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): July 27, 2018
INTERACTIVE BROKERS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
001-33440 |
30-0390693 |
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(State or Other Jurisdiction |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
One Pickwick Plaza, Greenwich, CT 06830
(Address of Principal Executive Offices) (Zip Code)
(203) 618-5800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 8.01 Other Events.
Adoption of Rule 10b5-1 Trading Plans
IBG Holdings LLC (“Holdings”) has adopted trading plans effective July 27, 2018. Holdings owns shares of Class A common stock of Interactive Brokers Group, Inc. (“IBKR” or the “Company”) for the benefit of certain of its members, who include Thomas A.J. Frank, Executive Vice President of the Company, and certain employees of the Company and its subsidiaries. Thomas Peterffy, the Company’s Chairman and Chief Executive Officer, has voting control of Holdings, but has no economic interest in the shares to be sold under the plans. The plans are designed to comply with guidelines specified under Rule 10b5-1 of the Exchange Act.
The trading plans were adopted in order to allow Holdings to sell the shares of IBKR stock received pursuant to the Company’s purchase of IBG LLC shares from Holdings, as more fully described in the prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on July 27, 2018. Under the terms of the trading plans, Holdings intends to sell 1,537,727 shares of Class A common stock over time at prevailing market prices. The transactions will occur until the earlier of the date on which all shares are sold, the plans are terminated in accordance with their terms and Rule 10b5-1 of the Exchange Act or July 23, 2019 and will be disclosed publicly in accordance with applicable securities laws, rules and regulations through appropriate filings with the SEC, as applicable. Holdings and its members will have no control over the stock sales under the trading plans.
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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 hereunto duly authorized.
Dated: July 31, 2018
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INTERACTIVE BROKERS GROUP, INC. |
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By: |
/s/ Paul J. Brody |
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Name: |
Paul J. Brody |
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Title: |
Chief Financial Officer, Treasurer |