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^*

Cahill William P

(Last)

(First)

(Middle)

8050 SW 10TH STREET

SUITE 2000

(Street)

PLANTATION

33324

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRADESTATION GROUP INC [ TRAD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & COO of TS Securities

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2011

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)
Common Stock	06/10/2011		D		50,606⁽¹⁾	D	$9.75	0	D

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)	$7.27	06/10/2011		D			10,000	04/22/2005	04/22/2014	Common Stock	10,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$7.11	06/10/2011		D			5,000	01/03/2006	01/03/2015	Common Stock	5,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$16.58	06/10/2011		D			2,000	01/26/2007	01/26/2016	Common Stock	2,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$12.43	06/10/2011		D			3,000	01/19/2008	01/19/2017	Common Stock	3,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$11.42	06/10/2011		D			3,000	01/18/2009	01/18/2018	Common Stock	3,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$5.77	06/10/2011		D			23,524	01/16/2010	01/16/2019	Common Stock	23,524	⁽²⁾	0	D
Stock Option (Right to Buy)	$6.41	06/10/2011		D			21,894	02/16/2011	02/16/2020	Common Stock	21,894	⁽²⁾	0	D
Stock Option (Right to Buy)	$7.11	06/10/2011		D			10,966	02/15/2012	02/15/2021	Common Stock	10,966	⁽²⁾	0	D

Explanation of Responses:

1. These shares were canceled pursuant to the Agreement and Plan of Merger, dated as of April 20, 2011, by and among the Issuer, Monex Group, Inc., a Japanese corporation, and Felix 2011 Acquisition Sub, Inc., a Florida corporation, in exchange for the right to receive a cash payment equal to $9.75 per share (without interest and less any required withholding taxes) at the effective time of the merger.

2. This option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 20, 2011, by and among the Issuer, Monex Group, Inc., a Japanese corporation, and Felix 2011 Acquisition Sub, Inc., a Florida corporation, in exchange for the right to receive a cash payment representing the number of shares of the Issuer's common stock underlying such option multiplied by the positive difference, if any, between the purchase price of $9.75 per share minus the exercise price of the option (without interest and less any required withholding taxes) at the effective time of the merger.

	/s/ William P. Cahill	06/10/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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