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^*

Daniel V. Tierney 2011 Trust

(Last)

(First)

(Middle)

C/O WICKLOW CAPITAL, INC.

53 W. JACKSON BLVD., SUITE 1204

(Street)

CHICAGO

60604

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

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2015

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	04/06/2015		S⁽¹⁾		15,414	D	$12.41⁽²⁾	8,631,645	D⁽³⁾
Class A Common Stock, par value $0.01 per share	04/07/2015		S⁽¹⁾		10,653	D	$12.28⁽⁴⁾	8,620,992	D⁽³⁾

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)

Explanation of Responses:

1. Transactions executed in accordance with a Rule 10b5-1 trading plan established on February 2, 2015.

2. Represents the sale of 15,414 shares in multiple transactions at prices ranging from $12.27 to $12.49 per share, resulting in a weighted average sale price per share of $12.41. The reporting person undertakes to provide the SEC, the Issuer, or any security holder of the Issuer, upon request, full information pertaining to the number of shares sold at each price.

3. These shares of Class A Common Stock are held directly by the Daniel V. Tierney 2011 Trust ("Trust"). The sole trustee of the Trust is Emma Cuadrado, who holds voting and dispositive power over the securities held by the Trust and disclaims beneficial ownership of such securities. Daniel V. Tierney, a director of KCG Holdings, Inc., is the settlor and sole beneficiary of the Trust, but does not have or share investment control with respect to the securities held by the Trust.

4. Represents the sale of 10,653 shares in multiple transactions at prices ranging from $12.20 to $12.39 per share, resulting in a weighted average sale price per share of $12.28. The reporting person undertakes to provide the SEC, the Issuer, or any security holder of the Issuer, upon request, full information pertaining to the number of shares sold at each price.

Remarks:

	/s/ Emma Cuadrado, by power of attorney	04/08/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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