SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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 IL 60604 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2013	3. Issuer Name and Ticker or Trading Symbol KCG Holdings, Inc. [ KCG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.01 per share	13,743,517	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Warrants	07/01/2013	07/01/2017	Class A Common Stock	1,570,983	$12	D
Class B Warrants	07/01/2013	07/01/2018	Class A Common Stock	1,570,983	$13.5	D
Class C Warrants	07/01/2013	07/01/2019	Class A Common Stock	1,570,983	$15	D

Explanation of Responses:

Remarks:

Exhibit List: Exhibit 24--Power of Attorney All of the shares of Class A Common Stock and the Class A Warrants, Class B Warrants and Class C Warrants reported on this Form 3 are held directly by the Daniel V. Tierney 2011 Trust ("Trust"). The co-trustees of the Trust are Emma Cuadrado and John R. Flynn, who share voting and dispositive power over the securities held by the Trust and disclaim 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.

	/s/ John R. Flynn, by power of attorney	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 5 (b)(v).
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