is not charged execution fees for the shares executed in CitiBLOC.

Broker-dealer Subscribers are charged fixed fees for each share executed in CitiBLOC. There is no distinction between shares that add or remove liquidity in CitiBLOC. Other than CGMI and its Affiliates, all broker-dealer Subscribers are charged the same per-share execution fee of $0.001 per share. 
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.
CGMI negotiates commissions for shares executed in or through its suite of electronic equities trading products and services, which include CitiBLOC. Commissions may vary based on the products and services that are provided to each particular Client. In negotiating commission rates, each Client's overall relationship with CGMI is considered. Variables that impact commissions include: client type, services provided (including research services and corporate access), type of trading flow, trading volume, products and markets traded, and overall CGMI revenue. Negotiated rates reflect the value of the services that CGMI provides the Client. Commission rates per share range from $0.00 per share to $0.03 per share. 
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.
CitiBLOC does not offer rebates or discount of fees for use of the ATS (see Part III, 19(a)). CGMI Sales and Trading Management define commissions that may be discounted or bundled based on factors described in Part III, 19(b). 

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.
CitiBLOC will accept Subscriber COs, but will neither send Invitations to Firm-up nor execute Firmed-up Orders during a regulatory halt, when a symbol is quoted in Limit Up/Limit Down status, or when market data is latent or crossed. Latent market data is defined as not receiving an update on a particular NMS stock within a predetermined time frame. CitiBLOC will not execute when the market is locked if a Subscriber has elected that feature. CitiBLOC can, in its discretion, cancel open orders and pause crossing if market data or the trading system is deemed to be unreliable. This includes pausing of crossing individual Subscribers FIX Sessions, at an individual MPID level, or on an individual NMS stock basis depending upon the scenario. Pausing crossing and mass cancel features are tested with each software release and not less frequently than annually in the production environment.

Additionally, CitiBLOC Management can, in its sole discretion, elect to suspend the operation of CitiBLOC at any time, including the suspension of individual NMS stocks for, among other reasons, approaching Regulation ATS Fair Access and Regulation SCI volume thresholds. CitiBLOC will make reasonable efforts to notify Subscribers electronically in a timely manner in the event of such an occurrence.

CitiBLOC will restrict trading activity to comply with Citi's Restricted Trading List restrictions, as applicable. Citi's Restricted Trading List is divided into four categories, whereby each category sets out different levels of restrictions. Category 4 of Citi's Restricted Trading List is the only category in Citi's Restricted Trading List that is relevant to CitiBLOC. Category 4 of Citi's Restricted Trading List generally restricts trading pursuant to a regulator's order of suspension or revocation of securities, pursuant to sanctions issued by the U.S. Office of Foreign Asset Control ("OFAC'), or pursuant to other regulatory requirements (including restricting suspicious activity in securities). CitiBLOC will not execute any orders as principal or agent with respect to securities that appear in Category 4 of Citi's Restricted Trading List, unless an exemption exists. In certain circumstances, unsolicited liquidations of customer positions in securities that appear in Category 4 of Citi's Restricted Trading List may be permitted. 
b. Are the procedures for suspending or stopping trading the same for all Subscribers and the Broker-Dealer Operator? Radio button checked Yes Radio button not checked No

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.
CitiBLOC transactions are reported by CGMI consistent with FINRA and SEC reporting requirements under the MPID "CBLC" to the FINRA/Nasdaq TRF in Carteret. As an alternative, CitiBLOC has the ability to submit trade reporting to the back-up FINRA/Nasdaq TRF in Chicago.

CitiBLOC executes buyers and sellers in a single agency cross and, pursuant to FINRA trade reporting guidance, sends a single agency cross report to the TRF and reports non-media reports for each Subscriber involved in the transaction.

CitiBLOC also maintains an audit trail of orders and executions involving CitiBLOC and submits Order Audit Trail System ("OATS") reports to FINRA as required by FINRA's OATS Rules. 
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? Radio button checked Yes Radio button not checked No

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).
CGMI, is a self-clearing broker-dealer and member of the National Securities Clearing Corporation ("NSCC") and the Depository Trust Company ("DTC"). CitiBLOC offers trading in NMS Stocks that are Continuous Net Settlement ("CNS") clearing eligible at the NSCC. CitiBLOC does not have any unique procedures or material arrangements that it undertakes to facilitate the clearance and settlement of transactions. CitiBLOC relies on its shared employees of CGMI and its Affiliates, and shared clearing system(s), to facilitate the clearance and settlement of transactions. CGMI utilizes a third-party service provider, Broadridge, for trade processing and settlement services provided to CitiBLOC. CGMI does not become a counterparty to a transaction in CitiBLOC by imposing itself between two counterparties to the transaction. However, CGMI will become a counter party to a transaction in CitiBLOC when a CGMI order is executed. CitiBLOC submits executions that occur within the ATS to CGMI's trade reporting system for submission to NSCC. CGMI requires broker-dealer Subscribers to have a clearing arrangement (Qualified Service Representative or Auto Give-up) in place as part of its standard onboarding process and CitiBLOC follows this approach for its broker dealer Subscribers. Institutional Subscribers are required to have settlement instructions in place as part of its standard onboarding procedure. CitiBLOC transactions for broker-dealer Subscribers are cleared at NSCC and settled at DTC on an individual trade basis. Institutional Subscribers are required to submit their transactions to DTC on a delivery versus payment (DVP) basis for settlement. 
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? Radio button not checked Yes Radio button checked No
If no, identify and explain any differences.
Clearance and settlement of CitiBLOC transactions are the same for broker dealer Subscribers including CGMI. In addition, clearance and settlement of CitiBLOC transactions are the same for institutional Subscribers. However, clearance and settlement of CitiBLOC transactions are not the same for all types Subscribers. Clearance and settlement of CitiBLOC transactions are dependent upon the relevant subscriber type (broker dealer or institution) as described in Part III, Item 22(a). 

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.
Citi's Global Market Data (GMD) platform leverages Vela (a third party provider of normalized market data feeds) to construct the consolidated Best Bid and Offer (BBO) of protected national securities equities markets. CitiBLOC uses GMD to calculate mid-point execution prices. GMD operates outside of the CitiBLOC crossing platform; however, GMD resides in the same Equinix datacenter cage as CitiBLOC. GMD receives direct market data from Vela pertaining to Cboe BZX (Z), Cboe BYX (Y), Cboe EDGX (K), Cboe EDGA (J), NASDAQ (Q), NASDAQ BX (B), NASDAQ PSX (X), and Nyse ARCA (P). GMD receives market data from the Securities Information Processor ("SIP") via Vela pertaining to NYSE, Nyse National, Nyse American, Nyse Chicago and IEX. In the event of a single direct market data feed issue that specific direct market data feed handler will be failed over to the SIP for that specific direct market data needs.

CitiBLOC is designed to operate in compliance with all applicable rules and regulations (e.g., Regulation ATS, Regulation NMS, etc.). CitiBLOC leverages the SIP for market trading status pertaining to the following regulatory events (e.g. RegSHO Short Sale Restriction Activated, RegSHO Short Sale Restriction Removed, Trading Halted, Quote Only, Resumed Trading, Trading Paused, Limit Up Limit Down (LULD) Circuit Breaker, Volatility Indicator, Market Open and Close events for each symbol). 
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? Radio button checked Yes Radio button not checked No

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? Radio button not checked Yes Radio button checked No

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? Radio button not checked Yes Radio button checked No

Item 26: Aggregate Platform Data

Does the NMS Stock ATS publish or otherwise provide to one or more Subscribers aggregate platform-wide order flow and execution statistics of the ATS that are not otherwise required disclosures under Rule 605 of Regulation NMS? Radio button not checked Yes Radio button checked No

ATS-N/UA: Part IV: Contact Information, Signature Block, and Consent to Service

Provide the following information of the Person at CitiBLOC  prepared to respond to questions for this submission:

First Name:

 

Last Name:

 

Title:

 

E-Mail:

 

Telephone:

 


Primary Street Address of the NMS Stock ATS:

Street 1
 
Street 2
 
City
 
Zip
 
State
 

Mailing Address of the NMS Stock ATS (if different):

Street 1
 
Street 2
 
City
 
Zip
 
State
 

The CitiBLOC  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, and 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 CitiBLOC  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:
 
CitiBLOC :
CitiBLOC 
By:
 
Title: