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^*

Sohos George

(Last)

(First)

(Middle)

KCG HOLDINGS, INC.

545 WASHINGTON BOULEVARD

(Street)

JERSEY CITY

07310

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KCG Holdings, Inc. [ KCG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

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, par value $0.01 per share	07/01/2013		A		140,487	A	⁽¹⁾	140,487	D
Restricted Stock Units	07/01/2013		A		172,910	A	⁽²⁾	172,910	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 Options (granted on 11/10/04)	$30.72⁽³⁾	07/01/2013		A		6,111		11/10/2007⁽³⁾	11/10/2014⁽³⁾	Class A common stock	6,111	$30.72⁽³⁾	6,111	D
Stock Options (granted on 8/15/05)	$23.7⁽³⁾	07/01/2013		A		8,333		08/15/2008⁽³⁾	08/15/2015⁽³⁾	Class A common stock	8,333	$23.7⁽³⁾	8,333	D

Explanation of Responses:

1. Shares received as a result of Knight Capital Group, Inc. ("Knight") restricted stock units that vested upon the closing of the merger of Knight Acquisition Corp., a wholly-owned subsidiary of KCG Holdings, Inc. ("KCG") with and into Knight. The exchange ratio in the merger for stock consideration was one-third of a share of KCG common stock for each share of Knight common stock.

2. Acquired in exchange for restricted stock units of Knight pursuant to the merger agreement. The exchange ratio in the merger for stock consideration was one-third of a share of KCG for each share of Knight common stock. These KCG restricted stock units have the same terms and conditions as the original Knight restricted stock units.

3. Acquired in exchange for options of Knight pursuant to the merger agreement. Each KCG stock options has the same terms as the Knight stock option, except the excercise price was multiplied by three (rounded up to nearest cent) and the number of shares was divided by three (rounded down the the nearest share).

Remarks:

Global Head of Client Market Making

	/s/ Andrew M. Greenstein as attorney in fact for George Sohos	07/03/2013
	** 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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