0001144204-13-033172.txt : 20130604 0001144204-13-033172.hdr.sgml : 20130604 20130604150427 ACCESSION NUMBER: 0001144204-13-033172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130604 DATE AS OF CHANGE: 20130604 GROUP MEMBERS: MICHEL DAHER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FXCM Inc. CENTRAL INDEX KEY: 0001499912 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 273268672 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86045 FILM NUMBER: 13890940 BUSINESS ADDRESS: STREET 1: 55 WATER ST. STREET 2: FL 50 CITY: NEW YORK STATE: NY ZIP: 10041 BUSINESS PHONE: 6464322241 MAIL ADDRESS: STREET 1: 55 WATER ST. STREET 2: FL 50 CITY: NEW YORK STATE: NY ZIP: 10041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHARLESTONE VENTURE HOLDINGS Ltd CENTRAL INDEX KEY: 0001539184 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WOOLBOURNE HALL STREET 2: ROADTOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 646 432 2572 MAIL ADDRESS: STREET 1: WOOLBOURNE HALL STREET 2: ROADTOWN CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13D/A 1 v346935_sc13da.htm FORM SC 13D/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 


Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

FXCM Inc.

 

 (Name of Issuer)

 

Class A Common Stock

 

 (Title of Class of Securities)

 

302693 106

 

 (CUSIP Number)

 

David S. Sassoon

c/o FXCM, Inc.

55 Water St. Floor 50, New York, NY 10041

(646) 432-2986

 

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 30, 2013

 

 (Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
CUSIP No. 302693 10613DPage 2 of 6

 

         
1.   NAMES OF REPORTING PERSONS

Charlestone Venture Holdings Limited
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
OO
   
5.

 

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
   

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
4,000,000
  8.   SHARED VOTING POWER
 
0
  9.   SOLE DISPOSITIVE POWER
 
4,000,000
  10.   SHARED DISPOSITIVE POWER
 
0

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,000,000
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%
   
14.   TYPE OF REPORTING PERSON (see instructions)

CO
   

  

 
CUSIP No. 302693 10613DPage 3 of 6

  

         
1.   NAMES OF REPORTING PERSONS

Michel Daher
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)   x
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
OO
   
5.

 

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Lebanon
   

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
4,000,000
  8.   SHARED VOTING POWER
 
0
  9.   SOLE DISPOSITIVE POWER
 
4,000,000
  10.   SHARED DISPOSITIVE POWER
 
0

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,000,000
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%
   
14.   TYPE OF REPORTING PERSON (see instructions)

IN
   

  

 
CUSIP No. 302693 10613DPage 4 of 6

 

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) relates to shares of Class A common stock (“Class A Common Stock”) of FXCM, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 4 amends the Schedule 13D (the “Schedule 13D”), filed on January 23, 2012, as amended by Amendment No.1 thereto, filed on June 7, 2012 (“Amendment No. 1”), Amendment No. 2, filed on October 9, 2012 (“Amendment No. 2”) and Amendment No. 3, filed on March 4, 2013 (“Amendment No. 3”) by Charlestone Ventures Holdings Limited (“Charlestone”) and Michel Daher (each, a “Reporting Person”), by furnishing the information set forth below. Except as otherwise specified in this Amendment No. 4, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D as amended by Amendment Nos. 1, 2 and 3 filed with the Securities and Exchange Commission.

 

The Reporting Persons are filing this Amendment No. 4 to report that the number of shares of Class A Common Stock that they may be deemed to beneficially own has decreased by an amount greater than one percent of the outstanding shares of Class A Common Stock of the Issuer.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

The first paragraph of Item 3 of the Schedule 13D is hereby amended and restated as follows.

 

Charlestone and Michel Daher each beneficially owns 4,000,000 shares of the Issuer’s Class A Common Stock (consisting of 4,000,000 units of FXCM Holdings LLC (“FXCM Holdings”)). These units were received in a reclassification of the outstanding limited liability company interests of FXCM Holdings effected prior to the initial public offering of the Class A Common Stock of the Issuer.

 

Item 4.  Purpose of Transaction.

 

The first paragraph of Item 4 of the Schedule 13D is hereby amended and restated as follows:

 

The information set forth under Items 3 and 6 is hereby incorporated by reference.

 

Item 5.  Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows:

 

The ownership percentages set forth below are based on 37,067,596 shares of the Issuer’s Class A Common Stock outstanding as of May 6, 2013 as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 10, 2013, plus the number of shares of Class A Common Stock that may be received upon exchange of units of FXCM Holdings beneficially owned by the Reporting Persons, as applicable.

 

(a)  As a result of the Exchange Agreement, Charlestone and Michel Daher may each be deemed to beneficially own a total of 4,000,000 shares of Class A Common Stock (based on the number of shares of Class A Common Stock currently held and that may be received in exchange of units of FXCM Holdings) representing 9.7% of the total number of shares of Class A Common Stock outstanding. Charlestone directly holds all shares of Class A Common Stock and units of FXCM Holdings reported herein.

 

(b) The aggregate number and percentage of the shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 of the cover pages of this Amendment No.4.

 

Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission that Michel Daher is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(c)  Other than the transactions by Charlestone set forth below, there have been no transactions in shares of Class A Common Stock by either of the Reporting Persons in the past 60 days.

  

 
CUSIP No. 302693 10613DPage 5 of 6

  

Date Nature of Transaction Number of Shares of Class A Common Stock Weighted Average Price per Share
May 8, 2013 Conversion of units of FXCM Holdings 1,000,000 (1)
May 17, 2013 Block Trade (Sale) 250,000 $14.65
May 30, 2013 Open Market Sales 378,020 $14.015
May 31, 2013 Open Market Sales 124,349 $14.004
June 3, 2013 Block Trade (Sale) 747,631 $14.00

 

(1)These shares represent units of FXCM Holdings that were exchanged for shares of Class A common stock of FXCM Inc. on a one-for-one basis pursuant to an exchange agreement.

 

(d)  Other than the Reporting Persons, no other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons’ securities.

 

(e)  Not applicable.

  

 
CUSIP No. 302693 10613DPage 6 of 6

 

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.

 

Date: June 4, 2013 

 

  CHARLESTONE VENTURE HOLDINGS LIMITED
   
   
  By: /s/ Michel Daher
  Name: Michel Daher
  Title: Director
   
  MICHEL DAHER
   
  /s/ Michel Daher