CUSIP No. 302693106
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13G
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Page 2 of [ ] Pages
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1.
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Name of Reporting Persons: Blue FX Holdings Corp.
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2.
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Check the Appropriate Box if a Member of a Group
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(a) ¨
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(b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 2,064,563
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 2,064,563
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 2,064,563
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9): 11.8%
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12.
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Type of Reporting Person (See Instructions): CO
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Item 1.
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(a). Name of Issuer
This Statement on Schedule 13G (this “Schedule 13G”) relates to the Class A common stock (“Class A Common Stock”) of FXCM Inc., a Delaware corporation (the “Issuer”).
(b). Address of Issuer’s Principal Executive Offices:
The principal executive offices of the Issuer are located at 32 Old Slip, New York, NY 10005.
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Item 2(a).
Item 2(b).
Item 2(c).
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Name of Person Filing
Address of Principal Business Office
Citizenship
This Schedule 13G is being filed by Blue FX Holding Corp., a Delaware corporation (the “Reporting Person”)
The address of the principal business office of the Reporting Person is Bareland Farms, Bell Yew Green, Tunbridge Wells, Kent UK TN3 9BD.
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Item 2(d).
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Title of Class of Securities:
Class A common stock (the “Common Stock”)
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Item 2(e).
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CUSIP Number: 302693106
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
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Item 4. | Ownership.
(a) Amount beneficially owned:
The Reporting Person directly owns 2,064,563 units of FXCM Holdings LLC (“FXCM Holdings”).
Pursuant to an exchange agreement entered into in December 2010 (the “Exchange Agreement”), the Reporting Person (and certain permitted transferees) may, from and after December 7, 2011 (subject to the terms of the Exchange Agreement), exchange their units of FXCM Holdings for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. As a holder exchanges its units of FXCM Holdings, the Issuer's interest in FXCM Holdings will be correspondingly increased.
As a result of the Exchange Agreement, the Reporting Person may be deemed to have acquired beneficial ownership of the securities reported herein on October 8, 2011, which is 60 days prior to December 7, 2011, and, as of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 2,064,563 shares of Class A Common Stock.
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(b) Percent of class:
The ownership percentage set forth below is based on 15,368,028 shares of the Issuer’s Class A Common Stock outstanding as of November 14, 2011 as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2011.
As a result of the Exchange Agreement, as of the date hereof, the Reporting Person may be deemed to beneficially own shares of Class A Common Stock representing 11.8% of the total number of shares of Class A Common Stock outstanding.
(c) Number of Shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
2,064,563
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2,064,563
(iv) Shared power to dispose or to direct the disposition of:
0
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Item 5.
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Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
Not Applicable.
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Item 10.
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Certification.
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BLUE FX HOLDINGS CORP.
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/s/ Giles Elliott
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Name: Giles Elliott
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Title: Director
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