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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 16.32 | 07/01/2013 | D | 15,000 | (3) | 05/10/2017 | Common Stock | 15,000 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 17.03 | 07/01/2013 | D | 15,000 | (4) | 05/11/2016 | Common Stock | 15,000 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 7.98 | 07/01/2013 | D | 15,000 | (5) | 05/12/2015 | Common Stock | 15,000 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 11.07 | 07/01/2013 | D | 15,000 | (6) | 05/13/2014 | Common Stock | 15,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BOLSTER WILLIAM L C/O KNIGHT CAPITAL GROUP, INC. 545 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
X |
/s/ Andrew M. Greenstein as attorney in fact for William L. Bolster | 07/03/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") by and among GETCO Holding Company, LLC, GA-GTCO, LLC, Knight Capital Group, Inc. ("Knight"), Knight Holdco, Inc. (now KCG Holdings, Inc.) ("KCG"), Knight Acquisition Corp, GETCO Acquisition, LLC and GA-GTCO Acquisition, LLC. |
(2) | Represents restricted stock units ("RSUs"), and pursuant to the Merger Agreement, these RSUs are immediately converted into RSUs of KCG, based on the exchange ratio of one third and on the same vesting terms as the current Knight RSUs (including accelerated vesting under certain circumstances). |
(3) | This fully-vested option was assumed by KCG pursuant to the Merger Agreement and converted into a fully vested option to purchase 5,000 shares of KCG common stock for $48.96 per share. |
(4) | This fully-vested option was assumed by KCG pursuant to the Merger Agreement and converted into a fully vested option to purchase 5,000 shares of KCG common stock for $51.09 per share. |
(5) | This fully-vested option was assumed by KCG pursuant to the Merger Agreement and converted into a fully vested option to purchase 5,000 shares of KCG common stock for $23.94 per share. |
(6) | This fully-vested option was assumed by KCG pursuant to the Merger Agreement and converted into a fully vested option to purchase 5,000 shares of KCG common stock for $33.21 per share. |