0000950142-15-001415.txt : 20150610 0000950142-15-001415.hdr.sgml : 20150610 20150610211854 ACCESSION NUMBER: 0000950142-15-001415 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150608 FILED AS OF DATE: 20150610 DATE AS OF CHANGE: 20150610 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KCG Holdings, Inc. CENTRAL INDEX KEY: 0001569391 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 545 WASHINGTON BOULEVARD CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 201-222-9400 MAIL ADDRESS: STREET 1: 545 WASHINGTON BOULEVARD CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: Knight Holdco, Inc. DATE OF NAME CHANGE: 20130211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAPSTAR LLC CENTRAL INDEX KEY: 0001187382 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 15924686 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICK STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298600 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE CO., LLC STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP Coinvestments CDA, L.P. CENTRAL INDEX KEY: 0001356474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 15924687 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE CO., LLC STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 203-629-8600 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE CO., LLC STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 4 1 es1500830_4-kcg.xml OWNERSHIP DOCUMENT X0306 4 2015-06-08 0 0001569391 KCG Holdings, Inc. KCG 0001356474 GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001187382 GAPSTAR LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks Class A Common Stock, par value $0.01 per share 2015-06-08 4 S 0 11325 14 D 27625 I Owned by GA-GTCO Interholdco, LLC Class A Common Stock, par value $0.01 per share 2015-06-08 4 S 0 95151 14 D 232098 I Owned by GA-GTCO Interholdco, LLC Represents shares tendered by GAP Coinvestments CDA, L.P., a Delaware limited partnership, and accepted for purchase by KCG Holdings, Inc. ("KCG") in the tender offer commenced by KCG on May 4, 2015 (the final results of which were announced by KCG on June 9, 2015). See Notes 3-7 for more information. Represents shares tendered by GapStar, LLC, a Delaware limited liability company, and accepted for purchase by KCG Holdings, Inc. ("KCG") in the tender offer commenced by KCG on May 4, 2015 (the final results of which were announced by KCG on June 9, 2015). See Notes 3-7 for more information. GA-GTCO Interholdco, a Delaware limited liability company ("GA-GTCO Interholdco"), is the direct record holder of 20,209,027 shares of the issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). General Atlantic Partners 83, L.P., a Delaware limited partnership ("GAP 83"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 5,907,975 shares of Class A Common Stock held by GA-GTCO Interholdco; General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 2,950,493 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO US AIV, L.P., a Delaware limited partnership ("GA US AIV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 3,231,037 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO AIV, L.P., a Delaware limited partnership ("GA AIV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 1,883,976 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 5) (cont'd from footnote 4) GAP-W, LLC, a Delaware limited liability company ("GAP-W"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 4,185,409 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 1,445,841 shares of Common Stock held by GA-GTCO Interholdco; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 344,573 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 27,625 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 6) (cont'd from footnote 5) and GapStar, LLC, a Delaware limited liability company ("GapStar" and, together with GAP 83, GAP 93, GA US AIV, GA AIV, GAP-W, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 232,098 shares of Class A Common Stock held by GA-GTCO Interholdco. The general partner of GAP 83, GAP 93, GAP US AIV and GAP AIV is General Atlantic GenPar, L.P. ("GenPar"). GenPar is also the manager of GAP-W. The general partner of GenPar is General Atlantic LLC ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. While GA LLC and GenPar may be deemed to beneficially own all of the Class A Common Stock and Warrants reported as beneficially owned by the reporting persons herein, each disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein. Certain managing directors of GA LLC are the members of GapStar. (cont'd in footnote 8) (cont'd from footnote 7) The managing directors of GA LLC may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, and voting and disposition decisions are made by a portfolio committee of GA LLC comprised of certain of the managing directors and officers of GA LLC. All individuals disclaim beneficial ownership of the securities owned by GA-GTCO Interholdco, except to the extent of their respective pecuniary interest therein. (1) Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. (2) This Form 4 is a continuation of the Form 4 filed by GA-GTCO Interholdco, LLC, General Atlantic LLC, General Atlantic GenPar, L.P., General Atlantic Partners 83, L.P., General Atlantic Partners 93, L.P., GA-GTCO US AIV, L.P. GA-GTCO AIV, L.P., GAP-W, LLC, GAP Coinvestments III, LLC and GAP Coinvestments IV, LLC on June 10, 2015. /s/ Thomas J. Murphy 2015-06-10 /s/ Thomas J. Murphy 2015-06-10