Form 4 Coleman Daniel

4 - Statement of changes in beneficial ownership of securities

Published: 2016-04-22 08:43:33
Submitted: 2016-04-22
Period Ending In: 2016-04-21
doc4.html FORM 4 SUBMISSION


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SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Coleman Daniel

(Last) (First) (Middle)
KCG HOLDINGS, INC.,
545 WASHINGTON BOULEVARD

(Street)
JERSEY CITY NJ 07310

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KCG Holdings, Inc. [ KCG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $23.35(1)(2) 04/21/2016 A 2,000,000 (2) 04/21/2021 Class A Common Stock 2,000,000 $0.00 2,000,000 D
Explanation of Responses:
1. Equity awards awarded by KCG Holdings, Inc. under the KCG Holdings, Inc. Amended and Restated Equity Incentive Plan.
2. The reporting person was granted these stock options on April 21, 2016. The options are scheduled to vest approximately 33.3% on each of December 31, 2016, December 31, 2017 and December 31, 2018.
Remarks:
/s/ Robert McQueen as attorney-in-fact for Daniel Coleman 04/22/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
1
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2016-04-21
Not Subject To Section16:
0

Issuer

Issuer Cik
0001569391
Issuer Name
KCG Holdings, Inc.
Issuer Trading Symbol
KCG

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001328944
Rpt Owner Name
Coleman Daniel

Reporting Owner Address

Rpt Owner Street1
KCG HOLDINGS, INC.,
Rpt Owner Street2
545 WASHINGTON BOULEVARD
Rpt Owner City
JERSEY CITY
Rpt Owner State
NJ
Rpt Owner Zip Code
07310

Reporting Owner Relationship

Is Director
1
Is Officer
1
Is Ten Percent Owner
0
Is Other
0
Officer Title
Chief Executive Officer

Derivative Transaction

Security Title
Stock Options

Conversion Or Exercise Price

Value
23.35

Footnote Id

@attributes Id
F1
@attributes Id
F2
Transaction Date
2016-04-21

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
2000000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2021-04-21

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
2000000
Shares Owned Following Transaction
2000000
Direct Or Indirect Ownership
D

Footnote

0
Equity awards awarded by KCG Holdings, Inc. under the KCG Holdings, Inc. Amended and Restated Equity Incentive Plan.
1
The reporting person was granted these stock options on April 21, 2016. The options are scheduled to vest approximately 33.3% on each of December 31, 2016, December 31, 2017 and December 31, 2018.

Owner Signature

Signature Name
/s/ Robert McQueen as attorney-in-fact for Daniel Coleman
Signature Date
2016-04-22
Additional Files
FileSequenceDescriptionTypeSize
0000899243-16-018409.txt   Complete submission text file   5708
$KCG

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