City of Providence, Rhode Island v. Bats Global Markets, Inc.

whether documents May be placed Ullder seal, IN Whole OF IN pall, see Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 119-20 (2d Cir. 2 Olson v. Major League Baseball, 29 F 4th 59, 2022 WL 828748, at *2C (2d Cir. 2022), the Court concludes that the documents identified in pa; VIA ECF 2-4 of this letter should be maintained under seal or in redacted form as . indicated below for substantially the reasons set forth in the correspond April 18, 2022 letter-motions. The Clerk of Court is directed to terminate ECF Nos. 8: 839, 841-44, 848, 853, 857, and 859. SO ORDERED.

Honorable Jesse M. Furman United States District Court Judge Southern District of New York Foley Square, Room 1105 New York, NY 10007 April 25, 2022 Re: City of Providence, Rhode Island et al. v. Bats Global Markets, Inc. et al., No. 14-cv-2811 (JMF) (S.D.N.Y.) Dear Judge Furman: We write on behalf of non-party, broker-dealer subpoena recipients Deutsche Bank Securities Inc. (““DBSI”), Jefferies & Company LLC and Jefferies LLC (collectively “Jefferies”), Barclays Capital Inc. (“Barclays”), Citigroup Global Markets Inc. (““CGMI”), BofA Securities, Inc. (“BofA”), Credit Suisse Securities (USA) LLC (“CSSU”), Goldman Sachs & Co. LLC (“Goldman Sachs”), UBS Securities LLC (“UBS”), and Fidelity National Information Services, Inc. (“FIS”) (collectively, the “Third Parties”) pursuant to Rule 7 of Your Honors’ Individual Rules and Practices and in response to this Court’s April 12, 2022 Order (the “April 12 Order”). (ECF No. 856.) As this Court is aware, the Third Parties previously filed motions to maintain under seal certain confidential information filed by the parties in the above-captioned matter. This Court temporarily granted those motions to seal, reserving the right to assess whether to keep the materials at issue under seal or redacted at a later time. (ECF No. 690.)

Pursuant to the Court’s April 12 Order, the Third Parties hereby submit this joint letter summarizing their respective positions with regard to the documents at issue as a supplement to the individual letter motions they have already filed. (See ECF Nos. 841 and 695 filed on behalf of DBSI; ECF No. 843 filed on behalf of Jefferies; ECF No. 842 filed on behalf of Barclays; ECF No. 844 filed on behalf of CGMI; ECF No. 848 filed on behalf of BofA; ECF No. 839 filed on behalf of CSSU; ECF No. 853 filed on behalf of Goldman Sachs; ECF No. 837 filed on behalf of UBS; and ECF No. 859 filed on behalf of FIS.)

The Third Parties respectfully request that the filings identified in the below chart remain sealed or redacted. The Third Parties have filed with their individual motions copies of the documents with proposed redactions. And for those who have not yet done so, they will file under seal on ECF unredacted copies with the proposed redactions highlighted.

Documents to Remain Sealed or Redacted ECF No. of Bates No. Sealing/Redaction Position ECF No. of Document Corresponding Letter Motion ECF No. Nasdaq- This document was filed as Exhibit 8 to ECF No. 853 656-4 GOLDMAN_SACHS- the Declaration of Elisha Barron in (letter motion) 00000063 Opposition to Plaintiffs’ Motion for Class Certification (the “Barron ECF No. 853-1 Declaration,” ECF No. 656). Goldman (redacted version Sachs requests that the Court maintain of document) ECF No. 656-4 under seal and allow the public redacted version filed at ECF ECF No. 854 No. 751-4. (highlighted version of document) ECF No. Nasdaq- This document was filed as Exhibit 7 to ECF No. 687 656-3 CREDIT_SUISSE- the Barron Declaration and contains (letter motion) 0000505 confidential and proprietary information pertaining to CSSU. ECF No. 839 CSSU requests that the Court maintain (renewed letter ECF No. 656-3 under seal. motion) ECF No. Nasdaq-ARONSON- This document was filed as Exhibit 27 ECF No. 695 656-20 00006872 to the Barron Declaration and contains (letter motion) commercially sensitive information for DBSI. DBSI requests that the Court ECF No. 841 maintain ECF No. 656-20 under seal (renewed letter and allow the redacted version that motion) DBSI filed at ECF No. 862.

ECF No. 845 (highlighted version of document) ECF No. 862 (redacted version of document) ECF No. Nasdaq-CITIGROUP- This document was filed as Exhibit 17 ECF No. 701 656-13 00000032 to the Barron Declaration contains (letter motion) confidential and proprietary ECF No. of Bates No. Sealing/Redaction Position ECF No. of Document Corresponding Letter Motion information pertaining to ECF No. 844 CGMI. CGMI requests that the Court (renewed letter maintain ECF No. 656-13 under seal motion) and allow the redacted version that CGMI will separately file publicly. ECF No. 846 (highlighted version of document) ECF No. 863 (redacted version of document) ECF No. Nasdaq- This document was filed as Exhibit 5 to ECF No. 699 656-2 BOA_SECURITIES- the Barron Declaration and contains (letter motion) 00000136 personal and/or proprietary information pertaining to BofA. BofA requests that ECF No. 848 the Court maintain ECF No. 656-2 (renewed letter under seal and allow the redacted motion) version that BofA will separately file publicly. ECF No. 849 (highlighted version of document) ECF No. 864 (redacted version of document) ECF No. Nasdaq-JEFFERIES- This document was filed as Exhibit 36 ECF No. 694 656-29 00000278 to the Barron Declaration and contains (letter) confidential and proprietary information pertaining to Jefferies. ECF No. 843 Jefferies requests that the Court (renewed letter maintain ECF No. 656-29 under seal. motion)1 Jefferies’ letter-motion also sought redaction of two discrete portions of the Expert Report of Professor Terrence Hendershott. (See ECF No. 843, at 2.) As the Court has already granted Defendants’ request to seal this material (see ECF No. 855 at 3, 5), and mindful of the Court’s direction to avoid duplication of Defendants’ sealing requests (see ECF No. 856), Jefferies does not address those aspects of its letter-motion in this joint letter.

ECF No. of Bates No. Sealing/Redaction Position ECF No. of Document Corresponding Letter Motion ECF No. N/A This document was filed as Exhibit 13 ECF No. 837 656-9 to the Barron Declaration. Exhibit 13 (letter motion) is a declaration by a UBS employee that contains UBS’s proprietary and ECF No. 837-1 confidential information. UBS requests (redacted version that the Court maintain ECF No. 656-9 of document) under seal and allow the public redacted version filed at ECF No. 837- ECF No. 838 1. (highlighted version of document) ECF Nos. N/A The document in question is a Data ECF No. 842 644-14, Declaration of Barclays filed as Exhibit 656-10 14 to the Barron Declaration.

Barclays respectfully requests that the document remain under seal because it contains confidential proprietary information regarding Barclays’ trade execution and related data systems that are at the core of its business. The information is not otherwise available publically and is not relevant to the disposition of this action as it was filed in connection with a motion that has been denied as moot.

ECF No. Nasdaq- This document was filed as Exhibit 19 ECF No. 859 656-15 FIS_SUNGARD- to the Barron Declaration. Exhibit 19 (letter motions) 00000032 is a declaration by an FIS employee that contains FIS’s proprietary and ECF No. 859-1 confidential information. FIS requests (redacted version that the Court maintain ECF No. 656- of document) under seal and allow the public redacted version filed at ECF No. 859- ECF No. 860 1. (highlighted version of document) For all the reasons already stated in their individual letter motions, the Third Parties respectfully submit that their requests to permanently seal and partially redact the documents identified above should be granted.

Respectfully submitted, _/s/ Stephen Ehrenberg___ Stephen Ehrenberg Counsel for Goldman Sachs & Co. LLC _/s/ Britney Foerter_____ Britney Foerter Counsel for Credit Suisse Securities (USA) LLC _/s/ Peter Isajiw________ Peter Isajiw Counsel for Deutsche Bank Securities, Inc. _/s/ Daniel Lewis__ _____ Daniel Lewis Counsel for Citigroup Global Markets Inc. _/s/ Daniel Lewis__ _____ Daniel Lewis Counsel for BofA Securities, Inc. _/s/ Scott S. Balber ______ Scott S. Balber Counsel for Jefferies LLC and Jefferies & Company LLC _/s/ Brian L. Muldrew_____ Brian L. Muldrew Counsel for UBS Securities LLC

_/s/ Jeffrey T. Scott______ Jeffrey T. Scott Counsel for Barclays Capital Inc.

_/s/ Frederick L. Whitmer_ Frederick L. Whitmer Counsel for Fidelity National Information Services, Inc. cc: All counsel of record (via ECF)