KCG / KCG Holdings, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

KCG Holdings, Inc.
US ˙ NYSE
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1569391
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to KCG Holdings, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 9, 2018 SC 13G/A

KCG / KCG Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* KCG HOLDINGS INC-CL A (Name of Issuer) Common Stock (Title of Class of Securities) 48244B100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

July 31, 2017 15-12G

KCG Holdings 15-12G

15-12G 1 a17-1864811512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-54991 Virtu KCG Holdings LLC (Exact

July 24, 2017 EX-10.2

* * * [signature page follows]

Exhibit 10.2 July 20, 2017 Steffen Parratt KCG Holdings, Inc. 300 Vesey Street New York, New York, 10282 Re: Separation Agreement Dear Steffen, This letter agreement (this “Agreement”) sets forth the terms of your departure from KCG Holdings, Inc. (collectively with its subsidiaries and affiliates, the “Company”), which shall be contingent and effective on the Closing Date, as that term is defined

July 24, 2017 EX-10.4

* * * [signature page follows]

Exhibit 10.4 July 20, 2017 Greg Tusar KCG Holdings, Inc. 300 Vesey Street New York, New York, 10282 Re: Separation Agreement Dear Greg, This letter agreement (this ?Agreement?) sets forth the terms of your departure from KCG Holdings, Inc. (collectively with its subsidiaries and affiliates, the ?Company?), which shall be contingent and effective on the Closing Date, as that term is defined in the

July 24, 2017 EX-10.3

* * * [signature page follows]

Exhibit 10.3 July 20, 2017 Ryan Primmer KCG Holdings, Inc. 300 Vesey Street New York, New York, 10282 Re: Separation Agreement Dear Ryan, This letter agreement (this ?Agreement?) sets forth the terms of your departure from KCG Holdings, Inc. (collectively with its subsidiaries and affiliates, the ?Company?), which shall be contingent and effective on the Closing Date, as that term is defined in th

July 24, 2017 EX-10.1

* * * [signature page follows]

EX-10.1 2 a17-181523ex10d1.htm EX-10.1 Exhibit 10.1 July 20, 2017 Daniel Coleman KCG Holdings, Inc. 300 Vesey Street New York, New York, 10282 Re: Separation Agreement Dear Daniel, This letter agreement (this “Agreement”) sets forth the terms of your departure from KCG Holdings, Inc. (collectively with its subsidiaries and affiliates, the “Company”), which shall be contingent and effective on the

July 24, 2017 EX-10.5

KCG EUROPE LIMITED (1) - and - Philip Allison (2) WITHOUT PREJUDICE & SUBJECT TO CONTRACT SETTLEMENT AGREEMENT

Exhibit 10.5 DATED 20 JULY 2017 KCG EUROPE LIMITED (1) - and - Philip Allison (2) WITHOUT PREJUDICE & SUBJECT TO CONTRACT SETTLEMENT AGREEMENT TABLE OF CONTENTS SETTLEMENT AGREEMENT 1 1. TERMINATION DATE 3 2. PERIOD UP TO THE TERMINATION DATE 3 3. COMPENSATION PAYMENT 4 4. TAXATION 4 5. EQUITY AWARDS 5 6. EXPENSES 5 7. INDEMNIFICATION 5 8. MONEY OWED TO COMPANY 5 9. REFERENCE 5 10. ASSISTANCE 5 11

July 24, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 20, 2017 Virtu KCG Holdings LLC (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission Fi

July 20, 2017 EX-3.4

LIMITED LIABILITY COMPANY OPERATING AGREEMENT VIRTU KCG HOLDINGS LLC

Exhibit 3.4 EXECUTION VERSION LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF VIRTU KCG HOLDINGS LLC THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this ?Agreement?) of Virtu KCG Holdings LLC, a Delaware limited liability company (the ?Company?), dated as of July 20, 2017, is adopted and entered into by Orchestra Borrower LLC, in its capacity as sole member of the Company (the ?Managing Memb

July 20, 2017 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION KCG HOLDINGS, INC.

EX-3.1 2 a17-181522ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KCG HOLDINGS, INC. 1. Name. The name of the corporation is KCG Holdings, Inc. (the “Corporation”). 2. Address; Registered Office and Agent. The address of the Corporation’s registered office is 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801; and the name of it

July 20, 2017 8-K

KCG Holdings 8-K (Current Report/Significant Event)

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 19, 2017 Virtu KCG Holdings LLC (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission Fi

July 20, 2017 EX-3.2

AMENDED AND RESTATED BY-LAWS KCG HOLDINGS, INC. (A Delaware Corporation) ARTICLE 1 DEFINITIONS

EX-3.2 3 a17-181522ex3d2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF KCG HOLDINGS, INC. (A Delaware Corporation) ARTICLE 1 DEFINITIONS As used in these By-laws, unless the context otherwise requires, the term: 1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation. 1.2 “Assistant Treasurer” means an Assistant Treasurer of the Corporation. 1.3 “Board” means the Board o

July 20, 2017 EX-3.3

STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY ACT

EX-3.3 4 a17-181522ex3d3.htm EX-3.3 Exhibit 3.3 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY ACT 1.) The jurisdiction where the Corporation first formed is Delaware. 2.) The jurisdiction immediately prior to filing this Certificate is Delaware. 3.) The date the corporation first formed is December

July 20, 2017 S-8 POS

KCG Holdings S-8 POS

S-8 POS 1 a17-181521s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 20, 2017 Registration No. 333-189746 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-189746 UNDER THE SECURITIES ACT OF 1933 Virtu KCG Holdings LLC (formerly known as KCG Holdings, Inc.) (Exact Name of R

July 20, 2017 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 31, 2017, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2

July 19, 2017 8-K

Regulation FD Disclosure

8-K 1 d419010d8k.htm FORM 8-K 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 19, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of inc

July 10, 2017 DEFA14A

KCG Holdings DEFA14A

DEFA14A 1 a2232628zdefa14a.htm DEFA14A QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o

July 5, 2017 8-K

Other Events

8-K 1 d422423d8k.htm FORM 8-K 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): June 30, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of inc

July 5, 2017 DEFA14A

KCG Holdings FORM 8-K

DEFA14A 1 d422423d8k.htm FORM 8-K 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): June 30, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of

June 28, 2017 DEFR14A

KCG Holdings DEFR14A

DEFR14A 1 a2232436zdefr14a.htm DEFR14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ý Filed by a Party other than the Registrant o Check

June 21, 2017 8-K

Financial Statements and Exhibits, Other Events

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): June 21, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File N

June 21, 2017 EX-99.1

KCG ANNOUNCES REDEMPTION OF 6.875% SENIOR SECURED NOTES DUE 2020

EX-99.1 2 d377695dex991.htm EX-99.1 Exhibit 99.1 KCG Holdings, Inc. 300 Vesey Street New York, New York 10282 1 800 544 7508 tel www.kcg.com KCG ANNOUNCES REDEMPTION OF 6.875% SENIOR SECURED NOTES DUE 2020 NEW YORK, New York – June 21, 2017 – KCG Holdings, Inc. (NYSE: KCG) today announced that it will redeem all of its outstanding 6.875% Senior Secured Notes Due 2020 (ISIN No. US48244BAC46) (the “

June 21, 2017 EX-99.1

KCG ANNOUNCES REDEMPTION OF 6.875% SENIOR SECURED NOTES DUE 2020

EX-99.1 Exhibit 99.1 KCG Holdings, Inc. 300 Vesey Street New York, New York 10282 1 800 544 7508 tel www.kcg.com KCG ANNOUNCES REDEMPTION OF 6.875% SENIOR SECURED NOTES DUE 2020 NEW YORK, New York – June 21, 2017 – KCG Holdings, Inc. (NYSE: KCG) today announced that it will redeem all of its outstanding 6.875% Senior Secured Notes Due 2020 (ISIN No. US48244BAC46) (the “Notes”) on the business day

June 21, 2017 DEFA14A

KCG Holdings FORM 8-K

DEFA14A 1 d377695d8k.htm FORM 8-K 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): June 21, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of

June 9, 2017 EX-10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (the ?Amendment?) is entered into as of June 5, 2017 by and among KCG Americas LLC, a Delaware limited liability company (the ?Borrower?), KCG Holdings, Inc., a Delaware corporation (the ?Parent?), as Guarantor, the several financial institutions party to this Amendment, as Lenders, and BMO Harris Ban

June 9, 2017 8-K

Financial Statements and Exhibits

8-K 1 d411298d8k.htm FORM 8-K 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): June 5, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of inco

June 2, 2017 8-K

Costs Associated with Exit or Disposal Activities

8-K 1 d382996d8k.htm FORM 8-K 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): May 18, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of inco

June 1, 2017 DEFM14A

KCG Holdings DEFM14A

DEFM14A 1 a2232256zdefm14a.htm DEFM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check

May 31, 2017 8-K

KCG Holdings 8-K (Current Report/Significant Event)

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): May 30, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File No

May 31, 2017 DEFA14A

KCG Holdings 8-K

DEFA14A 1 a17-1274338k.htm 8-K 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): May 30, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of inc

May 11, 2017 PREM14A

KCG Holdings PREM14A

PREM14A 1 a2232117zprem14a.htm PREM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check

May 8, 2017 10-Q

KCG / KCG Holdings, Inc. KCG Q1 2017 10-Q (Quarterly Report)

10-Q 1 kcg0331201710q.htm KCG Q1 2017 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS

May 8, 2017 EX-10.1

2016 Year-End Version (US) KCG HOLDINGS, INC. DEFERRED CASH AWARD AGREEMENT

EXHIBIT 10.1 2016 Year-End Version (US) KCG HOLDINGS, INC. DEFERRED CASH AWARD AGREEMENT Name of Grantee: [ ] Amount of Deferred Cash Award: $[ ] Grant Date: [ ] Grant Number: [ ] Vesting Dates: [ ], 2018 (the “First Vesting Date”) [ ], 2019 (the “Second Vesting Date) [ ], 2020 (the “Third Vesting Date”) * * * * * * * * This Award Agreement (this “Agreement”) governs your 2016 deferred cash award

May 8, 2017 EX-10.2

2016 Year-End Version (UK) KCG HOLDINGS, INC. DEFERRED CASH AWARD AGREEMENT

EXHIBIT 10.2 2016 Year-End Version (UK) KCG HOLDINGS, INC. DEFERRED CASH AWARD AGREEMENT Name of Grantee: [ ] Amount of Deferred Cash Award: $[ ] Grant Date: [ ] Grant Number: [ ] Vesting Dates: [ ], 2018 (the “First Vesting Date”) [ ], 2019 (the “Second Vesting Date) [ ], 2020 (the “Third Vesting Date”) * * * * * * * * This Award Agreement (this “Agreement”) governs your 2016 deferred cash award

April 25, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d380590d8k.htm FORM 8-K 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): April 25, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of in

April 25, 2017 EX-99.1

KCG ANNOUNCES CANCELLATION OF ITS 2017 ANNUAL MEETING OF STOCKHOLDERS

EX-99.1 Exhibit 99.1 KCG ANNOUNCES CANCELLATION OF ITS 2017 ANNUAL MEETING OF STOCKHOLDERS NEW YORK, New York ? April 25, 2017 ? KCG Holdings, Inc. (NYSE: KCG) today announced that its board of directors has cancelled the company?s 2017 Annual Meeting of Stockholders previously scheduled for May 10, 2017 at 1:00 p.m. Eastern Standard time. On April 20, 2017, KCG announced that it had reached a def

April 25, 2017 EX-99.1

KCG ANNOUNCES CANCELLATION OF ITS 2017 ANNUAL MEETING OF STOCKHOLDERS

EX-99.1 Exhibit 99.1 KCG ANNOUNCES CANCELLATION OF ITS 2017 ANNUAL MEETING OF STOCKHOLDERS NEW YORK, New York ? April 25, 2017 ? KCG Holdings, Inc. (NYSE: KCG) today announced that its board of directors has cancelled the company?s 2017 Annual Meeting of Stockholders previously scheduled for May 10, 2017 at 1:00 p.m. Eastern Standard time. On April 20, 2017, KCG announced that it had reached a def

April 25, 2017 DEFA14A

KCG Holdings FORM 8-K

DEFA14A 1 d380590d8k.htm FORM 8-K 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): April 25, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction o

April 21, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC., ORCHESTRA MERGER SUB, INC. KCG HOLDINGS, INC. Dated as of April 20, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Capitalized Terms 13

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC., ORCHESTRA MERGER SUB, INC. and KCG HOLDINGS, INC. Dated as of April 20, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Capitalized Terms 13 Section 1.3 Other Definitions 15 Section 1.4 Absence of Presumption 15 Section 1.5 Headings 15 ARTICLE II THE

April 21, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d377431d8k.htm FORM 8-K 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): April 20, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of in

April 21, 2017 DEFA14A

KCG Holdings FORM 8-K

DEFA14A 1 d377431d8k.htm FORM 8-K 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): April 20, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction o

April 21, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC., ORCHESTRA MERGER SUB, INC. KCG HOLDINGS, INC. Dated as of April 20, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Capitalized Terms 13

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC., ORCHESTRA MERGER SUB, INC. and KCG HOLDINGS, INC. Dated as of April 20, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Capitalized Terms 13 Section 1.3 Other Definitions 15 Section 1.4 Absence of Presumption 15 Section 1.5 Headings 15 ARTICLE II THE

April 20, 2017 DEFA14A

KCG Holdings DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Ru

April 20, 2017 EX-99.1

KCG ACCEPTS PROPOSAL FROM VIRTU FINANCIAL, INC. TO ACQUIRE ALL OUTSTANDING SHARES OF KCG’S CLASS A COMMON STOCK FOR $20 PER SHARE - A 46 PERCENT PREMIUM TO UNAFFECTED PRICE KCG announces consolidated earnings of $0.05 per diluted share for the first

EX-99.1 Exhibit 99.1 KCG ACCEPTS PROPOSAL FROM VIRTU FINANCIAL, INC. TO ACQUIRE ALL OUTSTANDING SHARES OF KCG’S CLASS A COMMON STOCK FOR $20 PER SHARE - A 46 PERCENT PREMIUM TO UNAFFECTED PRICE KCG announces consolidated earnings of $0.05 per diluted share for the first quarter of 2017 NEW YORK, New York – April 20, 2017 – KCG Holdings, Inc. (NYSE: KCG) today announced that it has reached a defini

April 20, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d359346d8k.htm FORM 8-K 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): April 20, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of in

April 20, 2017 DEFA14A

KCG Holdings FORM 8-K

DEFA14A 1 d359346d8k.htm FORM 8-K 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): April 20, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction o

April 20, 2017 EX-99.1

KCG ACCEPTS PROPOSAL FROM VIRTU FINANCIAL, INC. TO ACQUIRE ALL OUTSTANDING SHARES OF KCG’S CLASS A COMMON STOCK FOR $20 PER SHARE - A 46 PERCENT PREMIUM TO UNAFFECTED PRICE KCG announces consolidated earnings of $0.05 per diluted share for the first

EX-99.1 Exhibit 99.1 KCG ACCEPTS PROPOSAL FROM VIRTU FINANCIAL, INC. TO ACQUIRE ALL OUTSTANDING SHARES OF KCG?S CLASS A COMMON STOCK FOR $20 PER SHARE - A 46 PERCENT PREMIUM TO UNAFFECTED PRICE KCG announces consolidated earnings of $0.05 per diluted share for the first quarter of 2017 NEW YORK, New York ? April 20, 2017 ? KCG Holdings, Inc. (NYSE: KCG) today announced that it has reached a defini

April 20, 2017 EX-99.3

The undersigned and each other person executing this joint filing agreement (this “Agreement”) agree as follows:

EX-99.3 4 d369024dex993.htm EX-99.3 Exhibit 99.3 The undersigned and each other person executing this joint filing agreement (this “Agreement”) agree as follows: The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person containe

April 20, 2017 SC 13D

KCG / KCG Holdings, Inc. / Jefferies Group LLC - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 KCG HOLDINGS, INC. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 48244B100 (CUSIP Number) Roland T. Kelly Jefferies LLC 11100 Santa Monica Boulevard, 11th Floor Los Angeles, CA 90025 Tel: (310) 914-1373 (Name, Addre

April 20, 2017 EX-99.1

November 30, 2016

EX-99.1 Exhibit 99.1 November 30, 2016 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, NJ 07310 Re: Voting and Disposition Agreement Ladies and Gentlemen: This letter agreement is being provided by Jefferies LLC, a Delaware limited liability company (“Jefferies”), and may be relied upon by KCG Holdings, Inc. (“KCG”). Jefferies beneficially owns (within the meaning of Rule 13d-3 under the

April 20, 2017 EX-99.2

VOTING AGREEMENT

EX-99.2 3 d369024dex992.htm EX-99.2 Exhibit 99.2 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of April 20, 2017, is entered into by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Par

April 10, 2017 SC 13G/A

KCG / KCG Holdings, Inc. / VANGUARD GROUP INC Passive Investment

kcgholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: KCG Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 48244B100 Date of Event Which Requires Filing of this Statement: March 31, 2017 Check the appropriate box to desi

March 31, 2017 DEFA14A

KCG Holdings DEFA14A

DEFA14A 1 d309089ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

March 31, 2017 DEF 14A

KCG Holdings DEF 14A

DEF 14A 1 d322410ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

February 24, 2017 10-K

KCG Holdings KCG 2016 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exact name of registrant as spe

February 24, 2017 EX-21.1

Significant Subsidiaries of the Registrant

Exhibit 21.1 Significant Subsidiaries of the Registrant The following are significant subsidiaries of KCG Holdings, Inc. as of December 31, 2016 and the states in which they are organized. Indentation indicates the principal parent of each subsidiary. Except as otherwise specified, in each case KCG Holdings, Inc. owns, directly or indirectly, at least 99% of the voting securities of each subsidiar

February 24, 2017 EX-10.11

Terms Schedule to Employment Agreement

Exhibit 10.11 Terms Schedule to Employment Agreement Name Michael Blum Scheduled Term From October 1, 2016 through the 3rd anniversary of that date (the “Initial Term”) and shall then renew automatically for one-year periods (each, an “Extension Term”) until you or the Company gives written notice to the other of nonrenewal at least 90 days before the end of the then applicable Extension Term (the

February 13, 2017 SC 13G/A

KCG / KCG Holdings, Inc. / Jefferies Group LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13G—Information to be included in statements filed pursuant to §240.13d–1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d–2. Under the Securities Exchange Act of 1934 (Amendment No. 2) KCG HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per

February 10, 2017 SC 13G

KCG / KCG Holdings, Inc. / VANGUARD GROUP INC Passive Investment

kcgholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: KCG Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 48244B100 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to d

February 9, 2017 SC 13G

KCG / KCG Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KCG HOLDINGS INC-CL A (Name of Issuer) Common Stock (Title of Class of Securities) 48244B100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

February 8, 2017 POSASR

KCG Holdings POSASR

POSASR 1 d346998dposasr.htm POSASR As filed with the Securities and Exchange Commission on February 8, 2017 Registration No. 333-212429 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT NO. 333-212429 UNDER THE SECURITIES ACT OF 1933 KCG HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Dela

January 26, 2017 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby constitutes and appoints each of John McCarthy and Robert McQueen, signing jointly or any of them acting singly and in his or her capacity hereunder, with full power of substitution or resubstitution, as the undersigned's true and lawful attorney-in-fact to: 1.

January 24, 2017 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby constitutes and appoints each of John McCarthy and Robert McQueen, signing jointly or any of them acting singly and in his or her capacity hereunder, with full power of substitution or resubstitution, as the undersigned's true and lawful attorney-in-fact to: 1.

January 23, 2017 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby constitutes and appoints each of John McCarthy and Robert McQueen, signing jointly or any of them acting singly and in his or her capacity hereunder, with full power of substitution or resubstitution, as the undersigned's true and lawful attorney-in-fact to: 1.

January 23, 2017 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby constitutes and appoints each of John McCarthy and Robert McQueen, signing jointly or any of them acting singly and in his or her capacity hereunder, with full power of substitution or resubstitution, as the undersigned's true and lawful attorney-in-fact to: 1.

January 19, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d294750d8k.htm FORM 8-K 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): January 18, 2017 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of

January 19, 2017 EX-99.2

KCG ANNOUNCES CONSOLIDATED EARNINGS OF $2.47 PER DILUTED SHARE FOR THE FOURTH QUARTER OF 2016 During the quarter, KCG repurchased 19.0 million shares and 8.1 million warrants for $281.7 million, primarily as a result of a share exchange with General

EX-99.2 3 d294750dex992.htm EX-99.2 Exhibit 99.2 KCG ANNOUNCES CONSOLIDATED EARNINGS OF $2.47 PER DILUTED SHARE FOR THE FOURTH QUARTER OF 2016 During the quarter, KCG repurchased 19.0 million shares and 8.1 million warrants for $281.7 million, primarily as a result of a share exchange with General Atlantic KCG’s book value rose to $20.20 per share, tangible book value increased to $18.71 per share

January 19, 2017 EX-99.1

KCG ADDS FOUR NEW INDEPENDENT DIRECTORS TO BOARD

EX-99.1 Exhibit 99.1 KCG ADDS FOUR NEW INDEPENDENT DIRECTORS TO BOARD NEW YORK ? JANUARY 19, 2017 ? KCG Holdings, Inc. (NYSE: KCG) announced today that its Board of Directors has appointed Peter Fisher, Colin Smith, Heather Tookes and Adrian Weller as Directors, effective immediately. KCG also announced that Rene M. Kern and John C. (Hans) Morris have informed the company that they will not be see

January 19, 2017 EX-99.3

Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words "believes," "intends," "expects," "anticipates," and words of similar meaning, may constitute forward-looking statements as defined in th

EX-99.3 4 d294750dex993.htm EX-99.3 KCG Holdings, Inc. (KCG) 4th Quarter 2016 Earnings Presentation January 19, 2017 Exhibit 99.3 Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words "believes," "intends," "expects," "anticipates," and words of similar meaning, may constitute forward-looking statements as defined in the Private Securities

December 9, 2016 CORRESP

KCG Holdings ESP

KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com December 9, 2016 Mr. Kevin W. Vaughn Accounting Branch Chief United States Securities and Exchange Commission Washington, D.C. 20549 RE: KCG Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 29, 2016 File No. 001-054991 VIA EDGAR Dear Mr. V

November 30, 2016 EX-99.1

A N E W B E N C H M A R K : S T R A T E G I C K C G I N V E S T O R B R I E F I N G 3

EX-99.1 2 d302562dex991.htm EX-99.1 Exhibit 99.1 A N E W B E N C H M A R K : S T R A T E G I C K C G I N V E S T O R B R I E F I N G 3 Strategic 1 1.1 OVERVIEW KCG is a securities firm that specializes in trading and is positioned to capitalize on major changes occurring in the capital markets: • The shift in trading from analog to digital across asset classes and regions • The market need for alt

November 30, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d302562d8k.htm FORM 8-K 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): November 30, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of

November 30, 2016 SC 13D/A

KCG / KCG Holdings, Inc. / GENERAL ATLANTIC LLC - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 48244B100 (CUSIP Number) Thomas J. Murphy c/o General Atlantic Service Company, LLC 55 East 52nd Street, 32nd Floor New York, NY 10055 (212) 715-4000

November 18, 2016 EX-99.1

KCG ACCOUNCES SHARE EXCHANGE WITH GENERAL ATLANTIC

EX-99.1 3 d399030dex991.htm EX-99.1 Exhibit 99.1 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ACCOUNCES SHARE EXCHANGE WITH GENERAL ATLANTIC NEW YORK, NY – November 17, 2016 – KCG Holdings, Inc. (NYSE: KCG) today announced that it has entered into a strategic transaction with General Atlantic, a global growth

November 18, 2016 EX-10.1

PURCHASE AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of November 17, 2016 (this ?Agreement?), between KCG Holdings, Inc., a Delaware corporation (?KCG?), and GA-GTCO Interholdco, LLC, a Delaware limited liability company (?GA-GTCO?). RECITALS: WHEREAS, GA-GTCO is the sole owner and holder of (i) 18,709,027 shares of Class A common stock, par value $0.01 per share,

November 18, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d399030d8k.htm FORM 8-K 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): November 17, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of

November 4, 2016 10-Q

KCG Holdings KCG Q3 16 10-Q (Quarterly Report)

10-Q 1 kcg0930201610q.htm KCG Q3 16 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDIN

October 20, 2016 EX-99.1

KCG ANNOUNCES CONSOLIDATED LOSS OF $0.13 PER SHARE FOR THE THIRD QUARTER OF 2016

EX-99.1 2 d255015dex991.htm EX-99.1 Exhibit 99.1 KCG ANNOUNCES CONSOLIDATED LOSS OF $0.13 PER SHARE FOR THE THIRD QUARTER OF 2016 JERSEY CITY, New Jersey – October 20, 2016 – KCG Holdings, Inc. (NYSE: KCG) today reported a consolidated loss of $11.2 million, or $0.13 per share, for the third quarter of 2016. The third quarter consolidated loss includes an income tax benefit of approximately $6.1 m

October 20, 2016 EX-99.2

Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words "believes," "intends," "expects," "anticipates," and words of similar meaning, may constitute forward-looking statements as defined in th

EX-99.2 KCG Holdings, Inc. (KCG) 3rd Quarter 2016 Earnings Presentation October 20, 2016 Exhibit 99.2 Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words "believes," "intends," "expects," "anticipates," and words of similar meaning, may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 19

October 20, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d255015d8k.htm FORM 8-K 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): October 20, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of

October 4, 2016 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby constitutes and appoints each of John McCarthy and Robert McQueen, signing jointly or any of them acting singly and in his or her capacity hereunder, with full power of substitution or resubstitution, as the undersigned's true and lawful attorney-in-fact to: 1.

September 26, 2016 8-K

Other Events

8-K 1 d246194d8k.htm FORM 8-K 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): September 26, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction o

September 12, 2016 EX-99.1

Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words “believes,” “intends,” “expects,” “anticipates,” and words of similar meaning, may constitute forward-looking statements as defined in th

EX-99.1 2 d235621dex991.htm EX-99.1 KCG Holdings, Inc. (KCG) Barclays Global Financial Services Conference September 12, 2016 Exhibit 99.1 Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words “believes,” “intends,” “expects,” “anticipates,” and words of similar meaning, may constitute forward-looking statements as defined in the Private S

September 12, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d235621d8k.htm FORM 8-K 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): September 12, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction o

August 9, 2016 SC 13D/A

KCG / KCG Holdings, Inc. / GENERAL ATLANTIC LLC - AMENDMENT NO. 2 Activist Investment

SC 13D/A 1 eh160088713da2-kcg.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 48244B100 (CUSIP Number) Thomas J. Murphy c/o General Atlantic Service Company, LLC 55 East 52 nd St

August 8, 2016 10-Q

KCG Holdings KCG 06.30.2016 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exact name of registrant as

July 21, 2016 EX-99.2

Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words “believes,” “intends,” “expects,” “anticipates,” and words of similar meaning, may constitute forward-looking statements as defined in th

EX-99.2 KCG Holdings, Inc. (KCG) 2nd Quarter 2016 Earnings Presentation July 21, 2016 Exhibit 99.2 Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words “believes,” “intends,” “expects,” “anticipates,” and words of similar meaning, may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

July 21, 2016 EX-99.1

KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.38 PER DILUTED SHARE FOR THE SECOND QUARTER OF 2016 KCG reports consolidated revenues of $319.9 million and pre-tax earnings of $54.6 million for the quarter KCG increases book value to $16.79 per share and t

EX-99.1 2 d158461dex991.htm EX-99.1 Exhibit 99.1 KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.38 PER DILUTED SHARE FOR THE SECOND QUARTER OF 2016 KCG reports consolidated revenues of $319.9 million and pre-tax earnings of $54.6 million for the quarter KCG increases book value to $16.79 per share and tangible book value to $15.63 per share JERSEY CITY, New Jersey – July 21, 2016 – KCG Holdings, Inc. (

July 21, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d158461d8k.htm FORM 8-K 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 21, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of inc

July 8, 2016 8-K

KCG Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K 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 7, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commissio

July 7, 2016 S-3ASR

KCG Holdings FORM S-3ASR

S-3ASR 1 d210804ds3asr.htm FORM S-3ASR Table of Contents As filed with the Securities and Exchange Commission on July 7, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 38-3898306 (State or Other Juris

June 8, 2016 8-K

KCG Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K 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): June 8, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commissio

June 8, 2016 EX-99.1

Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words “believes,” “intends,” “expects,” “anticipates,” and words of similar meaning, may constitute forward-looking statements as defined in th

EX-99.1 KCG Holdings, Inc. (KCG) Sandler O?Neill Global Exchange and Brokerage Conference June 8, 2016 EXHIBIT 99.1 Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words ?believes,? ?intends,? ?expects,? ?anticipates,? and words of similar meaning, may constitute forward-looking statements as defined in the Private Securities Litigation Re

May 12, 2016 8-K

KCG Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K 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): May 11, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commissio

May 9, 2016 10-Q

KCG Holdings KCG Q1 2016 10-Q (Quarterly Report)

10-Q 1 kcg0331201610q.htm KCG Q1 2016 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS

April 29, 2016 EX-99.3

PURCHASE AGREEMENT

EX-99.3 4 d188467dex993.htm EX-99.3 Exhibit 99.3 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of April 26, 2016 (this “Agreement”), between KCG Holdings, Inc., as purchaser (“Purchaser”), and the Daniel V. Tierney 2011 Trust, as seller (“Seller”). RECITALS: WHEREAS, Seller is the sole owner and holder of 2,720,699 warrants to purchase Class A Common Stock, par value $0.01 per share, of Purchase

April 29, 2016 SC 13D/A

KCG / KCG Holdings, Inc. / Tierney Daniel - AMENDMENT NO. 13 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d188467dsc13da.htm AMENDMENT NO. 13 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jacks

April 29, 2016 EX-99.2

PURCHASE AGREEMENT

EX-99.2 3 d188467dex992.htm EX-99.2 Exhibit 99.2 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of April 26, 2016 (this “Agreement”), between KCG Holdings, Inc., a Delaware corporation, as purchaser (“Purchaser”), and Milestone Investments, Limited Partnership, an Alaskan limited partnership, as seller (“Seller”). RECITALS: WHEREAS, Seller is the sole owner and holder of 1,923,358 shares of Class

April 29, 2016 EX-99.1

PURCHASE AGREEMENT

EX-99.1 Exhibit 99.1 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of April 26, 2016 (this “Agreement”), between KCG Holdings, Inc., a Delaware corporation, as purchaser (“Purchaser”), and Daniel V. Tierney, as seller (“Seller”). RECITALS: WHEREAS, Seller is the sole owner and holder of 12,079 shares of Class A Common Stock, par value $0.01 per share (“Common Stock”) of Purchaser; and WHEREAS, S

April 22, 2016 EX-10.1

April 21, 2016

EX-10.1 2 d170355dex101.htm EX-10.1 EXHIBIT 10.1 EXECUTION VERSION April 21, 2016 Daniel Coleman, at the address in the Schedule Re: Amended and Restated Employment Agreement Dear Daniel: You and KCG Holdings, Inc., a Delaware corporation (the “Company”), together with its affiliates (the “Group”) previously entered into an Employment Agreement, dated as of July 1, 2013 (the “Existing Agreement”).

April 22, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 21, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File

April 21, 2016 EX-99.1

KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.41 PER DILUTED SHARE FOR THE FIRST QUARTER OF 2016 KCG reports consolidated revenues of $345.4 million and pre-tax earnings of $60.0 million for the quarter KCG increases book value to $16.42 per share and ta

EX-99.1 EXHIBIT 99.1 KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.41 PER DILUTED SHARE FOR THE FIRST QUARTER OF 2016 KCG reports consolidated revenues of $345.4 million and pre-tax earnings of $60.0 million for the quarter KCG increases book value to $16.42 per share and tangible book value to $15.30 per share KCG’s Board of Directors authorizes expanded share repurchase program of up to $200 million

April 21, 2016 EX-99.2

Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words “believes,” “intends,” “expects,” “anticipates,” and words of similar meaning, may constitute forward-looking statements as defined in th

EX-99.2 KCG Holdings, Inc. (KCG) 1st Quarter 2016 Earnings Presentation April 21, 2016 Exhibit 99.2 Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words ?believes,? ?intends,? ?expects,? ?anticipates,? and words of similar meaning, may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995

April 21, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d73899d8k.htm FORM 8-K 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): April 21, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of inc

April 1, 2016 DEFA14A

KCG Holdings DEFA14A

DEFA14A 1 d162974ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

April 1, 2016 DEF 14A

KCG Holdings DEF 14A

DEF 14A 1 d129066ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the C

April 1, 2016 8-K

KCG Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K 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): March 28, 2016 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commiss

March 11, 2016 SC 13D/A

KCG / KCG Holdings, Inc. / Daniel V. Tierney 2011 Trust - AMENDMENT NO. 12 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d157217dsc13da.htm AMENDMENT NO. 12 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jacks

March 10, 2016 EX-99.1

Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words “believes,” “intends,” “expects,” “anticipates,” and words of similar meaning, may constitute forward-looking statements as defined in th

EX-99.1 KCG Holdings, Inc. (KCG) Bernstein Financials Summit March 10, 2016 Exhibit 99.1 Safe Harbor Certain statements contained herein and the documents incorporated by reference containing the words “believes,” “intends,” “expects,” “anticipates,” and words of similar meaning, may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These “fo

March 10, 2016 8-K

KCG Holdings FORM 8-K (Current Report/Significant Event)

Form 8-K 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): March 10, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commiss

March 4, 2016 SC 13G/A

KCG / KCG Holdings, Inc. / COMMERZBANK AKTIENGESELLSCHAFT /FI - SCHEDULE 13G AMENDMENT Passive Investment

SC 13G/A 1 commerzbank-kcg13ga.htm SCHEDULE 13G AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 48244B100 (CUSIP Number) March 1, 2016 (Date of Event Which Requires Filing of this Stateme

March 3, 2016 SC 13G

KCG / KCG Holdings, Inc. / COMMERZBANK AKTIENGESELLSCHAFT /FI - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 48244B100 (CUSIP Number) February 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 29, 2016 10-K

KCG Holdings KCG 2015 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exact name of registrant as specifi

February 29, 2016 EX-21.1

Significant Subsidiaries of the Registrant

EX-21.1 2 kcgexhibit211q415.htm EXHIBIT 21.1 Exhibit 21.1 Significant Subsidiaries of the Registrant The following are significant subsidiaries of KCG Holdings, Inc. as of December 31, 2015 and the states in which they are organized. Indentation indicates the principal parent of each subsidiary. Except as otherwise specified, in each case KCG Holdings, Inc. owns, directly or indirectly, at least 9

February 5, 2016 8-K

Other Events

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): February 4, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission Fil

January 29, 2016 EX-99.2

Safe Harbor Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identi

EX-99.2 3 d116667dex992.htm EX-99.2 KCG Holdings, Inc. (KCG) 4th Quarter 2015 Earnings Presentation January 29, 2016 Exhibit 99.2 Safe Harbor Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such a

January 29, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 29, 2016 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission Fil

January 29, 2016 EX-99.1

KCG ANNOUNCES CONSOLIDATED LOSS OF $0.05 PER DILUTED SHARE FOR THE FOURTH QUARTER OF 2015 KCG reports consolidated revenues of $262.7 million and pre-tax loss of $7.1 million for the quarter KCG increases tangible book value to $14.89 per share and b

EX-99.1 2 d116667dex991.htm EX-99.1 Exhibit 99.1 KCG ANNOUNCES CONSOLIDATED LOSS OF $0.05 PER DILUTED SHARE FOR THE FOURTH QUARTER OF 2015 KCG reports consolidated revenues of $262.7 million and pre-tax loss of $7.1 million for the quarter KCG increases tangible book value to $14.89 per share and book value to $16.00 per share JERSEY CITY, New Jersey – January 29, 2016 – KCG Holdings, Inc. (NYSE:

January 22, 2016 CORRESP

KCG Holdings ESP

KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com January 22, 2016 Mr. Kevin W. Vaughn Accounting Branch Chief United States Securities and Exchange Commission Washington, D.C. 20549 RE: KCG Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2014 Filed March 2, 2015 Form 10-Q for Fiscal Quarter Ended September

December 22, 2015 CORRESP

KCG Holdings ESP

CORRESP 1 filename1.htm December 22, 2015 Mr. Kevin W. Vaughn Accounting Branch Chief United States Securities and Exchange Commission Washington, D.C. 20549 RE: KCG Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2014 Filed March 2, 2015 Form 10-Q for Fiscal Quarter Ended September 30, 2015 Filed November 6, 2015 File No. 001-054991 VIA EDGAR Dear Mr. Vaughn, On behalf of KCG Holdings

December 7, 2015 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby constitutes and appoints each of John McCarthy and Robert McQueen, signing jointly or any of them acting singly and in his or her capacity hereunder, with full power of substitution or resubstitution, as the undersigned's true and lawful attorney-in-fact to: 1.

December 7, 2015 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby constitutes and appoints each of John McCarthy and Robert McQueen, signing jointly or any of them acting singly and in his or her capacity hereunder, with full power of substitution or resubstitution, as the undersigned's true and lawful attorney-in-fact to: 1.

December 4, 2015 EX-99.1

KCG APPOINTS DEBRA J. CHRAPATY AND ALEX RAMPELL TO BOARD OF DIRECTORS

EX-99.1 3 d90305dex991.htm EX-99.1 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG APPOINTS DEBRA J. CHRAPATY AND ALEX RAMPELL TO BOARD OF DIRECTORS JERSEY CITY, N.J. December 4, 2015 - KCG Holdings, Inc. (NYSE: KCG) announced today that its Board of Directors has appointed Debra J. Chrapaty and Alastair “Alex” R

December 4, 2015 EX-3.1

AMENDED AND RESTATED BY-LAWS KCG HOLDINGS, INC. (hereinafter called the “Corporation”) ARTICLE I

EX-3.1 2 d90305dex31.htm EX-3.1 As Amended and Restated as of December 3, 2015 AMENDED AND RESTATED BY-LAWS OF KCG HOLDINGS, INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices a

December 4, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): December 3, 2015 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission Fil

December 2, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Serenity Investments, LLC - AMENDMENT NO. 13 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d45571dsc13da.htm AMENDMENT NO. 13 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Stephen G. Schuler Serenity Investments, LLC 830

November 17, 2015 SC 13D/A

KCG Holdings AMENDMENT NO. 11 TO SCHEDULE 13D (Activist Acquisition of More Than 5% of Shares)

SC 13D/A 1 d77859dsc13da.htm AMENDMENT NO. 11 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jackso

November 13, 2015 EX-99.2

PURCHASE AGREEMENT

EX-99.2 2 d63425dex992.htm EX-99.2 Exhibit 99.2 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of November 11, 2015 (this “Agreement”), between KCG Holdings, Inc., as purchaser (“Purchaser”), and the Daniel V. Tierney 2011 Trust, as seller (“Seller”). RECITALS: WHEREAS, Seller is the sole owner and holder of 1,992,250 warrants to purchase Class A Common Stock, par value $0.01 per share, of Purcha

November 13, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Daniel V. Tierney 2011 Trust - SC 13D/A Activist Investment

SC 13D/A 1 d63425dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jackson Boulevard, Suite 1204

November 6, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Serenity Investments, LLC - AMENDMENT NO. 12 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d89000dsc13da.htm AMENDMENT NO. 12 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Stephen G. Schuler Serenity Investments, LLC 830

November 6, 2015 EX-99.3

PURCHASE AGREEMENT

EX-99.3 Exhibit 99.3 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of November 4, 2015 (this “Agreement”), between KCG Holdings, Inc., a Delaware corporation, as purchaser (“Purchaser”), and Serenity Investments, LLC, a limited liability company organized under the laws of the State of Alaska, as seller (“Seller”). RECITALS: WHEREAS, Seller is the sole owner and holder of 1,897,593 shares of Cla

November 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exact name of registrant as spe

November 6, 2015 EX-10.1

LEASE BOP ONE NORTH END LLC, as Landlord, KCG HOLDINGS, INC., as Tenant, Dated as of July 31, 2015 Premises: The Entire 9th, 10th and 11th Floors and a Portion of the 12th Floor Brookfield Place 300 Vesey Street (a/k/a One North End Avenue) New York,

EXHIBIT 10.1 LEASE between BOP ONE NORTH END LLC, as Landlord, and KCG HOLDINGS, INC., as Tenant, Dated as of July 31, 2015 Premises: The Entire 9th, 10th and 11th Floors and a Portion of the 12th Floor Brookfield Place 300 Vesey Street (a/k/a One North End Avenue) New York, New York 10282 TABLE OF CONTENTS ARTICLE 1 TERMS AND DEFINITIONS1 ARTICLE 2 PREMISES; TERM9 ARTICLE 3 RENT14 ARTICLE 4 OPERA

November 2, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Serenity Investments, LLC - AMENDMENT NO. 11 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d77747dsc13da.htm AMENDMENT NO. 11 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Stephen G. Schuler Serenity Investments, LLC 830

October 30, 2015 EX-99.1

KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.24 PER DILUTED SHARE FOR THE THIRD QUARTER OF 2015 KCG reports consolidated revenues of $377.0 million and pre-tax earnings of $35.4 million for the quarter

EX-99.1 2 d38400dex991.htm EX-99.1 Exhibit 99.1 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.24 PER DILUTED SHARE FOR THE THIRD QUARTER OF 2015 KCG reports consolidated revenues of $377.0 million and pre-tax earnings of $35.4 million for the quarter JERSEY CITY, New Jersey

October 30, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d38400d8k.htm FORM 8-K 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): October 30, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of i

October 30, 2015 EX-99.2

Safe Harbor Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identi

EX-99.2 3 d38400dex992.htm EX-99.2 KCG Holdings, Inc. (NYSE: KCG) 3rd Quarter 2015 Earnings Presentation October 30, 2015 Exhibit 99.2 Safe Harbor Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words s

September 17, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d13045d8k.htm FORM 8-K 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): September 17, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of

September 17, 2015 EX-99.1

KCG Holdings, Inc. (NYSE: KCG)

EX-99.1 2 d13045dex991.htm EX-99.1 KCG Holdings, Inc. (NYSE: KCG) Barclays Global Financial Services Conference September 17, 2015 Exhibit 99.1 Safe Harbor Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified b

August 10, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exact name of registrant as specifie

August 10, 2015 EX-10.1

KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE AND EFFECTIVENESS

EX-10.1 2 kcgexhibit101q215.htm EXHIBIT 10.1 EXHIBIT 10.1 KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE AND EFFECTIVENESS 1.1 Purpose. The purpose of the KCG Holdings, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) is to (1) attract, retain and motivate officers, employees and directors of the Company (as defined below), (2) compensate officers, empl

August 6, 2015 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d75056d8k.htm FORM 8-K 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 31, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of inco

July 31, 2015 EX-99.2

KCG Holdings, Inc. (NYSE: KCG)

EX-99.2 3 d18413dex992.htm EX-99.2 KCG Holdings, Inc. (NYSE: KCG) 2nd Quarter 2015 Earnings Presentation July 31, 2015 Exhibit 99.2 Safe Harbor Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such

July 31, 2015 EX-99.1

KCG ANNOUNCES SECOND QUARTER 2015 RESULTS KCG reports GAAP net loss of $19.2 million; Pre-tax loss from continuing operations of $57.1 million includes charges of $60.2 million from items unrelated to core operations During the quarter, KCG repurchas

EX-99.1 2 d18413dex991.htm EX-99.1 Exhibit 99.1 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES SECOND QUARTER 2015 RESULTS KCG reports GAAP net loss of $19.2 million; Pre-tax loss from continuing operations of $57.1 million includes charges of $60.2 million from items unrelated to core operations Durin

July 31, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d18413d8k.htm FORM 8-K 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 31, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of inco

June 12, 2015 8-K

Other Events

8-K 1 d942733d8k.htm FORM 8-K 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): June 9, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of inco

June 11, 2015 EX-99.2

Sales Plan

EX-99.2 2 d941608dex992.htm EX-99.2 Exhibit 99.2 Sales Plan Sales Plan, adopted June 10, 2015 (the “Sales Plan”), between the Daniel V. Tierney 2011 Trust (“Seller”) and J.P. Morgan Securities LLC (“JPMS”). The purpose of this Sales Plan is to achieve the investment objectives of broader diversification of investments, while reducing the risk of over concentration in a particular investment. RECIT

June 11, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / GENERAL ATLANTIC LLC - AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 eh150083213da1-kcg.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 48244B100 (CUSIP Number) Thomas J. Murphy c/o General Atlantic Service Company, LLC 55 East 52 nd St

June 11, 2015 EX-99.3

RULE 10b5-1 PLAN

EX-99.3 2 d941604dex993.htm EX-99.3 Exhibit 99.3 RULE 10b5-1 PLAN This Rule 10b5-1 Plan is entered into as of June 9, 2015 (the “Plan”), by and between Serenity Investments LLC (“Seller”) and William Blair & Company, L.L.C. (the “Broker-Dealer”). WHEREAS, the Seller desires to establish the Plan to sell shares of common stock, par value $.01 per share (the “Stock”), of KCG Holdings, Inc. (the “Iss

June 11, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Serenity Investments, LLC - AMENDMENT NO. 10 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d941604dsc13da.htm AMENDMENT NO. 10 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Stephen G. Schuler Serenity Investments, LLC 83

June 11, 2015 EX-99.4

RULE 10b5-1 PLAN

EX-99.4 3 d941604dex994.htm EX-99.4 Exhibit 99.4 RULE 10b5-1 PLAN This Rule 10b5-1 Plan is entered into as of June 9, 2015 (the “Plan”), by and between SCHULER FAMILY GST TRUST DTD 06/06/03 (“Seller”) and William Blair & Company, L.L.C. (the “Broker-Dealer”). WHEREAS, the Seller desires to establish the Plan to sell shares of common stock, par value $.01 per share (the “Stock”), of KCG Holdings, I

June 11, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Daniel V. Tierney 2011 Trust - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d941608dsc13da.htm AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jackson

June 9, 2015 EX-99.1

KCG ANNOUNCES FINAL RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG repurchases 23.6 million shares of Class A Common Stock at $14.00 per share

EX-99.1 3 d939353dex991.htm EX-99.1 Exhibit 99.1 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES FINAL RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG repurchases 23.6 million shares of Class A Common Stock at $14.00 per share JERSEY CITY, New Jersey – June 9, 2015 – KCG Holdings, Inc. (NYSE: K

June 9, 2015 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d939353d8k.htm FORM 8-K 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): June 5, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of inco

June 9, 2015 SC TO-I/A

KCG Holdings SC TO-I/A

SC TO-I/A 1 d939523dsctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 KCG Holdings, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities

June 9, 2015 EX-99.A5G

KCG ANNOUNCES FINAL RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG repurchases 23.6 million shares of Class A Common Stock at $14.00 per share

EX-99.A5G 2 d939523dex99a5g.htm EX-(A)(5)(G) Exhibit (a)(5)(G) KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES FINAL RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG repurchases 23.6 million shares of Class A Common Stock at $14.00 per share JERSEY CITY, New Jersey – June 9, 2015 – KCG Holdings,

June 9, 2015 EX-10.1

CREDIT AGREEMENT DATED AS OF JUNE 5, 2015 KCG AMERICAS LLC, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BMO HARRIS BANK N.A., as Administrative Agent, BANK OF AMERICA, N.A. as Syndication Agent BMO CAPIT

EX-10.1 2 d939353dex101.htm EX-10.1 EXHIBIT 10.1 CREDIT AGREEMENT DATED AS OF JUNE 5, 2015 AMONG KCG AMERICAS LLC, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BMO HARRIS BANK N.A., as Administrative Agent, AND BANK OF AMERICA, N.A. as Syndication Agent BMO CAPITAL MARKETS AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, AS JOINT LEAD ARRANGERS

June 3, 2015 SC 13D/A

KCG Holdings AMENDMENT NO. 8 TO SCHEDULE 13D (Activist Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jackson Boulevard, Suite 1204 Chicago, Illinois (312) 360-1377 with a

June 3, 2015 EX-99.A5E

KCG ANNOUNCES PRELIMINARY RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG expects to repurchase approximately 23.6 million shares of Class A Common Stock at $14.00 per share for a total cost of $330 million, excluding fees and expenses

EX-99.A5E 2 d935498dex99a5e.htm EX-(A)(5)(E) Exhibit (a)(5)(E) KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES PRELIMINARY RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG expects to repurchase approximately 23.6 million shares of Class A Common Stock at $14.00 per share for a total cost of $330

June 3, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Serenity Investments, LLC - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d936382dsc13da.htm AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Stephen G. Schuler Serenity Investments, LLC 830

June 3, 2015 EX-99.1

KCG Holdings, Inc. (NYSE: KCG)

EX-99.1 2 d936668dex991.htm EX-99.1 KCG Holdings, Inc. (NYSE: KCG) Sandler O’Neill Global Exchange and Brokerage Conference June 3, 2015 Exhibit 99.1 Safe Harbor Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identi

June 3, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 3, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File Nu

June 3, 2015 EX-99.A5F

KCG Holdings, Inc. (NYSE: KCG)

EX-99.A5F 3 d935498dex99a5f.htm EX-(A)(5)(F) KCG Holdings, Inc. (NYSE: KCG) Sandler O’Neill Global Exchange and Brokerage Conference June 3, 2015 Exhibit (A)(5)(F) Safe Harbor Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are ty

June 3, 2015 SC TO-I/A

KCG Holdings SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 KCG Holdings, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number of Class of Se

May 28, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Daniel V. Tierney 2011 Trust - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d934905dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jackson

May 20, 2015 EX-99.1

KCG Holdings, Inc. (NYSE: KCG)

EX-99.1 2 d928552dex991.htm EX-99.1 KCG Holdings, Inc. (NYSE: KCG) Barclays Americas Select Franchise Conference, London May 20, 2015 Exhibit 99.1 Safe Harbor Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identifie

May 20, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 20, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File Nu

May 13, 2015 8-K

Submission of Matters to a Vote of Security Holders

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): May 12, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File Nu

May 12, 2015 SC TO-I/A

KCG Holdings SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 KCG Holdings, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number of Class of Se

May 12, 2015 CORRESP

KCG Holdings ESP

KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com May 12, 2015 Ms. Christina Chalk Senior Special Counsel United States Securities and Exchange Commission Washington, D.C. 20549 Re: KCG Holdings, Inc. Tender Offer Statement on Schedule TO-I Filed May 4, 2015 File No. 5-87533 VIA EDGAR Dear Ms. Chalk: On behalf of KCG H

May 12, 2015 EX-99.A5D

KCG PROVIDES PRO FORMA INFORMATION WITH RESPECT TO ITS TENDER OFFER

EX-99.A5D 2 d924138dex99a5d.htm EX-(A)(5)(D) Exhibit (a)(5)(d) KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG PROVIDES PRO FORMA INFORMATION WITH RESPECT TO ITS TENDER OFFER JERSEY CITY, New Jersey – May 12, 2015 – KCG Holdings, Inc. (NYSE: KCG) is providing the following additional information with respect to i

May 11, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exact name of registrant as specifi

May 7, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Serenity Investments, LLC - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d922894dsc13da.htm AMENDMENT NO. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Stephen G. Schuler Serenity Investments, LLC 830

May 5, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Daniel V. Tierney 2011 Trust - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d920282dsc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jackson

May 4, 2015 EX-99.A1B

LETTER OF TRANSMITTAL To Tender Shares of Class A Common Stock KCG HOLDINGS, INC. AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE Pursuant to the Offer to Purchase dated May 4, 2015

EX-99.A1B 3 d917676dex99a1b.htm EX-(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Class A Common Stock of KCG HOLDINGS, INC. AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE Pursuant to the Offer to Purchase dated May 4, 2015 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2015, UNLESS THE OFFER IS

May 4, 2015 EX-99.A1C

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of KCG Holdings, Inc. Pursuant to its Offer to Purchase Dated May 4, 2015 For Cash up to $330,000,000 of Shares of its Class A Common Stock At a Purchase Price Not Greater Than $14.00 Per

EX-99.A1C 4 d917676dex99a1c.htm EX-(A)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of KCG Holdings, Inc. Pursuant to its Offer to Purchase Dated May 4, 2015 For Cash up to $330,000,000 of Shares of its Class A Common Stock At a Purchase Price Not Greater Than $14.00 Per Share Nor Less Than $13.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:

May 4, 2015 EX-99.1

KCG Holdings, Inc.

EX-99.1 2 d919700dex991.htm EX-99.1 Exhibit 99.1 01-May-2015 KCG Holdings, Inc. (KCG) Q1 2015 Earnings Call KCG Holdings, Inc. (KCG) Q1 2015 Earnings Call 01-May-2015 INTRODUCTION Operator: Good morning and welcome to KCG’s First Quarter Earnings Conference Call. As a reminder, today’s call is being recorded and will be available by playback. On the line are Chief Executive Officer, Daniel Coleman

May 4, 2015 EX-99.A1E

KCG HOLDINGS, INC. OFFER TO PURCHASE FOR CASH OF UP TO $330,000,000 OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE

EX-99.A1E 6 d917676dex99a1e.htm EX-(A)(1)(E) Exhibit (a)(1)(E) KCG HOLDINGS, INC. OFFER TO PURCHASE FOR CASH OF UP TO $330,000,000 OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, A

May 4, 2015 SC TO-C

KCG Holdings SCHEDULE TO-C

SC TO-C 1 d919700dsctoc.htm SCHEDULE TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 KCG Holdings, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSI

May 4, 2015 SC TO-I

KCG Holdings SC TO-I

SC TO-I 1 d917676dsctoi.htm SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 KCG Holdings, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Numb

May 4, 2015 EX-99.A1A

OFFER TO PURCHASE FOR CASH KCG HOLDINGS, INC. OF UP TO $330,000,000 OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE

EX-99.A1A 2 d917676dex99a1a.htm EX-(A)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY KCG HOLDINGS, INC. OF UP TO $330,000,000 OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2015, UNLESS THE OFFER IS EXTENDED (

May 4, 2015 EX-99.A1F

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated May 4, 2015 and the related Letter of Transmittal, as they

EX-99.A1F 7 d917676dex99a1f.htm EX-(A)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated May 4, 2015 and the related Letter of Transmittal, as they may be amended or supplemented from time to time. The Offer is not being made to, nor w

May 4, 2015 EX-99.A1D

KCG HOLDINGS, INC. OFFER TO PURCHASE FOR CASH OF UP TO $330,000,000 OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE

EX-99.A1D 5 d917676dex99a1d.htm EX-(A)(1)(D) Exhibit (a)(1)(D) KCG HOLDINGS, INC. OFFER TO PURCHASE FOR CASH OF UP TO $330,000,000 OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, A

May 1, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d918786d8k.htm FORM 8-K 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): May 1, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incor

May 1, 2015 EX-99.2

KCG Holdings, Inc. (NYSE: KCG)

EX-99.2 3 d918786dex992.htm EX-99.2 KCG Holdings, Inc. (NYSE: KCG) 1st Quarter 2015 Earnings Presentation May 1, 2015 Exhibit 99.2 Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as "believe,

May 1, 2015 SC TO-C

KCG Holdings SCHEDULE TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 KCG Holdings, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number of Class of Securities) John McCa

May 1, 2015 EX-99.1

KCG ANNOUNCES CONSOLIDATED EARNINGS OF $2.19 PER DILUTED SHARE FOR THE FIRST QUARTER OF 2015 From first quarter 2015 results and the sale of KCG Hotspot, KCG’s tangible book value rises to $13.86 per share, book value increases to $15.10 per share, a

EX-99.1 2 d918786dex991.htm EX-99.1 Exhibit 99.1 KCG ANNOUNCES CONSOLIDATED EARNINGS OF $2.19 PER DILUTED SHARE FOR THE FIRST QUARTER OF 2015 From first quarter 2015 results and the sale of KCG Hotspot, KCG’s tangible book value rises to $13.86 per share, book value increases to $15.10 per share, and stockholders’ equity rises to $1.78 billion KCG announces plans to launch a modified Dutch auction

May 1, 2015 EX-99.2

KCG Holdings, Inc. (NYSE: KCG)

EX-99.2 3 d919694dex992.htm EX-99.2 KCG Holdings, Inc. (NYSE: KCG) 1st Quarter 2015 Earnings Presentation May 1, 2015 Exhibit 99.2 Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as "believe,

May 1, 2015 EX-99.1

KCG ANNOUNCES CONSOLIDATED EARNINGS OF $2.19 PER DILUTED SHARE FOR THE FIRST QUARTER OF 2015 From first quarter 2015 results and the sale of KCG Hotspot, KCG’s tangible book value rises to $13.86 per share, book value increases to $15.10 per share, a

EX-99.1 2 d919694dex991.htm EX-99.1 Exhibit 99.1 KCG ANNOUNCES CONSOLIDATED EARNINGS OF $2.19 PER DILUTED SHARE FOR THE FIRST QUARTER OF 2015 From first quarter 2015 results and the sale of KCG Hotspot, KCG’s tangible book value rises to $13.86 per share, book value increases to $15.10 per share, and stockholders’ equity rises to $1.78 billion KCG announces plans to launch a modified Dutch auction

April 2, 2015 DEF 14A

KCG Holdings DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 2, 2015 EX-10.1

* * *

EX-10.1 Exhibit 10.1 EXECUTION COPY March 30, 2015 Mr. George Sohos at the address in the Schedule Re: Separation Agreement Dear George, This letter agreement (this “Agreement”) sets forth the terms of your departure from KCG Holdings, Inc., a Delaware corporation (the “Company” and, together with its affiliates, “KCG”). 1. Separation Date. Effective March 2, 2015 (your “Effective Date”), you resi

April 2, 2015 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 30, 2015 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File

March 16, 2015 EX-1.1

$500,000,000 KCG Holdings, Inc. 6.875% Senior Secured Notes due 2020 PURCHASE AGREEMENT

EX-1.1 2 d890726dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION $500,000,000 KCG Holdings, Inc. 6.875% Senior Secured Notes due 2020 PURCHASE AGREEMENT March 10, 2015 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: KCG Holdings, Inc., a Delaware corporation (the “Company”), and each of the Guarantors (as hereinafter defined) hereby agree with you as follows: 1. Issua

March 16, 2015 EX-99.2

KCG COMPLETES SALE OF KCG HOTSPOT

Exhibit 99.2 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG COMPLETES SALE OF KCG HOTSPOT JERSEY CITY, New Jersey ? March 13, 2015 ? KCG Holdings, Inc. (NYSE: KCG) today announced the completion of the sale of spot FX trading venue KCG Hotspot to BATS Global Markets. At the close, based on the $365 million purch

March 16, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

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): March 10, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File

March 16, 2015 EX-10.1

SECURITY AGREEMENT KCG HOLDINGS, INC. as Issuer THE GUARANTORS PARTY HERETO THE BANK OF NEW YORK MELLON, as Collateral Agent and as Trustee Dated as of March 13, 2015 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS AND INTERPRETATION 2 SECTION 1.1 De

Exhibit 10.1 EXECUTION COPY SECURITY AGREEMENT By KCG HOLDINGS, INC. as Issuer and THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON, as Collateral Agent and as Trustee Dated as of March 13, 2015 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS AND INTERPRETATION 2 SECTION 1.1 Definitions 2 SECTION 1.2 Interpretation 10 SECTION 1.3 Resolution of Drafting Ambiguities 10 SECTION 1.4 Perfect

March 16, 2015 EX-4.1

KCG HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.875% SENIOR SECURED NOTES DUE 2020 Dated as of March 13, 2015 The Bank of New York Mellon Trustee and Collateral Agent TABLE OF CONTENTS Page ARTICLE 1DEFINITIONS AND INCORPORATION BY REFER

EX-4.1 3 d890726dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION KCG HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.875% SENIOR SECURED NOTES DUE 2020 INDENTURE Dated as of March 13, 2015 The Bank of New York Mellon Trustee and Collateral Agent TABLE OF CONTENTS Page ARTICLE 1DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 31 Section 1

March 16, 2015 EX-99.1

KCG ANNOUNCES PRICING OF PRIVATE OFFERING OF $500 MILLION OF 6.875% SENIOR SECURED NOTES DUE 2020

Exhibit 99.1 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES PRICING OF PRIVATE OFFERING OF $500 MILLION OF 6.875% SENIOR SECURED NOTES DUE 2020 JERSEY CITY, New Jersey ? March 11, 2015 ? KCG Holdings, Inc. (NYSE: KCG) today announced that on March 10, 2015, it priced a private offering of $500 million

March 2, 2015 EX-21.1

Significant Subsidiaries of the Registrant

Exhibit 21.1 Significant Subsidiaries of the Registrant The following are significant subsidiaries of KCG Holdings, Inc. as of December 31, 2014 and the states in which they are organized. Indentation indicates the principal parent of each subsidiary. Except as otherwise specified, in each case KCG Holdings, Inc. owns, directly or indirectly, at least 99% of the voting securities of each subsidiar

March 2, 2015 EX-10.12

Contract of Employment

Exhibit 10.12 Contract of Employment This Agreement between you, Philip Allison (“You”) and KCG Europe Limited, City Place House, 55 Basinghall Street, London EC2V 5DU (the “Company”) as at 19 March 2014 comprises your contract of employment with the Company and a statement of the main terms and conditions of your employment which are required by section 1 of the Employment Rights Act 1996. 1. You

March 2, 2015 EX-99.1

KCG ANNOUNCES EXPECTED CAPITAL MARKETS DEBT TRANSACTION

EX-99.1 Exhibit 99.1 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES EXPECTED CAPITAL MARKETS DEBT TRANSACTION JERSEY CITY, New Jersey – February 27, 2015 – KCG Holdings, Inc. (NYSE: KCG) today announced that it expects to launch a capital markets debt transaction in the next week, subject to market con

March 2, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 kcg2014123110-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exact na

March 2, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

Form 8-K 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): February 27, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Comm

February 3, 2015 EX-99.1

Sales Plan

EX-99.1 2 d864674dex991.htm EXHIBIT 99.1 Exhibit 99.1 Sales Plan Sales Plan, adopted February 2, 2015 (the “Sales Plan”), between the Daniel V. Tierney 2011 Trust (“Seller”) and J.P. Morgan Securities LLC (“JPMS”). The purpose of this Sales Plan is to achieve the investment objectives of broader diversification of investments, while reducing the risk of over concentration in a particular investmen

February 3, 2015 SC 13D/A

KCG Holdings Form SC 13D/A (Activist Acquisition of More Than 5% of Shares)

SC 13D/A 1 d864674dsc13da.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Emma Cuadrado Wicklow Capital, Inc. 53 W. Jackson

February 3, 2015 8-K

Other Events

Form 8-K 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): February 2, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commi

February 3, 2015 EX-99.1

RULE 10b5-1 PLAN

EX-99.1 2 d864698dex991.htm EXHIBIT 99.1 Exhibit 99.1 RULE 10b5-1 PLAN This Rule 10b5-1 Plan is entered into as of February 2, 2015 (the “Plan”), by and between Serenity Investments LLC (“Seller”) and William Blair & Company, L.L.C. (the “Broker-Dealer”). WHEREAS, the Seller desires to establish the Plan to sell shares of common stock, par value $.01 per share (the “Stock”), of KCG Holdings, Inc.

February 3, 2015 SC 13D/A

KCG / KCG Holdings, Inc. / Serenity Investments, LLC - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d864698dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Stephen G. Schuler Serenity Investments, LLC 830

February 3, 2015 EX-99.2

RULE 10b5-1 PLAN

EX-99.2 3 d864698dex992.htm EXHIBIT 99.2 Exhibit 99.2 RULE 10b5-1 PLAN This Rule 10b5-1 Plan is entered into as of February 2, 2015 (the “Plan”), by and between THE SCHULER FAMILY GST TRUST DTD 06/06/03 (“Seller”) and William Blair & Company, L.L.C. (the “Broker-Dealer”). WHEREAS, the Seller desires to establish the Plan to sell shares of common stock, par value $.01 per share (the “Stock”), of KC

January 30, 2015 EX-99.2

KCG Holdings, Inc. (NYSE: KCG)

EX-99.2 3 d862691dex992.htm EX-99.2 KCG Holdings, Inc. (NYSE: KCG) 4 Quarter 2014 Earnings Presentation January 30, 2015 th Exhibit 99.2 Safe Harbor Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words

January 30, 2015 EX-99.1

KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.23 PER DILUTED SHARE FOR THE FOURTH QUARTER OF 2014 Pre-tax income from continuing operations of $26.5 million includes a net charge of $4.0 million from items that are unrelated to core operations

EX-99.1 Exhibit 99.1 KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.23 PER DILUTED SHARE FOR THE FOURTH QUARTER OF 2014 Pre-tax income from continuing operations of $26.5 million includes a net charge of $4.0 million from items that are unrelated to core operations JERSEY CITY, New Jersey – January 30, 2015 – KCG Holdings, Inc. (NYSE: KCG) today reported consolidated earnings of $26.1 million, or $0.23

January 30, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): January 30, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File Number)

January 29, 2015 EX-2.1

SECURITIES PURCHASE AGREEMENT KNIGHT CAPITAL GROUP, INC. BATS GLOBAL MARKETS, INC. Dated January 27, 2015 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1. Specific Definitions 1 1.2. Interpretation 17 ARTICLE 2 TERMS OF PURCHASE AND SALE 19 2.1. S

EX-2.1 Exhibit 2.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT between KNIGHT CAPITAL GROUP, INC. and BATS GLOBAL MARKETS, INC. Dated January 27, 2015 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1. Specific Definitions 1 1.2. Interpretation 17 ARTICLE 2 TERMS OF PURCHASE AND SALE 19 2.1. Shares to Be Purchased 19 2.2. Purchase Price 19 2.3. Estimated Purchase Price 19 ARTICLE 3 CLOSING 19

January 29, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): January 27, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commi

January 28, 2015 8-K

Financial Statements and Exhibits, Other Events

Form 8-K 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): January 28, 2015 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commi

January 28, 2015 EX-99.1

KCG ANNOUNCES SALE OF KCG HOTSPOT TO BATS GLOBAL MARKETS Transaction is expected to increase KCG’s tangible book value by approximately $2.00 per share

EX-99.1 2 d860643dex991.htm EX-99.1 Exhibit 99.1 KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES SALE OF KCG HOTSPOT TO BATS GLOBAL MARKETS Transaction is expected to increase KCG’s tangible book value by approximately $2.00 per share JERSEY CITY, New Jersey – January 28, 2015 – KCG Holdings, Inc. (NYSE

January 15, 2015 CORRESP

KCG / KCG Holdings, Inc. CORRESP - -

Correspondence KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com January 15, 2015 Mr. Christian Windsor Special Counsel United States Securities and Exchange Commission Washington, D.C. 20549 RE: KCG Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 Amendment No. 1 to Form 10-K for Fi

January 6, 2015 EX-10.2

Terms Schedule to Employment Agreement Name Steffen Parratt Scheduled Term From January 1, 2015 through the 3rd anniversary of that date (the “Initial Term”) and shall then renew automatically for one-year periods (each, an “Extension Term”) until yo

EX-10.2 3 d846154dex102.htm EX-10.2 Exhibit 10.2 Terms Schedule to Employment Agreement Name Steffen Parratt Scheduled Term From January 1, 2015 through the 3rd anniversary of that date (the “Initial Term”) and shall then renew automatically for one-year periods (each, an “Extension Term”) until you or the Company gives written notice to the other of nonrenewal at least 90 days before the end of t

January 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K 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): January 6, 2015 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commis

January 6, 2015 EX-10.1

- 2 -

EX-10.1 2 d846154dex101.htm EX-10.1 Exhibit 10.1 January 2, 2015 Steffen Parratt [at the address on file with the Company] Re: Employment Agreement Dear Steffen: This letter agreement (“Agreement”) sets forth the terms of your employment with KCG Holdings, Inc., a Delaware corporation (the “Company”) and its affiliates (together, the “Group”). 1. Terms Schedule Some of the terms of your employment

December 17, 2014 CORRESP

KCG / KCG Holdings, Inc. CORRESP - -

Correspondence KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com December 17, 2014 Mr. Christian Windsor Special Counsel United States Securities and Exchange Commission Washington, D.C. 20549 RE: KCG Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 Amendment No. 1 to Fork 10-K for F

November 12, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K 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): November 6, 2014 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commi

November 12, 2014 EX-10.1

* * * Mr. Steven Bisgay Page 5

EX-10.1 2 d820487dex101.htm EX-10.1 Exhibit 10.1 EXECUTION COPY November 6, 2014 Mr. Steven Bisgay at the address in the Schedule Re: Advisory Services and Separation Agreement Dear Steve, This letter agreement (this “Agreement”) sets forth the terms of your departure from KCG Holdings, Inc., a Delaware corporation (the “Company” and, together with its affiliates, “KCG”) and the additional advisor

November 10, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exact name of registrant as spe

October 30, 2014 EX-99.2

KCG Holdings, Inc. (NYSE: KCG)

EX-99.2 3 d811294dex992.htm EX-99.2 KCG Holdings, Inc. (NYSE: KCG) 3 Quarter 2014 Earnings Presentation October 30, 2014 Exhibit 99.2 rd Safe Harbor Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words

October 30, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): October 30, 2014 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File Num

October 30, 2014 EX-99.1

KCG ANNOUNCES THIRD QUARTER 2014 RESULTS KCG reported a GAAP net loss of $9.6 million; pre-tax loss from continuing operations of $15.2 million includes a net benefit of $4.3 million unrelated to core operations KCG repurchased 3.6 million shares for

EX-99.1 KCG ANNOUNCES THIRD QUARTER 2014 RESULTS KCG reported a GAAP net loss of $9.6 million; pre-tax loss from continuing operations of $15.2 million includes a net benefit of $4.3 million unrelated to core operations KCG repurchased 3.6 million shares for approximately $42.1 million during the quarter JERSEY CITY, New Jersey – October 30, 2014 – KCG Holdings, Inc. (NYSE: KCG) today reported a G

October 17, 2014 S-8 POS

KCG / KCG Holdings, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on October 17, 2014 Registration No. 333-189746 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 38

September 23, 2014 8-K

Costs Associated with Exit or Disposal Activities

Form 8-K 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): September 23, 2014 KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Com

September 15, 2014 EX-10.1

September 15, 2014

EX-10.1 Exhibit 10.1 Confidential September 15, 2014 Mr. Sean Galvin At the Address on File with KCG Re: Interim Chief Financial Officer Dear Sean: On behalf of the Board of Directors, we appreciate your agreement to serve as Interim Chief Financial Officer of KCG Holdings, Inc. while the Company undertakes its process for identifying and selecting a permanent Chief Financial Officer. This letter

September 15, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d789905d8k.htm 8-K 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): September 15, 2014 (September 12, 2014) KCG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54991 38-3898306 (State or othe

September 10, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d786650d8k.htm FORM 8-K 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): September 10, 2014 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction o

September 10, 2014 EX-99.1

KCG Holdings, Inc. (NYSE: KCG)

EX-99.1 2 d786650dex991.htm EX-99.1 KCG Holdings, Inc. (NYSE: KCG) Barclays Global Financial Services Conference September 10, 2014 Exhibit 99.1 Safe Harbor Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified

August 11, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 kcg2014063010-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exac

August 1, 2014 EX-99.2

KCG Holdings, Inc. (NYSE: KCG)

EX-99.2 3 d769138dex992.htm EX-99.2 KCG Holdings, Inc. (NYSE: KCG) 2 Quarter 2014 Earnings Presentation August 1, 2014 nd Exhibit 99.2 Safe Harbor Certain statements contained herein may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words s

August 1, 2014 EX-99.1

KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.08 PER DILUTED SHARE FOR THE SECOND QUARTER OF 2014 Consolidated revenues of $314.1 million and pre-tax earnings from continuing operations of $14.5 million during the quarter Pre-tax earnings includes expens

EX-99.1 Exhibit 99.1 KCG ANNOUNCES CONSOLIDATED EARNINGS OF $0.08 PER DILUTED SHARE FOR THE SECOND QUARTER OF 2014 Consolidated revenues of $314.1 million and pre-tax earnings from continuing operations of $14.5 million during the quarter Pre-tax earnings includes expenses of $7.0 million unrelated to core operations, comprising reduction in workforce, writedown of capitalized debt costs and lease

August 1, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d769138d8k.htm FORM 8-K 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): August 1, 2014 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (

July 18, 2014 SC 13D/A

KCG / KCG Holdings, Inc. / Serenity Investments, LLC - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* KCG Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 48244B 100 (CUSIP Number) Stephen G. Schuler Serenity Investments, LLC 830 North Boulevard Oak Park, Illinois (708) 386-0441 with a copy

June 4, 2014 EX-99.1

KCG Holdings, Inc. (NYSE: KCG)

EX-99.1 2 d737454dex991.htm EX-99.1 KCG Holdings, Inc. (NYSE: KCG) Sandler O’Neill Global Exchange & Brokerage Conference June 4, 2014 Exhibit 99.1 Safe Harbor Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identifi

June 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d737454d8k.htm 8-K 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): June 4, 2014 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorpora

June 2, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 30, 2014 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File Nu

June 2, 2014 EX-4.1

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EX-4.1 2 d734964dex41.htm EX-4.1 Exhibit 4.1 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of May 30, 2014, by KCG Holdings, Inc. (the “Company”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Registration Rights Agreement. W I T N E S S E T H WHEREAS, the Company, certain

May 15, 2014 8-K

Submission of Matters to a Vote of Security Holders

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): May 15, 2014 (May 14, 2014) KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of incorporation) (Commission File N

May 14, 2014 8-K

Regulation FD Disclosure

8-K 1 d727220d8k.htm FORM 8-K 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): May 14, 2014 KCG HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-54991 38-3898306 (State or other jurisdiction of inco

May 12, 2014 EX-10.2

LESSOR: LESSEE: CISCO SYSTEMS CAPITAL CORPORATION KCG AMERICAS., LLC By: /s/ CRAIG SCHAUMAN By: /s/ ROBERT MCQUEEN (Authorized Signature) (Authorized Signature) Craig Schauman Robert McQueen / Assistant General Counsel (Name/Title) (Name/Title)

No. 11093 MASTER AGREEMENT TO LEASE EQUIPMENT THIS MASTER AGREEMENT TO LEASE EQUIPMENT (this ?Agreement?) is entered into as of March 10, 2014, by and between CISCO SYSTEMS CAPITAL CORPORATION (?Lessor?), having its principal place of business at 170 West Tasman Drive, Mailstop SJC-13, 3rd Floor, San Jose, California 95134 and KCG AMERICAS, LLC, a Delaware limited liability company (?Lessee?), hav

May 12, 2014 EX-10.5

KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE AND EFFECTIVENESS

As of March 25, 2014 KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE AND EFFECTIVENESS 1.1 Purpose. The purpose of the KCG Holdings, Inc. Amended and Restated Equity Incentive Plan (the ?Plan?) is to promote the success of KCG Holdings, Inc. (the ?Company?) by providing a method whereby employees, officers and directors of the Company and its Affiliates may be encou

May 12, 2014 EX-10.4

KCG HOLDINGS, INC. jkdaskdka By: /s/ ROBERT MCQUEEN Title: Robert McQueen Address: One Liberty plaza 165 Broadway, 19th floor New York, NY 10006

GUARANTY THIS GUARANTY (this ?Guaranty?) is executed as of March 13, 2014, by KCG HOLDINGS, INC.

May 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 kcg2014033110-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 000-54991 Commission File Number KCG HOLDINGS, INC. (Exa

May 12, 2014 EX-10.3

AMENDMENT No. 1 TO MASTER LEASE AGREEMENT No. 11093 BETWEEN KCG AMERICAS, LLC AND CISCO SYSTEMS CAPITAL CORPORATION

EX-10.3 4 kcgexhibit103q114.htm EXHIBIT 10.3 AMENDMENT No. 1 TO MASTER LEASE AGREEMENT No. 11093 BETWEEN KCG AMERICAS, LLC AND CISCO SYSTEMS CAPITAL CORPORATION This Amendment (the “Amendment”) to the Master Lease Agreement No. 11093 (the “Master Lease”) by and between Cisco Systems Capital Corporation (“Lessor”), a Nevada corporation having its principal place of business at 170 West Tasman Drive

May 12, 2014 EX-10.1

AIRCRAFT TIMESHARING AGREEMENT

EX-10.1 2 kcgexhibit101q114.htm EXHIBIT 10.1 AIRCRAFT TIMESHARING AGREEMENT THIS AIRCRAFT TIME SHARE AGREEMENT is made and entered as of April 17, 2014, between Redmont Holdings LLC (“Lessor”), whose address is 3536 Redmont Road, Birmingham, AL 35213 and KCG Holdings, Inc. (“Lessee”), with offices at 545 Washington Boulevard, Jersey City, NJ 07310. PRELIMINARY STATEMENT. Lessor agrees to provide h

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