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*
Trudeau Robert

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FX Alliance Inc. [ FX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2012
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 08/20/2012 J 4,167(1) D $22 0 I Robert W. Trudeau(2)
Common Stock 08/20/2012 J 4,167(1) D $22 0 I John C. Rosenberg(3)
Common Stock 08/20/2012 U 7,893,955 D $22 0 I TCV VI, L.P.(4)(5)
Common Stock 08/20/2012 U 62,292 D $22 0 I TCV Member Fund, L.P.(5)(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Trudeau Robert

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
1. Name and Address of Reporting Person*
Rosenberg John C.

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
1. Name and Address of Reporting Person*
TCV VI L P

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
1. Name and Address of Reporting Person*
TCV Member Fund, L.P.

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
1. Name and Address of Reporting Person*
Technology Crossover Management VI, L.L.C.

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
1. Name and Address of Reporting Person*
HOAG JAY C

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
1. Name and Address of Reporting Person*
KIMBALL RICK

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
1. Name and Address of Reporting Person*
DREW JOHN

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
1. Name and Address of Reporting Person*
REYNOLDS JON Q JR

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
Explanation of Responses:
1. Shares were cancelled pursuant to the Agreement and Plan of Merger, dated July 8, 2012, among FX Alliance Inc., Thomcorp Holdings, Inc., CB Transaction Corp. and solely for the purposes of Section 9.13 thereof, Thomson Reuters Corporation, and converted into the right to receive $22.00 per share.
2. These shares are held directly by Robert W. Trudeau. Mr. Trudeau has sole dispositive power over the shares; however, TCV VI Management, L.L.C. ("TCV VI Management") owns 100% of the pecuniary interest therein. Mr. Trudeau, Jay C. Hoag, Richard H. Kimball, John L. Drew, and Jon Q. Reynolds, Jr. (collectively, the "TCV VI Management Members") are members of TCV VI Management, but each of the TCV VI Management Members disclaims beneficial of ownership of such shares except to the extent of his pecuniary interest therein.
3. These shares are held directly by John C. Rosenberg. Mr. Rosenberg has sole dispositive power over the shares; however, TCV VI Management owns 100% of the pecuniary interest therein. Each of the TCV VI Management Members are members of TCV VI Management, but each of the TCV VI Management Members dislaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. These securities are directly held by TCV VI, L.P. ("TCV VI"). Each of the TCV VI Management Members (collectively, the "TCM VI Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI. The TCM VI Members and TCM VI may be deemed to beneficially own the securities held by TCV VI but each of the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
5. Mr. Rosenberg is an assignee of TCM VI and a limited partner of Member Fund, but does not share voting or dispositive power over the shares held by TCV VI or TCV Member Fund, L.P. ("Member Fund"). Mr. Rosenberg disclaims beneficial ownership of the shares held by TCV VI and Member Fund except to the extent of his pecuniary interest therein.
6. These securities are directly held by Member Fund. The TCM VI Members are Class A Members of TCM VI, which is a general partner of Member Fund, and limited partners of Member Fund. The TCM VI Members and TCM VI may be deemed to beneficially own certain of the securities held by Member Fund, but each of the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Remarks:
Frederic D. Fenton, Authorized Signatory for TCV VI, L.P. 08/21/2012
Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P. 08/21/2012
Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VI, L.L.C. 08/21/2012
Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 08/21/2012
Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 08/21/2012
Frederic D. Fenton, Authorized Signatory for John L. Drew 08/21/2012
Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr. 08/21/2012
Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau 08/21/2012
Frederic D. Fenton, Authorized Signatory for John C. Rosenberg 08/21/2012
** 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).
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