UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
| FXCM Inc. |
(Name of Issuer)
| Class A Common |
(Title of Class of Securities)
| 302693106 |
(CUSIP Number)
| November 10, 2011 |
(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| CUSIP NO. | Page 2 of 5 |
| 1. |
NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Public Sector Pension Investment Board SS or IRS ID Number: Not Applicable | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
N/A | |||||
| 3. | S.E.C. USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OR ORGANIZATION
Canada | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
836,129 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
836,129 | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4407%* | |||||
| 12. |
TYPE OF REPORTING PERSON
CO | |||||
| * | Based upon 15,368,028 Class A Common Shares outstanding on September 30, 2011, as disclosed by FXCM Inc. referred to in its press release disclosed via Form 8-K filed with the Securities and Exchange Commission on November 10, 2011. |
| CUSIP NO. | Page 3 of 5 |
| Item 1(a) | Name of Issuer: FXCM Inc. | |||||||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: 32 Old Slip, New York, N.Y. 10005 | |||||||
| Item 2(a) | Name of Person Filing: Public Sector Pension Investment Board | |||||||
| Item 2(b) | Address of Principal Business or, if None, Residence: 1250 René Lévesque Boulevard West, Suite 900, Montréal, Québec H3B 4W8 | |||||||
| Item 2(c) | Citizenship: Canada | |||||||
| Item 2(d) | Title of Class of Securities: Class A Common | |||||||
| Item 2(e) | CUSIP Number: 302693106 | |||||||
| Item 3 | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||||||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act; | ||||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act; | ||||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | ||||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act; | ||||||
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c )(14) of the Investment Company Act; | ||||||
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||||||
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||
| If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: | ||||||||
| Item 4 | Ownership | |||||||
| (a) | Amount beneficially owned: 836,129 | |||||||
| (b) | Percent of Class: 5.4407% | |||||||
| (c) | Number of shares as to which such person has: | |||||||
| (i) | Sole power to vote or direct the vote: 836,129 | |||||||
| (ii) | Shared power to vote or to direct the vote: 0 | |||||||
| CUSIP NO. | Page 4 of 5 |
| (iii) | Sole power to dispose or to direct the disposition: 0 | |||||
| (iv) | Shared power to dispose or to direct the disposition: 0 | |||||
| Item 5 | Ownership of Five Percent or Less of a Class | |||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ | ||||||
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person | |||||
| Not Applicable | ||||||
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company. | |||||
| Not Applicable | ||||||
| Item 8 | Identification and Classification of Members of the Group | |||||
| Not Applicable | ||||||
| Item 9 | Notice of Dissolution of Group | |||||
| Not Applicable | ||||||
Item 10 Certification
| CUSIP NO. | Page 5 of 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2012
| PUBLIC SECTION PENSION INVESTMENT BOARD | ||
| By: | /s/ John Valentini | |
| Name: | John Valentini | |
| Title: | Executive Vice President, COO & CFO | |
| By: | /s/ France-Anne Fortin | |
| Name: | France-Anne Fortin | |
| Title: | Vice President, Internal Audit & Compliance | |