0001144204-14-016064.txt : 20140317 0001144204-14-016064.hdr.sgml : 20140317 20140317145502 ACCESSION NUMBER: 0001144204-14-016064 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140317 DATE AS OF CHANGE: 20140317 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86045 FILM NUMBER: 14697252 BUSINESS ADDRESS: STREET 1: 55 WATER ST. STREET 2: FL 50 CITY: NEW YORK STATE: NY ZIP: 10041 BUSINESS PHONE: 6464322241 MAIL ADDRESS: STREET 1: 55 WATER ST. STREET 2: FL 50 CITY: NEW YORK STATE: NY ZIP: 10041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROMERSA MICHAEL CENTRAL INDEX KEY: 0001539516 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1 BROAD STREET STREET 2: APT 1G CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D/A 1 v371926_sc13da.htm FORM SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

FXCM Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

302693 106

(CUSIP Number)

 

David S. Sassoon

c/o FXCM, Inc.

55 Water Street, New York, NY 10041

(646) 432-2986

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 13, 2014

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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).

 

 
 

 

         
CUSIP No. 302693 106   13D   Page 2 of 4 Pages
                                 

 

         
1.   NAMES OF REPORTING PERSONS

Michael Romersa 		   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
OO		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States		    

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
5,000,000
  8.   SHARED VOTING POWER
 
0
  9.   SOLE DISPOSITIVE POWER
 
5,000,000
  10.   SHARED DISPOSITIVE POWER
 
0

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,000,000		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%		    
14.   TYPE OF REPORTING PERSON (see instructions)

IN		    

 

 
 

 

CUSIP No. 302693 106   13D   Page 3 of 4 Pages
         
         

 

Item 5.  Interest in Securities of the Issuer.

 

Item 5 is hereby amended as restated in its entirety as follows:

 

The ownership percentages set forth below are based on 45,752,292 shares of the Issuer’s Class A Common Stock outstanding as of March 12, 2014 as set forth in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 17, 2014, plus the number of shares of Class A Common Stock that may be received upon exchange of units of FXCM Holdings beneficially owned by the Reporting Person.

 

(a)  Mr. Romersa beneficially owns a total of 5,000,000 shares of Class A Common Stock (based on the number of shares of Class A Common Stock that may be received in exchange of units of FXCM Holdings), representing 9.9% of the total number of shares of Class A Common Stock outstanding.

 

(b) The Reporting Person has and will have the sole power to vote and dispose of the shares of the Class A Common Stock that he beneficially owns.

 

(c)  Other than the transactions set forth below, there have been no transactions in shares of Class A Common Stock by the Reporting Person in the past 60 days other than those previously reported in the Statement.

 

Date Nature of Transaction Number of Shares of Class A Common Stock Acquired or (Sold) Weighted Average Price per Share
March 10, 2014 Open Market Sale (155,900) $16.069
March 11. 2014 Open Market Sale (109,698) $15.578
March 12, 2014 Open Market Sale (115,000) $15.568
March 13, 2014 Open Market Sale (175,132) $15.944
March 14, 2014 Open Market Sale (344,270) $16.011

 

(d)  Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Person’s securities.

 

(e)  Not applicable.

 

 
 

 

 

         
CUSIP No. 302693 106   13D   Page 4 of 4 Pages
         

 

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.

 

Date: March 17, 2014

 

MICHAEL ROMERSA
 
 
/s/ David S. Sassoon
David S. Sassoon, Attorney-in-Fact