0000950142-13-001623.txt : 20130703 0000950142-13-001623.hdr.sgml : 20130703 20130703174303 ACCESSION NUMBER: 0000950142-13-001623 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130701 FILED AS OF DATE: 20130703 DATE AS OF CHANGE: 20130703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENTS IV LLC CENTRAL INDEX KEY: 0001282372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954268 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298600 MAIL ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC DATE OF NAME CHANGE: 20040304 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS IV LLC DATE OF NAME CHANGE: 20040302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENTS III LLC CENTRAL INDEX KEY: 0001282203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954269 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298600 MAIL ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC DATE OF NAME CHANGE: 20040304 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS III LLC DATE OF NAME CHANGE: 20040301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP-W, LLC CENTRAL INDEX KEY: 0001396680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954270 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-8600 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Atlantic Partners 93, L.P. CENTRAL INDEX KEY: 0001567885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954273 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-8600 MAIL ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS 83, L.P. CENTRAL INDEX KEY: 0001467002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954274 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 629-8600 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC GENPAR, L.P. CENTRAL INDEX KEY: 0001467926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954275 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-8600 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GA-GTCO Interholdco, LLC CENTRAL INDEX KEY: 0001580338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954277 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-715-4044 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KCG Holdings, Inc. CENTRAL INDEX KEY: 0001569391 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 545 WASHINGTON BOULEVARD CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 201-222-9400 MAIL ADDRESS: STREET 1: 545 WASHINGTON BOULEVARD CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: Knight Holdco, Inc. DATE OF NAME CHANGE: 20130211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GA-GTCO AIV, L.P. CENTRAL INDEX KEY: 0001580305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954271 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-715-4044 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954276 BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 FORMER NAME: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GA-GTCO US AIV, L.P. CENTRAL INDEX KEY: 0001580314 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 13954272 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-715-4044 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 3 1 es1300918_3-gagtco.xml OWNERSHIP DOCUMENT X0206 3 2013-07-01 0 0001569391 KCG Holdings, Inc. KCG 0001580338 GA-GTCO Interholdco, LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001017645 GENERAL ATLANTIC LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001467926 GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001467002 GENERAL ATLANTIC PARTNERS 83, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001567885 General Atlantic Partners 93, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001580314 GA-GTCO US AIV, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001580305 GA-GTCO AIV, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001396680 GAP-W, LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001282203 GAP COINVESTMENTS III LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001282372 GAP COINVESTMENTS IV LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks Class A Common Stock, par value $0.01 per share 28493943 D Class A Warrants 12 2013-07-01 2017-07-01 Class A Common Stock 2698228 D Class B Warrants 13.5 2013-07-01 2018-07-01 Class A Common Stock 2698228 D Class C Warrants 15 2013-07-01 2019-07-01 Class A Common Stock 2698227 D GA-GTCO Interholdco, LLC ("GA-GTCO Interholdco"), a Delaware limited liability company, is the direct record holder of 28,493,943 shares of the issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), 2,698,228 of the issuer's Class A Warrants (the "Class A Warrants"), 2,698,228 of the issuer's Class B Warrants (the "Class B Warrants") and 2,698,227 of the issuer's Class C Warrants (the "Class C Warrants" and, together with the Class A Warrants and the Class B Warrants, the "Warrants") . General Atlantic Partners 83, L.P., a Delaware limited partnership ("GAP 83"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 8,330,016 shares of Class A Common Stock held by GA-GTCO Interholdco; General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 4,160,081 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO US AIV, L.P., a Delaware limited partnership ("GA US AIV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 4,555,636 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO AIV, L.P., a Delaware limited partnership ("GA AIV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 2,656,333 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 3) (cont'd from footnote 2) GAP-W, LLC, a Delaware limited liability company ("GAP-W"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 5,901,264 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 2,038,580 shares of Common Stock held by GA-GTCO Interholdco; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 485,834 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 38,950 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 4) (cont'd from footnote 3) and GapStar, LLC, a Delaware limited liability company ("GapStar" and, together with GAP 83, GAP 93, GA US AIV, GA AIV, GAP-W, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 327,249 shares of Class A Common Stock held by GA-GTCO Interholdco. The general partner of GAP 83, GAP 93, GAP US AIV and GAP AIV is General Atlantic GenPar, L.P. ("GenPar"). GenPar is also the manager of GAP-W. The general partner of GenPar is General Atlantic LLC ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. While GA LLC and GenPar may be deemed to beneficially own all of the Class A Common Stock and Warrants reported as beneficially owned by the reporting persons herein, each disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein. Certain managing directors of GA LLC are the members of GapStar. (cont'd in footnote 6) (cont'd from footnote 5) The managing directors of GA LLC may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, and voting and disposition decisions are made by a portfolio committee of GA LLC comprised of certain of the managing directors and officers of GA LLC. All individuals disclaim beneficial ownership of the securities owned by GA-GTCO Interholdco, except to the extent of their respective pecuniary interest therein. GAP 83 indirectly beneficially owns 952,181 Class A Warrants held by GA-GTCO Interholdco, 952,181 Class B Warrants held by GA-GTCO Interholdco and 952,181 Class C Warrants held by GA-GTCO Interholdco; GA US AIV indirectly beneficially owns 520,742 Class A Warrants held by GA-GTCO Interholdco, 520,742 Class B Warrants held by GA-GTCO Interholdco and 520,742 Class C Warrants held by GA-GTCO Interholdco; GA AIV indirectly beneficially owns 303,638 Class A Warrants held by GA-GTCO Interholdco, 303,638 Class B Warrants held by GA-GTCO Interholdco and 303,638 Class C Warrants held by GA-GTCO Interholdco; GAP-W indirectly beneficially owns 674,557 Class A Warrants held by GA-GTCO Interholdco, 674,557 Class B Warrants held by GA-GTCO Interholdco and 674,557 Class C Warrants held by GA-GTCO Interholdco; (cont'd in footnote 8) (cont'd from footnote 7) GAPCO III indirectly beneficially owns 166,695 Class A Warrants held by GA-GTCO Interholdco, 166,695 Class B Warrants held by GA-GTCO Interholdco and 166,694 Class C Warrants held by GA-GTCO Interholdco; GAPCO IV indirectly beneficially owns 39,891 Class A Warrants held by GA-GTCO Interholdco, 39,891 Class B Warrants held by GA-GTCO Interholdco and 39,891 Class C Warrants held by GA-GTCO Interholdco; GAPCO CDA indirectly beneficially owns 3,117 Class A Warrants held by GA-GTCO Interholdco, 3,117 Class B Warrants held by GA-GTCO Interholdco and 3,117 Class C Warrants held by GA-GTCO Interholdco; and GapStar indirectly beneficially owns 37,407 Class A Warrants held by GA-GTCO Interholdco, 37,407 Class B Warrants held by GA-GTCO Interholdco and 37,407 Class C Warrants held by GA-GTCO Interholdco. Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03 /s/ Thomas J. Murphy 2013-07-03