1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
IBG LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Connecticut | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
0 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.0%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
OO | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
IBG Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
AF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
0 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.0%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
OO
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Thomas Peterffy | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
AF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
0 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.0%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN
HC | |||||
Item 1. | Security and Issuer |
This Amendment No. 1 to Schedule 13D relates to the common stock, par value $.01 per share (the “Common Stock”), of TradeStation Group, Inc. a Florida corporation (the “Company”), whose principal executive offices are located at 8050 S.W. 10th Street, Suite 4000, Plantation, Florida 33324; this Amendment No. 1 is being filed to amend the Schedule 13D which was originally filed on November 4, 2010. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. |
Item 2. | Identity and Background |
(a) | (a) - (f) This statement is filed jointly by IBG LLC, a Connecticut limited liability company (“IBG LLC”), IBG Holdings LLC, a Delaware limited liability company (“IBG Holdings”) and Thomas Peterffy (the “Reporting Persons”). The principal business of IBG Holdings is to hold (i) the membership interests of IBG LLC, a company whose principal business, operated through its subsidiaries, is a global electronic market maker and broker, and (ii) the 100 outstanding shares of Class B Common Stock of Interactive Brokers Group, Inc., a Delaware corporation (“IBGI”). Thomas Peterffy is a citizen of the United States and is the Chairman, Chief Executive Officer and President of IBGI as well as the Managing Member of IBG Holdings. The business address of the Reporting Persons is One Pickwick Plaza, Greenwich, CT 06830.
As of the date of this statement, IBG Holdings holds a majority of the membership interests in IBG LLC. Thomas Peterffy beneficially holds a majority of the voting membership interests in IBG Holdings. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement is not to be construed as an admission that any such person is, for the purposes of Section 13(d) or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person. During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(b) | Please refer to item (a) above. |
(c) | Please refer to item (a) above. |
(d) | Please refer to item (a) above. |
(e) | Please refer to item (a) above. |
(f) | Please refer to item (a) above. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Item 4. |
Purpose
of Transaction
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | As a result of the completion of the tender offer by Monex Group, Inc. (“Monex”) for approximately 80.3% of the Company’s outstanding shares (the “Monex Tender Offer”), pursuant to which the Reporting Persons tendered 2,562,264 shares, as of the date of this Amendment No. 1, IBG LLC beneficially owned no Shares. As of the date of this
Amendment No. 1, IBG Holdings, in its capacity as the majority holder of membership interests in IBG LLC, beneficially owned no Shares. As of the date of this Amendment No. 1, Thomas Peterffy, in his capacity as the majority holder of the voting membership interests in IBG Holdings, beneficially owned no Shares. |
(b) | Prior to tendering the Shares, the Reporting Persons had sole power and shared power to vote or direct the vote or to dispose or direct the disposition of the Shares. |
(c) | Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons, is set forth on Exhibit 99.2 annexed hereto and incorporated herein by reference. |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
Please refer to Exhibit 99.2 | Please refer to Exhibit 99.2 | Please refer to Exhibit 99.2 |
(d) | Not applicable. |
(e) | The Reporting Persons ceased to be beneficial owners of 5% or more of the Company’s common stock upon the consummation of the Monex Tender Offer on June 8, 2011. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
None. |
Item 7. |
Material
to Be Filed as Exhibits
|
99.1 Joint Filing Agreement, dated as of June 13, 2010, by and among IBG LLC, IBG Holdings LLC and Thomas Peterffy.
99.2 Schedule of transactions for item 5(c). |
IBG LLC | |||
June 13, 2011 | By: |
/s/
Thomas Peterffy | |
President | |||
IBG HOLDINGS LLC | |||
June 13, 2011 | By: |
/s/
Thomas Peterffy | |
Managing Member | |||
June 13, 2011 | By: |
/s/
Thomas Peterffy | |
Dated: June 13, 2011
|
IBG LLC
By: /s/ Thomas Peterffy
Name: Thomas Peterffy
Title: President
|
Dated: June 13, 2011
|
IBG HOLDINGS LLC
By: /s/ Thomas Peterffy
Name: Thomas Peterffy
Title: Managing Member
|
Dated: June 13, 2011
|
By: /s/ Thomas Peterffy
Thomas Peterffy
|
TRANSACTION | SHARES OR | PRICE PER SHARE |
DATE | UNITS SOLD | OR UNIT |
03-JUN-11 | 949,396 | 9.75 |
06-JUN-11 | 1,604,968 | 9.75 |
07-JUN-11 | 6,000 | 9.75 |
10-JUN-11 | 1,900 | 9.75 |