Notice and Request for Comment – Application for an Exemption from the Marketplace Rules – Carta Capital Markets, LLC

IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990,
CHAPTER S. 5, AS AMENDED (THE ACT)

AND

IN THE MATTER OF
CARTA CAPITAL MARKETS, LLC

NOTICE AND REQUEST FOR COMMENT

APPLICATION BY CARTA CAPITAL MARKETS, LLC
FOR AN EXEMPTION FROM THE MARKETPLACE RULES

A. Background

Carta Capital Markets, LLC (Carta) has applied for an exemption from National Instrument 21-101 Marketplace Operation (NI 21-101), National Instrument 23-101 Trading Rules (NI 23-101), and National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces (NI 23-103 and, together with NI 21-101 and NI 23-101, the Marketplace Rules), in their entirety.

Carta is a registered broker-dealer with the Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority. It operates an alternative trading system known as "CartaX." CartaX facilitates secondary market transactions in securities (Eligible Securities) of eligible private issuers.

B. Requested Relief

Two types of transactions are offered on CartaX:

• secondary purchases and sales of Eligible Securities which facilitate price discovery through a single-price auction-based mechanism; and

• offerings by an Eligible Issuer or one or more third parties to the current holders of Eligible Securities of the Eligible Issuer to buy the Eligible Securities at a set price.

C. Application and Draft Decision Document

In its application, Carta has describes its operations and the details of the exemptive relief requested. The application also requests relief from dealer registration requirements. The application and draft decision document with terms and conditions are posted on our website www.osc.ca.

D. Comment Process

We are seeking public comment on Carta's application.

Please provide your comments in writing, or via email, on before December 23, 2021.

Questions may be referred to:

Timothy Baikie
Senior Counsel, Market Regulation
Ontario Securities Commission
Email: [email protected]

Hanna Cho
Legal Counsel, Market Regulation
Ontario Securities Commission
Email: [email protected]