SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

KCG Holdings, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

48244B 100

(CUSIP Number of Class of Securities)

John McCarthy, Esq.

KCG Holdings, Inc.

545 Washington Boulevard

Jersey City, New Jersey 07310

(201) 222-9400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Robert W. Reeder, Esq.

Jared M. Fishman, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing persons)

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$330,000,000	$38,346

* Calculated only for purposes of determining the amount of the filing fee. This amount is based on the offer to purchase up to $330,000,000 of the Class A Common Stock, par value $0.01 per share, of KCG Holdings, Inc.

** The amount of the filing fee, calculated in accordance with Rule 0–11 under the Securities Exchange Act of 1934, as amended, equals $116.20 per million dollars of the value of the transaction.

x  Check the box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $38,346	Filing Party: KCG Holdings, Inc.
Form or Registration No.: 005-87533	Date Filed: May 4, 2015

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨  third-party tender offer subject to Rule 14d-1.

x  issuer tender offer subject to Rule 13e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by KCG Holdings, Inc., a Delaware corporation (the “Company”), on May 4, 2015 and amended by Amendment No. 1 on May 12, 2015 and Amendment No. 2 on June 3, 2015 (the “Schedule TO”), pursuant to Rule 13e–4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to purchase for cash up to $330,000,000 of shares of its Class A Common Stock, par value $0.01 per share (the “Shares”), at a price not greater than $14.00 nor less than $13.50 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated May 4, 2015, and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).

This Amendment No. 3 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 3 by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Item 5 of the Schedule TO is hereby amended and supplemented by adding the following paragraphs at the end thereof:

At the 2015 Annual Meeting, our stockholders approved the 2015 Equity Incentive Plan, which is now effective.

Items 1.01, 1.02, 2.03 and 3.03 of the Company’s Current Report on Form 8-K filed on June 9, 2015 are incorporated herein by reference.

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

On June 9, 2015, the Company issued a press release announcing the final results of the Offer, a copy of which is filed as Exhibit (a)(5)(G) to the Schedule TO and is incorporated herein by reference.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(G) Press Release issued by the Company on June 9, 2015.

Item 12 of the Schedule TO is hereby amended and supplemented by deleting Exhibit (d)(23), renumbering Exhibit (d)(24) as Exhibit (d)(23) and replacing Exhibits (d)(16) and (d)(22) with the following exhibits:

(d)(16)

KCG Holdings, Inc. Amended and Restated Equity Incentive Plan - Incorporated herein by reference to Exhibit A of the Company’s Proxy Statement on Schedule 14A filed on April 2, 2015.

(d)(22)

Credit Agreement, dated June 5, 2015, by and among KCG Americas LLC, as borrower, the Company, as guarantor, the lenders from time to time party thereto, BMO Harris Bank N.A., as administrative agent and collateral agent, Bank of America, N.A., as syndication agent, and BMO Capital Markets and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book runners - Incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K Current Report filed on June 9, 2015.

SIGNATURES

After due 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.

KCG HOLDINGS, INC.
By:	/s/ John McCarthy
Name:	John McCarthy
Title:	General Counsel

Date: June 9, 2015

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated May 4, 2015.*
(a)(1)(B)	Letter of Transmittal (including IRS Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Form of Summary Advertisement.*
(a)(5)(A)	Press Release issued by the Company on May 1, 2015.*
(a)(5)(B)	Earnings Presentation of the Company, dated May 1, 2015.*
(a)(5)(C)	Transcript of the Earnings Conference Call of the Company on May 1, 2015.*
(a)(5)(D)	Press Release issued by the Company on May 12, 2015, providing specified pro forma financial information.*
(a)(5)(E)	Press Release issued by the Company on June 3, 2015.*
(a)(5)(F)	Slide Presentation of the Company, dated June 3, 2015.*
(a)(5)(G)	Press Release issued by the Company on June 9, 2015.
(d)(1)	Registration Rights Agreement dated July 1, 2013, among the Company, Daniel V. Tierney 2011 Trust, Serenity Investments, LLC and GA-GTCO Interholdco, LLC - Incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8-K Current Report filed on July 1, 2013.
(d)(2)	Warrant Agreement, dated July 1, 2013, between the Company and Computershare Shareowner Services LLC - Incorporated herein by reference to Exhibit 4.3 of the Company’s Form 8-K Current Report filed on July 1, 2013.
(d)(3)	Form of Class A Warrant Certificate - Included in Exhibit (d)(2).
(d)(4)	Form of Class B Warrant Certificate - Included in Exhibit (d)(2).
(d)(5)	Form of Class C Warrant Certificate - Included in Exhibit (d)(2).
(d)(6)	Indenture, dated March 13, 2015, among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and collateral agent - Incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K Current Report filed on March 16, 2015.
(d)(7)	Employment Agreement between the Company and Daniel Coleman - Incorporated herein by reference to Exhibit 10.4 of the Company’s Form 8-K Current Report filed on July 1, 2013.
(d)(8)	Form of Employment Agreement - Incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K Current Report filed on August 9, 2013.

Exhibit Number	Description
(d)(9)	Term Schedule to Employment Agreement between the Company and John McCarthy - Incorporated herein by reference to Exhibit 10.4 of the Company’s Form 8-K Current Report filed on August 9, 2013.
(d)(10)	Term Schedule to Employment Agreement between the Company and Nick Ogurtsov - Incorporated herein by reference to Exhibit 10.5 of the Company’s Form 8-K Current Report filed on August 9, 2013.
(d)(11)	Revised Term Schedule to Employment Agreement between the Company and Jonathan Ross - Incorporated herein by reference to Exhibit 10.1 of the Company’s Form 10-Q Quarterly Report filed on November 12, 2013.
(d)(12)	Term Schedule to Employment Agreement between the Company and Ryan Primmer - Incorporated herein by reference to Exhibit 10.9 of the Company’s Form 10-K Annual Report filed on March 3 2014.
(d)(13)	Term Schedule to Employment Agreement between the Company and Gregory Tusar - Incorporated herein by reference to Exhibit 10.10 of the Company’s Form 10-K Annual Report filed on March 3, 2014.
(d)(14)	Term Schedule to Employment Agreement between the Company and Steffan Parratt - Incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K Current Report filed on January 6, 2015.
(d)(15)	Employment Agreement between KCG Europe Limited and Philip Allison - Incorporated herein by reference to Exhibit 10.12 of the Company’s Form 10-K Annual Report filed on March 2, 2015.
(d)(16)	KCG Holdings, Inc. Amended and Restated Equity Incentive Plan - Incorporated herein by reference to Exhibit A of the Company’s Proxy Statement on Schedule 14A filed on April 2, 2015.
(d)(17)	KCG Holdings, Inc. Amended and Restated Executive Incentive Plan - Incorporated herein by reference to Exhibit A of the Company’s Proxy Statement on Schedule 14A filed on April 3, 2014.
(d)(18)	KCG Holdings, Inc. Amended and Restated Equity Incentive Plan Form of Restricted Stock Unit Agreement - Incorporated herein by reference to Exhibit 10.8 of the Company’s Form 8-K Current Report filed on July 1, 2013.
(d)(19)	KCG Holdings, Inc. Amended and Restated Equity Incentive Plan Form of Employee Stock Option Agreement - Incorporated herein by reference to Exhibit 10.9 of the Company’s Form 8-K Current Report filed on July 1, 2013.
(d)(20)	KCG Holdings, Inc. Amended and Restated Equity Incentive Plan Form of Employee Stock Appreciation Right Agreement - Incorporated herein by reference to Exhibit 10.10 of the Company’s Form 8-K Current Report filed on July 1, 2013.
(d)(21)	KCG Holdings, Inc. Compensation Recoupment Policy - Incorporated herein by reference to Exhibit 10.16 of the Company’s Form 8-K Current Report filed on July 1, 2013.
(d)(22)	Credit Agreement, dated June 5, 2015, by and among KCG Americas LLC, as borrower, the Company, as guarantor, the lenders from time to time party thereto, BMO Harris Bank N.A., as administrative agent and collateral agent, Bank of America, N.A., as syndication agent, and BMO Capital Markets and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book runners - Incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K Current Report filed on June 9, 2015.
(d)(23)	Security Agreement, dated March 13, 2015 among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and collateral agent - Incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K Current Report filed on March 16, 2015.

* Previously filed.

EX-99.A5G

Exhibit (a)(5)(G)

  KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free   www.kcg.com

KCG ANNOUNCES FINAL RESULTS OF ITS

“MODIFIED DUTCH AUCTION” TENDER OFFER

KCG repurchases 23.6 million shares of Class A Common Stock at $14.00 per share

JERSEY CITY, New Jersey – June 9, 2015 – KCG Holdings, Inc. (NYSE: KCG) today announced the final results of its “modified Dutch auction” tender offer, which expired on June 2, 2015 at 5:00 p.m., New York City time.

Based on the final count by Computershare, the depositary for the tender offer, KCG accepted for purchase 23,571,428 shares of KCG’s Class A Common Stock at a purchase price of $14.00 per share, for a total cost of approximately $330 million, excluding fees and expenses related to the tender offer. The repurchased shares represent approximately 22% of KCG’s Class A Common Stock outstanding excluding restricted stock units as of May 7, 2015.

The tender offer was oversubscribed. Pursuant to the terms of the tender offer, shares were accepted on a pro rata basis, except for tenders of odd lots, which were accepted in full, for a total cost of approximately $330 million, excluding fees and expenses related to the tender offer. KCG has been informed by the depositary that the proration factor for the tender offer, after giving effect to the priority of odd lots, is approximately 29.1%. The depositary will promptly pay for the shares accepted for purchase and will return all other shares tendered.

Merrill Lynch, Pierce, Fenner & Smith Incorporated served as the dealer manager for the tender offer. Georgeson Inc. was the information agent for the tender offer. All inquiries about the tender offer should be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (888) 803-9655 or Georgeson Inc. toll-free at (888) 680-1525.

About KCG

KCG is a leading independent securities firm offering investors and clients a range of services designed to address trading needs across asset classes, product types and time zones. The firm combines advanced technology with exceptional client service across market making, agency execution and venues. KCG has multiple access points to trade global equities, fixed income, currencies and commodities via voice or automated execution. www.kcg.com

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These “forward-looking statements” are not historical facts and are based on current expectations, estimates and projections about KCG’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Any forward-looking statement contained herein speaks only as of the date on which it is made. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict including, without limitation, risks associated with: (i) the strategic business combination (the “Mergers”) of Knight Capital

Group, Inc. (“Knight”) and GETCO Holding Company, LLC (“GETCO”), including, among other things, (a) difficulties and delays in integrating the Knight and GETCO businesses or fully realizing cost savings and other benefits, (b) the inability to sustain revenue and earnings growth, and (c) customer and client reactions to the Mergers; (ii) the August 1, 2012 technology issue that resulted in Knight’s broker-dealer subsidiary sending numerous erroneous orders in NYSE-listed and NYSE Arca securities into the market and the impact to Knight’s business as well as actions taken in response thereto and consequences thereof; (iii) the sales of KCG’s reverse mortgage origination and securitization business, KCG’s futures commission merchant and KCG Hotspot; (iv) changes in market structure, legislative, regulatory or financial reporting rules, including the increased focus by regulators, the New York Attorney General, Congress and the media on market structure issues, and in particular, the scrutiny of high frequency trading, alternative trading systems, market fragmentation, colocation, access to market data feeds, and remuneration arrangements such as payment for order flow and exchange fee structures; (v) past or future changes to KCG’s organizational structure and management; (vi) KCG’s ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by KCG’s customers and potential customers; (vii) KCG’s ability to keep up with technological changes; (viii) KCG’s ability to effectively identify and manage market risk, operational and technology risk, legal risk, liquidity risk, reputational risk, counterparty and credit risk, international risk, regulatory risk, and compliance risk; (ix) the cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; and (x) the effects of increased competition and KCG’s ability to maintain and expand market share. The list above is not exhaustive. Readers should carefully review the risks and uncertainties disclosed in KCG’s reports with the SEC, including, without limitation, those detailed under “Risk Factors” in KCG’s Annual Report on Form 10-K for the year-ended December 31, 2014, Quarterly Report on Form 10-Q for the quarter-ended March 31, 2015, and other reports or documents KCG files with, or furnishes to, the SEC from time to time.

CONTACTS

Sophie Sohn	Jonathan Mairs
Communications & Marketing	Investor Relations
312-931-2299	201-356-1529
media@kcg.com	jmairs@kcg.com