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*
GA-GTCO Interholdco, LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(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) X Other (specify below)
*See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 28,493,943 D(1)(2)(3)(4)(5)(6)
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 2,698,228 12 D(5)(6)(7)(8)
Class B Warrants 07/01/2013 07/01/2018 Class A Common Stock 2,698,228 13.5 D(5)(6)(7)(8)
Class C Warrants 07/01/2013 07/01/2019 Class A Common Stock 2,698,227 15 D(5)(6)(7)(8)
1. Name and Address of Reporting Person*
GA-GTCO Interholdco, LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ATLANTIC LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ATLANTIC GENPAR, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ATLANTIC PARTNERS 83, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
General Atlantic Partners 93, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GA-GTCO US AIV, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GA-GTCO AIV, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAP-W, LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAP COINVESTMENTS III LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAP COINVESTMENTS IV LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
Explanation of Responses:
1. 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") .
2. 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)
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)
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.
5. 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)
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.
7. 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)
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.
Remarks:
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 07/03/2013
/s/ Thomas J. Murphy 07/03/2013
/s/ Thomas J. Murphy 07/03/2013
/s/ Thomas J. Murphy 07/03/2013
/s/ Thomas J. Murphy 07/03/2013
/s/ Thomas J. Murphy 07/03/2013
/s/ Thomas J. Murphy 07/03/2013
/s/ Thomas J. Murphy 07/03/2013
/s/ Thomas J. Murphy 07/03/2013
/s/ Thomas J. Murphy 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).
** 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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