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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KNIGHT CAPITAL GROUP, INC. [ KCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/15/2010 | J(1) | 400,000 | D | $0 | 41,759 | D | |||
Class A Common Stock | 06/15/2010 | J(1) | 400,000 | A | $0 | 400,000 | I | By Joyce Family 2010 GRAT | ||
Class A Common Stock | 08/20/2010 | J(2) | 123,939 | D | $0 | 76,061 | I | By Joyce Family 2009 GRAT | ||
Class A Common Stock | 08/20/2010 | J(2) | 123,939 | A | $0 | 165,698 | D | |||
Class A Common Stock | 11/16/2010 | M | 50,000 | A | $9.84 | 215,698 | D | |||
Class A Common Stock | 11/16/2010 | S(3) | 50,000 | D | $13.844(4) | 165,698 | D | |||
Class A Common Stock | 11/17/2010 | M | 50,000 | A | $9.84 | 215,698 | D | |||
Class A Common Stock | 11/17/2010 | S(3) | 50,000 | D | $13.527(5) | 165,698 | D | |||
Restricted Stock Units (Previously Reported) | 711,145 | D | ||||||||
Restricted Class A Common Stock (Previously Reported) | 57,884 | D | ||||||||
Class A Common Stock (Previously Reported) | 200,000 | I | By Joyce Family 2009 GRAT II | |||||||
Class A Common Stock (Previously Reported) | 34,695 | I | By Trust for Children |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $9.84 | 11/16/2010 | M | 50,000 | 01/01/2009 | 01/01/2011 | Class A Common Stock | 50,000 | $9.84 | 1,613,630 | D | ||||
Stock Option (Right to Buy) | $9.84 | 11/17/2010 | M | 50,000 | 01/01/2009 | 01/01/2011 | Class A Common Stock | 50,000 | $9.84 | 1,563,630(6) | D |
Explanation of Responses: |
1. Effective June 15, 2010, 400,000 shares held directly by reporting person were contributed to a 2010 grantor retained annuity trust (Joyce Family 2010 GRAT), which did not require reporting at time of event. |
2. Represents distribution of shares from the Joyce Family 2009 GRAT to reporting person, effective August 20, 2010. Such transaction did not require reporting at time of event. |
3. Transactions executed in accordance with a previously established Rule 10b5-1 trading plan. Stock options exercised were previously reported and have an expiration date of January 1, 2011. |
4. Represents the sale of 50,000 shares in 15 separate transactions at prices ranging from $13.79 to $13.95 per share, resulting in a weighted average sale price per share of $13.844. Reporting person undertakes to provide the SEC, the Issuer, or security holder full information pertaining to the number of shares sold at each separate price. |
5. Represents the sale of 50,000 shares in 15 separate transactions at prices ranging from $13.46 to $13.73 per share, resulting in a weighted average sale price per share of $13.527. Reporting person undertakes to provide the SEC, the Issuer, or security holder full information pertaining to the number of shares sold at each separate price. |
6. Breakdown of aggregate number of derivative securities beneficially owned following reported transactions (which have different exercise and expiration dates): 563,630 options and 1,000,000 restricted stock units ("RSUs"). As previously reported, the RSUs reported in Table II of this filing vest based upon the stock price of the Issuer's Class A Common Stock reaching certain specified levels. |
/s/ Thomas M. Joyce | 11/18/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |