0001193125-14-083466.txt : 20140305 0001193125-14-083466.hdr.sgml : 20140305 20140305085514 ACCESSION NUMBER: 0001193125-14-083466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140303 ITEM INFORMATION: Other Events FILED AS OF DATE: 20140305 DATE AS OF CHANGE: 20140305 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 14667511 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 8-K 1 d686549d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2014

 

 

KCG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   000-54991   38-3898306

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

545 Washington Boulevard, Jersey City, NJ 07310

(Address of principal executive offices) (Zip Code)

(201) 222-9400

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

In connection with private sales of 3,000,000 shares of Class A common stock, par value $0.01 per share (“Common Stock”) of KCG Holdings, Inc. (the “Company”) by each of Serenity Investments, LLC (“Serenity”) and the Daniel V. Tierney 2011 Trust (the “Trust”) to Jefferies LLC, which, together with its affiliates, holds greater than 10% of the outstanding shares of Common Stock of the Company, on March 3, 2014, Serenity and the Trust each terminated their previously disclosed pre-arranged stock trading plans adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934. Serenity is controlled by Stephen Schuler, a member of the board of directors of the Company. Daniel Tierney, a member of the board of directors of the Company, is the settlor and sole beneficiary of the Trust.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned’s duly authorized signatory.

Dated: March 5, 2014

 

KCG HOLDINGS, INC.
By:  

 /s/ John McCarthy

Name:   John McCarthy
Title:   General Counsel and Corporate Secretary