Interactive Brokers Group, Inc.
|
(Name of Issuer)
|
Class A Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
45841N 107
|
(CUSIP Number)
|
October 30, 2020
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP Number 45841N 107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
IBG Holdings LLC
I.R.S. Identification No. 35-2296543
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware, United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
325,960,034 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
325,960,034 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
78.2%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
(1) |
Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, IBG Holdings LLC, as the sole holder of the 100 outstanding shares of the issuer’s Class B Common Stock, is entitled to the number of votes equal to the
number of IBG LLC membership interests held by it at any given time. As of the date of this statement, IBG Holdings LLC holds 325,960,034 IBG LLC membership interests.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Thomas Peterffy
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
||||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
10,076,592 (1) (2)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,000,311 (1)
326,036,626 (2)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
80.6%(3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Mr. Thomas Peterffy redeemed 10,000,000 shares in IBG Holdings LLC on October 30, 2020, as more particularly described in in the prospectus supplement filed on Form 424b5 (File No. 333-240121) (the “Prospectus Supplement”) with the
Securities and Exchange Commission (“SEC”) on October 30, 2020. In the redemption transaction, IBG Holdings LLC acquired 10,000,000 shares of the Class A Common Stock from the issuer and these 10,000,000 shares were distributed in-kind
to Mr. Thomas Peterffy in partial redemption of his interest. Mr. Thomas Peterffy previously owned 311 shares of the issuer’s Class A Common Stock.
|
(2) |
Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, Mr. Thomas Peterffy, through the ownership of his revocable trust of the voting membership interest in IBG Holdings LLC, beneficially owns all of the 100
outstanding shares of the issuer’s Class B Common Stock and accordingly is entitled to the number of votes equal to the number of IBG LLC membership interests held by IBG Holdings LLC at any given time. As of the date of this statement, IBG
Holdings LLC holds 325,960,034 IBG LLC membership interests.
|
(3) |
As described above, Mr. Thomas Peterffy acquired 10,000,000 shares of issuer’s Class A Common Stock on October 30, 2020. Together with his previously owned shares, these shares represent approximately 11.1% of the outstanding shares of
Class A Common Stock and approximately 2.4% of the voting power of the issuer. In addition, through his revocable trust’s ownership of the voting membership interests in IBG Holdings LLC, Mr. Thomas Peterffy beneficially owns all of the 100
outstanding shares of the issuer’s Class B Common Stock and accordingly holds approximately 78.2% of the voting power of the issuer through such ownership and he controls voting shares through his private foundation. In total, Mr. Thomas
Peterffy holds approximately 80.6% of the voting power of the issuer.
|
Item 1. |
Security and Issuer
|
Item 4.
|
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
• |
Thomas Peterffy, Chairman and Founder (10,000,000)
|
• |
Thomas A.J. Frank, Executive Vice President (1,000,000)
|
• |
Limited liability company for the benefit of Paul J. Brody, Chief Financial Officer (253,332)
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
• |
Thomas Peterffy, Chairman and Founder (10,000,000)
|
• |
Thomas A.J. Frank, Executive Vice President (1,000,000)
|
• |
Limited liability company for the benefit of Paul J. Brody, Chief Financial Officer (253,332)
|
Item 7. |
Material to be Filed as Exhibits
|
Dated: November 9, 2020
|
IBG HOLDINGS LLC
|
||
By:
|
/s/ Thomas Peterffy
|
||
Name: Thomas Peterffy
|
|||
Title: Managing Member
|
Dated: November 9, 2020
|
||
/s/ Thomas Peterffy
|
||
Thomas Peterffy
|