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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Felix 2011 Acquisition Sub, Inc. PACIFIC CENTURY PLACE, MARUNOUCHI 19F 1-11-1 MARUNOUCHI, CHIYODA-KU TOKYO, M0 100-6219 |
 |  X |  |  |
| MONEX GROUP, INC. PACIFIC CENTURY PLACE, MARUNOUCHI 19F 1-11-1 MARUNOUCHI, CHIYODA-KU TOKYO, M0 100-6219 |
 |  X |  |  |
| /s/ Takashi Oyagi, President of Felix 2011 Acquisition Sub, Inc. | 06/16/2011 | |
| **Signature of Reporting Person | Date | |
| /s/ Takashi Oyagi, CSO, Executive Director and General Manager of Monex Group, Inc. | 06/16/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Agreement and Plan of Merger, dated as of April 20, 2011 (the "Merger Agreement"), among Monex Group, Inc. ("Monex"), Felix 2011 Acquisition Sub, Inc. ("Purchaser"), a wholly-owned direct subsidiary of Monex, and TradeStation Group, Inc. ("TradeStation"), on May 10, 2011, Purchaser commenced a tender offer (the "Offer") to purchase all issued and outstanding shares of common stock (the "Shares") of TradeStation at $9.75 per Share, in cash, net to the seller, without interest and subject to any required withholding taxes (the "Offer Price"). (Continued on footnote 2) |
| (2) | The Offer expired at 12:00 midnight, New York City time, at the end of the day on June 7, 2011. On June 8, 2011, Purchaser accepted for payment all Shares that were validly tendered and not properly withdrawn in connection with the Offer (an aggregate of 32,238,029 Shares (including Shares tendered pursuant to the guaranteed delivery procedures)). On June 8, 2011, Purchaser exercised the top-up option under the Merger Agreement to purchase on June 10, 2011, 12,369,184 newly-issued Shares at the Offer Price. Pursuant to the Merger Agreement, on June 10, 2011, Monex effected a merger (the "Merger") of Purchaser with and into TradeStation in accordance with Section 607.1104 of the Florida Business Corporation Act, effectively acquiring the remainder of the outstanding Shares at the Offer Price of $9.75 per Share. |
| (3) | The Shares were owned directly by Purchaser and were cancelled in connection with the Merger. The Shares may also be deemed to be indirectly beneficially owned by Monex. |