X0206 3 2012-08-06 0 0001060749 KNIGHT CAPITAL GROUP, INC. KCG 0001453624 GETCO Holding Co. 350 N. ORLEANS STREET, 3RD FL SOUTH CHICAGO IL 60654 0 0 1 0 0001544652 GETCO Strategic Investments, LLC 350 N. ORLEANS STREET CHICAGO IL 60654 0 0 1 0 Class A Common Stock 63 I Held by Subsidiary Series A-1 Convertible Preferred Stock Class A Common Stock 11608672 I Held by Subsidiary Series A-2 Convertible Preferred Stock Series A-1 Convertible Preferred 70087 I Held by Subsidiary Shares of Series A-1 Convertible Preferred Stock are convertible at the option of the holder into shares of Class A Common Stock at a ratio of 666.667 shares of Class A Common Stock for each share of Series A-1 Convertible Preferred Stock (which reflects an approximate initial conversion price of $1.50 per share of Class A Common Stock). As of the date hereof, the number of Series A-1 Convertible Preferred shares that may be converted into Class A Common Stock is subject to a cap to comply with NYSE listing rules, but the Reporting Persons expect conversions to be permitted without the application of any cap beginning on August 13, 2012 (such date, the "Full Convertibility Date"). The Series A-1 Convertible Preferred Stock has no expiration date. In addition, if the closing price of the Class A Common Stock exceeds 200% of the then applicable conversion price for 60 consecutive trading days, all of the outstanding shares of Series A-1 Convertible Preferred Stock will mandatorily convert into shares of Class A Common Stock, at a ratio of 666.667 shares of Class A Common Stock for each share of Series A-1 Convertible Preferred Stock (which reflects an approximate initial conversion price of $1.50 per share of Class A Common Stock). Shares of Series A-2 Convertible Preferred Stock will be convertible at the option of the holder into shares of Series A-1 Convertible Preferred Stock on a 1-for-1 basis at any time beginning on the Full Convertibility Date upon certifying that all required regulatory approvals have been obtained. In addition, if the closing price of the Class A Common Stock exceeds 200% of the then applicable conversion price for 60 consecutive trading days, all of the outstanding shares of Series A-2 Convertible Preferred Stock will mandatorily convert into shares of Class A Common Stock at a ratio of 666.667 shares of Class A Common Stock for each share of Series A-2 Convertible Preferred Stock (which reflects an approximate initial conversion price of $1.50 per share of Class A Common Stock). The Series A-2 Convertible Preferred Stock has no expiration date. Shares of Series A-1 Convertible Preferred Stock are convertible at the option of the holder into shares of Class A Common Stock at a ratio of 666.667 shares of Class A Common Stock for each share of Series A-1 Convertible Preferred Stock. As a result, the 70,087 shares of Series A-2 Convertible Preferred Stock entitle the Reporting Persons to receive 46,724,690 shares of Class A Common Stock on a fully-converted basis. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Alex Sadowski, Authorized Signatory 2012-08-10 /s/ Alex Sadowski, Authorized Signatory 2012-08-10