SEC FORM 4

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^*

Bisgay Steven

(Last)

(First)

(Middle)

KCG HOLDINGS, INC.

545 WASHINGTON BOULEVARD

(Street)

JERSEY CITY

07310

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KCG Holdings, Inc. [ KCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share	07/01/2013		A		39,009	A	⁽¹⁾⁽²⁾	39,009	D
Restricted Stock Units	07/01/2013		A		99,099	A	⁽³⁾	99,099	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (granted on 11/10/04)	$30.72⁽³⁾	07/01/2013		A		15,000		11/10/2007⁽³⁾	11/10/2014⁽³⁾	Class A common stock	15,000	$30.72⁽³⁾	15,000	D

Explanation of Responses:

1. Acquired in exchange for shares of Knight Capital Group, Inc. ("Knight") pursuant to the merger of Knight Acquisition Corp., a wholly-owned subsidiary of KCG Holdings, Inc. ("KCG"), with and into Knight. In the merger, Knight shareholders had the right to elect either one-third of a share of KCG common stock or $3.75 (subject to proration), with fractional shares paid in cash. This number is estimated based on a cash election proration percentage of 71.1%. The adjustment proration and reallocation calculations provided for in the merger agreement have not been finally completed as of the date of this report. Thus, it is not possible to determine the exact number of KCG shares to be received by Mr. Bisgay pursuant to the merger agreement. Once the exact number of shares is determined, Mr. Bisgay will file an amendment to this report including the number of KCG shares received by him as merger consideration, if necessary.

2. Includes 24,658 shares received as a result of Knight restricted stock units that vested upon the closing of the merger. The exchange ratio in the merger for stock consideration was one-third of a share of KCG common stock for each share of Knight common stock. These KCG restricted stock units have the same terms and conditions as the original Knight restricted stock units.

3. Acquired in exchange for options of Knight pursuant to the merger agreement. Each KCG stock option has the same terms as the Knight stock option, except the excercise price was multiplied by three (rounded up to the nearest cent) and the number of shares was divided by three (round down to the nearest share).

	/s/ Andrew M. Greenstein as attorney in fact for Steven Bisgay	07/03/2013
	** 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).
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