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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KCG Holdings, Inc. [ KCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/16/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock, par value $0.01 per share | 07/01/2013 | A | 6,000 | A | (1)(2) | 6,000 | D | |||
Restricted Stock Units | 07/16/2013 | A | 7,221(3) | A | $11.08 | 7,221 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. The indicated number of shares represents the exact number of shares of the Class A Common Stock of KCG Holdings, Inc. ("KCG") acquired by the reporting person in exchange for shares of Knight Capital Group, Inc. ("Knight") pursuant to the cash election proration provided for in the merger of Knight Acquisition Corp., a wholly-owned subsidiary of KCG, with and into Knight. At the time of the reporting person's initial filing, the reported amount was an estimate as the adjustment, proration and reallocation calculations provided for in the merger agreement had not been finally completed as of the date of that report. The adjustment, proration and reallocation calculations provided for in the merger agreement have been completed as of the date of this report and the indicated number of shares reflects the actual number of shares of KCG Class A Common Stock issued to the reporting person pursuant to the proration procedures provided for in the merger agreement. |
2. Includes 4,130 shares received as a result of Knight restricted stock units that vested upon the closing of the merger. |
3. Restricted stock units granted pursuant to the KCG Holdings, Inc. Amended and Restated Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Class A Common Stock of the Company. Restricted stock units will vest on July 16, 2014 or upon earlier retirement and will be settled upon vesting. |
/s/ Andrew M. Greenstein as attorney in fact for Laurie M. Shahon | 07/18/2013 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |