0001140361-12-005053.txt : 20120202 0001140361-12-005053.hdr.sgml : 20120202 20120202164632 ACCESSION NUMBER: 0001140361-12-005053 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120131 FILED AS OF DATE: 20120202 DATE AS OF CHANGE: 20120202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FXCM Inc. CENTRAL INDEX KEY: 0001499912 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 273268672 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 32 OLD SLIP CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 6464322241 MAIL ADDRESS: STREET 1: 32 OLD SLIP CITY: NEW YORK STATE: NY ZIP: 10005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34986 FILM NUMBER: 12566463 BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 4 1 doc1.xml FORM 4 X0304 4 2012-01-31 0 0001499912 FXCM Inc. FXCM 0000806085 LEHMAN BROTHERS HOLDINGS INC 1271 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 Class A Common Stock 2012-01-31 4 C 0 4889997 A 4889997 D Class B Common Stock 2012-01-31 4 J 0 1 D 0 D Units of FXCM Holdings LLC 2012-01-31 4 C 0 4889997 D Class A Common Stock 4889997 0 D Pursuant to the terms of the Exchange Agreement dated December 1, 2010 (the "Exchange Agreement"), Units of FXCM Holdings LLC are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis from and after December 1, 2011, which is the first anniversary of the closing of the Issuer's initial public offering. The foregoing exchange right does not expire. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, upon the exchange of all of the Units of FXCM Holdings LLC owned by the Reporting Person for shares of Class A Common Stock pursuant to the terms of the Exchange Agreement, automatically and without any further action on the part of the Issuer or the Reporting Person, the share of Class B Common Stock owned by the Reporting Person was transferred to the Issuer and retired. Other than the shares of Class A Common Stock being reported as directly owned herein by the Reporting Person, the Reporting Person is unable to confirm whether or not it is the beneficial owner of any additional shares of the Issuer's Class A Common Stock that may or may not be actually owned by any of the Reporting Person's other affiliates. On September 15, 2008, the Reporting Person, and at later dates a number of its affiliates, filed voluntary petitions for relief under Chapter 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") in a jointly administered proceeding captioned In re Lehman Brothers Holdings Inc., et. al. under Case No. 08-13555. On September 19, 2008, the Securities Investor Protection Corporation under the Securities Investor Protection Act of 1970, as amended ("SIPA") (Continuation of Footnote 3) - commenced a proceeding against Lehman Brothers Inc. ("LBI") in the United States District Court for the Southern District of New York (the "District Court") in the case captioned Securities Investors Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-8119 (GEL). On September 19, 2008, the District Court entered the Order Commencing Liquidation (the "LBI Liquidation Order") pursuant to the provisions of SIPA. The LBI Liquidation Order provided, among other things, the appointment of James W. Giddens as trustee for the SIPA liquidation of LBI and removed the proceeding to the Bankruptcy Court under Case No. 08-1420 (JMP) SIPA. The Reporting Person is unable to provide information on its beneficial ownership, if any, of the Issuer's Class A Common Stock primarily due to (1) the commencement of various administrative or civil rehabilitation proceedings of subsidiaries comprising significant parts of the Reporting Person's European and (Continuation of Footnote 4) Asian businesses, which have resulted in significant portions of the Reporting Person's securities trading records and systems being unavailable to, and non-accessible by, the Reporting Person, and (2) the sale since September 15, 2008 of significant businesses comprising the Reporting Person's historical business (the "Sale"). As a result of the Sale, and actions taken by certain creditors with respect to securities that had been pledged by the Reporting Person, or its affiliates, as collateral to those creditors, the Reporting Person cannot compile an accurate accounting of securities held. The Reporting Person is currently engaged in an expensive and time consuming process to reconcile discrepancies in information the Reporting Person has with respect to security holdings. Even with continued significant efforts and expense, the Reporting Person may not be able to provide a record of securities held. Not applicable. LEHMAN BROTHERS HOLDINGS INC. By:/s/ William J. Fox, Executive Vice President and CFO 2012-02-02