Form 4 Coleman Daniel

4 - Statement of changes in beneficial ownership of securities

Published: 2013-07-09 18:53:53
Submitted: 2013-07-09
Period Ending In: 2013-07-05
rrd385573.html FORM 4


>

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
Estimated average burden
hours per response: 0.5
  
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)
07/05/2013
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
Restricted Stock Units 07/05/2013 A 195,000 A (1)(2) 195,000 D
Class A Common Stock, par value $0.01 per share 469,878 D
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 $11.65(1)(3) 07/05/2013(1)(3) A 1,700,000 (3) 07/05/2018 Class A Common Stock 1,700,000 $0 1,700,000 D
Stock Settled Stock Appreciation Rights $22.5(1)(4) 07/05/2013(1)(4) A 1,700,000 (4) 07/05/2018 Class A Common Stock 1,700,000 $0 1,700,000 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 restricted stock units on July 5, 2013. Each restricted stock unit represents a contingent right to receive one share of the Class A Common Stock of the Issuer. The restricted stock units vest approximately 33.3% on each of July 5, 2014, 2015 and 2016.
3. The reporting person was granted these stock options on July 5, 2013. The options vest approximately 33.3% on each of July 5, 2014, 2015 and 2016.
4. The reporting person was granted these stock settled stock appreciation rights ("SSARs") on July 5, 2013. The SSARs vest approximately 33.3% on each of July 5, 2014, 2015 and 2016.
/s/ Andrew M. Greenstein as attorney in fact for Daniel Coleman 07/09/2013
** 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
rrd385573.xml FORM 4
Schema Version:
X0306
Document Type:
4
Period Of Report:
2013-07-05
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

Non Derivative Table

Non Derivative Transaction

Security Title
Restricted Stock Units
Transaction Date
2013-07-05

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
195000

Footnote Id

@attributes Id
F1
@attributes Id
F2
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
195000
Direct Or Indirect Ownership
D

Non Derivative Holding

Security Title
Class A Common Stock, par value $0.01 per share
Shares Owned Following Transaction
469878
Direct Or Indirect Ownership
D

Derivative Transaction

Security Title
Stock Options

Conversion Or Exercise Price

Value
11.65

Footnote Id

@attributes Id
F1
@attributes Id
F3

Transaction Date

Value
2013-07-05

Footnote Id

@attributes Id
F1
@attributes Id
F3

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1700000
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A
@attributes Id
F3
Expiration Date
2018-07-05

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
1700000
Shares Owned Following Transaction
1700000
Direct Or Indirect Ownership
D
Security Title
Stock Settled Stock Appreciation Rights

Conversion Or Exercise Price

Value
22.50

Footnote Id

@attributes Id
F1
@attributes Id
F4

Transaction Date

Value
2013-07-05

Footnote Id

@attributes Id
F1
@attributes Id
F4

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1700000
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A
@attributes Id
F4
Expiration Date
2018-07-05

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
1700000
Shares Owned Following Transaction
1700000
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 restricted stock units on July 5, 2013. Each restricted stock unit represents a contingent right to receive one share of the Class A Common Stock of the Issuer. The restricted stock units vest approximately 33.3% on each of July 5, 2014, 2015 and 2016.
2
The reporting person was granted these stock options on July 5, 2013. The options vest approximately 33.3% on each of July 5, 2014, 2015 and 2016.
3
The reporting person was granted these stock settled stock appreciation rights ("SSARs") on July 5, 2013. The SSARs vest approximately 33.3% on each of July 5, 2014, 2015 and 2016.

Owner Signature

Signature Name
/s/ Andrew M. Greenstein as attorney in fact for Daniel Coleman
Signature Date
2013-07-09
Additional Files
FileSequenceDescriptionTypeSize
0001181431-13-039325.txt   Complete submission text file   10366
$KCG

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.