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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KERN RENE M (Last) (First) (Middle) C/O GENERAL ATLANTIC SERVICE CO., LLC 55 E. 52ND ST., 32ND FL. (Street) NEW YORK NY 10055 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01 per share	07/01/2013		A		28,493,943	A	(1)(2)	28,493,943	I	See footnotes(3)(4)(5)

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
Class A Warrants	$12	07/01/2013		A		2,698,228		07/01/2013	07/01/2017	Class A Common Stock	2,698,228	(1)(2)	2,698,228	I	See footnotes(3)(4)(5)
Class B Warrants	$13.5	07/01/2013		A		2,698,228		07/01/2013	07/01/2018	Class A Common Stock	2,698,228	(1)(2)	2,698,228	I	See footnotes(3)(4)(5)
Class C Warrants	$15	07/01/2013		A		2,698,227		07/01/2013	07/01/2019	Class A Common Stock	2,698,227	(1)(2)	2,698,227	I	See footnotes(3)(4)(5)

Explanation of Responses:

1. 23,605,054 shares of the issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), were received by GA-GTCO Interholdco, LLC, a Delaware limited liability company ("GA-GTCO Interholdco"), together with 2,698,228 of the issuer's Class A Warrants (the "Class A Warrants"), 2,698,228 of the issuer's Class B Warrants (the "Class B Warrants") and 2,698,227 of the issuer's Class C Warrants (the "Class C Warrants" and, together with the Class A Warrants and Class B Warrants, the "Warrants") received by GA-GTCO Interholdco, in exchange for 2,857,491 units of GETCO Holding Company, LLC ("GETCO") in connection with the merger of GA-GTCO, LLC, a unitholder of GETCO, with and into GA-GTCO Acquisition, LLC, a wholly-owned subsidiary of KCG Holdings, Inc. (the "GA-GTCO Merger"). (cont'd in footnote 2)

2. (cont'd from footnote 1) In addition, GA-GTCO Interholdco received 4,888,889 shares of Class A Common Stock in exchange for 591,820 units of GETCO in connection with an equity financing to GETCO that took place immediately prior to the consummation of the GA-GTCO Merger.

3. Owned by GA-GTCO Interholdco.

4. The members of GA-GTCO Interholdco are General Atlantic Partners 83, L.P., a Delaware limited partnership ("GAP 83"), General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), GA-GTCO US AIV, L.P., a Delaware limited partnership ("GA US AIV"), GA-GTCO AIV, L.P., a Delaware limited partnership ("GA AIV"), GAP-W, LLC, a Delaware limited liability company ("GAP-W"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), and GapStar, LLC, a Delaware limited liability company ("GapStar" and, together with GAP 83, GAP 93, GA US AIV, GA AIV, GAP-W, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"). The general partner of GAP 83, GAP 93, GAP US AIV and GAP AIV is General Atlantic GenPar, L.P. ("GenPar"). GenPar is also the manager of GAP-W. The general partner of GenPar is (cont'd in footnote 5)

5. (cont'd from footnote 4) General Atlantic LLC ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. While GA LLC and GenPar may be deemed to beneficially own all of the Class A Common Stock and Warrants reported herein, each disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein. Certain managing directors of GA LLC are the members of GapStar. The managing directors of GA LLC may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, and voting and disposition decisions are made by a portfolio committee of GA LLC comprised of certain of the managing directors and officers of GA LLC. All individuals, including Mr. Kern, disclaim beneficial ownership of the Class A Common Stock and Warrants owned by GA-GTCO Interholdco except to the extent of their respective pecuniary interest therein. Mr. Kern is a managing director of GA LLC.

	/s/ Rene M. Kern	07/03/2013
	** Signature of Reporting Person	Date
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