SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOYCE THOMAS M

(Last)

(First)

(Middle)

KNIGHT CAPITAL GROUP, INC.

545 WASHINGTON BOULEVARD

(Street)

JERSEY CITY

07310

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KNIGHT CAPITAL GROUP, INC. [ KCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/24/2010		M		50,000	A	$9.84	215,698	D
Class A Common Stock	11/24/2010		S⁽¹⁾		50,000	D	$13.333⁽²⁾	165,698	D
Restricted Stock Units (Previously Reported)								711,145	D
Restricted Class A Common Stock (Previously Reported)								57,884	D
Class A Common Stock (Previously Reported)								76,061	I	By Joyce Family 2009 GRAT
Class A Common Stock (Previously Reported)								200,000	I	By Joyce Family 2009 GRAT II
Class A Common Stock (Previously Reported)								400,000	I	By Joyce Family 2010 GRAT
Class A Common Stock (Previously Reported)								34,695	I	By Trust for Children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9.84	11/24/2010		M			50,000	01/01/2009	01/01/2011	Class A Common Stock	50,000	$9.84	1,313,630⁽³⁾	D

Explanation of Responses:

1. Transactions executed in accordance with a previously established Rule 10b5-1 trading plan. Stock options exercised were previously reported and have an expiration date of January 1, 2011.

2. Represents the sale of 50,000 shares in 8 separate transactions at prices ranging from $13.23 to $13.47 per share, resulting in a weighted average sale price per share of $13.333. Reporting person undertakes to provide the SEC, the Issuer, or security holder full information pertaining to the number of shares sold at each separate price.

3. Breakdown of aggregate number of derivative securities beneficially owned following reported transactions (which have different exercise and expiration dates): 313,630 options and 1,000,000 restricted stock units ("RSUs"). As previously reported, the RSUs reported in Table II of this filing vest based upon the stock price of the Issuer's Class A Common Stock reaching certain specified levels.

	/s/ Thomas M. Joyce	11/29/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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