Statement of Changes in Beneficial Ownership (4)
April 10 2015 - 4:25PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Schuler Stephen
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2. Issuer Name
and
Ticker or Trading Symbol
KCG Holdings, Inc.
[
KCG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
KCG HOLDINGS, INC., 545 WASHINGTON BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/8/2015
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(Street)
JERSEY CITY, NJ 07310
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock, par value $0.01 per share
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4/8/2015
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S
(1)
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14600
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D
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(2)
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6242654
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I
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See Footnote
(3)
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Class A Common Stock, par value $0.01 per share
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4/9/2015
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S
(1)
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14600
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D
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(4)
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6228054
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I
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See Footnote
(3)
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Restricted Stock Units
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6957
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D
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Class A Common Stock, par value $0.01 per share
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7221
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Transactions executed in accordance with a Rule 10b5-1 trading plan established on February 2, 2015.
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(
2)
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Represents the sale of 14,600 shares in multiple transactions at prices ranging from $12.29 to $12.37 per share, resulting in a weighted average sale price per share of $12.32. The reporting person undertakes to provide the SEC, the Issuer, or any security holder of the Issuer, upon request, full information pertaining to the number of shares sold at each price.
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(
3)
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The reported securities are held by Serenity Investments, LLC, a limited liability company organized under the laws of the state of Alaska ("Serenity"). The reporting person and his wife separately hold equity interests in Serenity that together represent a controlling interest in Serenity. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
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(
4)
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Represents the sale of 14,600 shares in multiple transactions at prices ranging from $12.20 to $12.39 per share, resulting in a weighted average sale price per share of $12.28. The reporting person undertakes to provide the SEC, the Issuer, or any security holder of the Issuer, upon request, full information pertaining to the number of shares sold at each price.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Schuler Stephen
KCG HOLDINGS, INC.
545 WASHINGTON BOULEVARD
JERSEY CITY, NJ 07310
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X
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Signatures
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/s/ Robert McQueen as attorney-in-fact for Stephen Schuler
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4/10/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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