0001140361-11-032646.txt : 20110613 0001140361-11-032646.hdr.sgml : 20110613 20110613163049 ACCESSION NUMBER: 0001140361-11-032646 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110613 DATE AS OF CHANGE: 20110613 GROUP MEMBERS: IBG HOLDINGS LLC GROUP MEMBERS: THOMAS PETERFFY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRADESTATION GROUP INC CENTRAL INDEX KEY: 0001111559 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 650977576 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60095 FILM NUMBER: 11908470 BUSINESS ADDRESS: STREET 1: 8050 SW 10TH STREET STREET 2: SUITE 4000 CITY: PLANTATION STATE: FL ZIP: 33324 BUSINESS PHONE: 954-652-7023 MAIL ADDRESS: STREET 1: 8050 SW 10TH STREET STREET 2: SUITE 4000 CITY: PLANTATION STATE: FL ZIP: 33324 FORMER COMPANY: FORMER CONFORMED NAME: ONLINETRADING COM GROUP INC DATE OF NAME CHANGE: 20000410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IBG LLC CENTRAL INDEX KEY: 0001395603 IRS NUMBER: 000000000 STATE OF INCORPORATION: CT FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 Pickwick Plaza CITY: Greenwich STATE: CT ZIP: 06830 BUSINESS PHONE: 2036185800 MAIL ADDRESS: STREET 1: 1 Pickwick Plaza CITY: Greenwich STATE: CT ZIP: 06830 SC 13D/A 1 doc1.htm Schedule 13D


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



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 01 )*

TRADESTATION GROUP INC

(Name of Issuer)


Common Stock, $0.01 par value per share

(Title of Class of Securities)


89267P105

(CUSIP Number)


Bradford Jacobowitz,  IBG LLC  One Pickwick Plaza  Greenwich,  CT  06830  Phone : (203) 618-5863

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


June 08, 2011

(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.    o

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).
 


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).
 

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.

 
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
 
   
 
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS exhibit99_1.htm
                                                                  Exhibit 99.1
JOINT FILING AGREEMENT
 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $.01 per share, of TradeStation Group, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
 

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
 

EX-99.2 3 misc2.htm MISCELLANEOUS EXHIBITS exhibit99_2.htm
                                                                                                       Exhibit 99.2
 
 
 
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