0001144204-12-003436.txt : 20120123 0001144204-12-003436.hdr.sgml : 20120123 20120123144732 ACCESSION NUMBER: 0001144204-12-003436 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120123 DATE AS OF CHANGE: 20120123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FXCM Inc. CENTRAL INDEX KEY: 0001499912 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 273268672 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86045 FILM NUMBER: 12539066 BUSINESS ADDRESS: STREET 1: 32 OLD SLIP CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 6464322241 MAIL ADDRESS: STREET 1: 32 OLD SLIP CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COWLEY Corp CENTRAL INDEX KEY: 0001539346 IRS NUMBER: 990362115 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 27 OLD GLOUCESTER STREET CITY: LONDON STATE: X0 ZIP: WC1N3AX BUSINESS PHONE: 44 20 8133 0960 MAIL ADDRESS: STREET 1: 27 OLD GLOUCESTER STREET CITY: LONDON STATE: X0 ZIP: WC1N3AX SC 13G 1 v245838_sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. [  ])*
 
FXCM INC.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
302693106
(CUSIP Number)
 
October 8, 2011
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
  
 
 
Page 1
 
 
CUSIP No. 302693106
13G
Page 2 of [  ] Pages
   
1.
Name of Reporting Persons:  Cowley Corporation
   
2.
Check the Appropriate Box if a Member of a Group
(a)  ¨
(b)  x
3.
SEC Use Only
  
4.
Citizenship or Place of Organization:  Delaware
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
Sole Voting Power:  1,689,188
6.
Shared Voting Power:  0
7.
Sole Dispositive Power: 1,689,188
8.
Shared Dispositive Power:  0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  1,689,188
  
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
¨
   
11.
Percent of Class Represented by Amount in Row (9):  9.9%
  
12.
T ype of Reporting Person (See Instructions):  CO

 
 
 
 
Item 1.
(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.
   
Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office
Item 2(c).
Citizenship
   
 
This Schedule 13G is being filed by Cowley Corporation, 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.
   
Item 2(d).
Title of Class of Securities:
   
 
Class A common stock (the “Common Stock”)
   
Item 2(e).
CUSIP Number:  302693106
   
Item 3.
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.

Item 4.
Ownership.
   
 
(a) Amount beneficially owned:
   
 
The Reporting Person directly owns 1,689,188 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 1,689,188 shares of Class A Common Stock.
 
 
 
 

 
(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 9.9% 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:
 
1,689,188
 
(ii) Shared power to vote or to direct the vote:
 
0
 
(iii) Sole power to dispose or to direct the disposition of:
 
1,689,188                      
 
 (iv) Shared power to dispose or to direct the disposition of:
 
0
   
Item 5.
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:  ¨
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not Applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
Not Applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not Applicable.
 
 
 
 
 
Item 10.
Certification.
  
The Reporting Person hereby makes the following certification:

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  January 23, 2012
 
 
COWLEY CORPORATION
   
 
/s/ Giles Elliott
 
Name: Giles Elliott   
 
Title: Director