SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(State or other jurisdiction
545 Washington Boulevard, Jersey City, NJ 07310
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On June 9, 2015, each of Serenity Investments, LLC (Serenity) and the
Schuler Family GST Trust (the Schuler Trust) adopted a pre-arranged stock trading plan in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934 (the Exchange Act), pursuant to which
Serenity and the Schuler Trust may each make sales of the Class A common stock (Common Stock) of KCG Holdings, Inc. (the Company). Serenity is controlled by Stephen Schuler, a member of the board of directors of the
Company. Stephen Schuler may also be deemed to share voting and dispositive power with respect to securities held by the Schuler Trust. For more information on these plans, see Amendment No. 10 to Schedule 13D filed by the Serenity on
June 11, 2015.
On June 10, 2015, the Daniel V. Tierney 2011 Trust (the Tierney Trust) adopted a pre-arranged stock trading plan in
accordance with guidelines specified under Rule 10b5-1 of the Exchange Act, pursuant to which the Tierney Trust may make sales of the Companys Common Stock. Daniel Tierney, a member of the board of directors of the Company, is the settlor and
sole beneficiary of the Tierney Trust. For more information on this plan, see Amendment No. 9 to Schedule 13D filed by the Tierney Trust on June 11, 2015.
All 10b5-1 plans described herein were adopted during an authorized trading period and transactions under the plans are subject to certain conditions
contained in the plans, including conditions relating to the trading price of the Common Stock. Under Rule 10b5-1 trading plans, trades may be executed at times when an officer or director is in possession of material non-public information provided
the trade is executed based on the application of a formula or binding instructions determined at the time the trading plan was arranged and the trading plan was entered into at a time when the officer or director was not in possession of material
non-public information. Any transactions that occur under these plans will be publicly disclosed in accordance with U.S. securities laws. The Company does not undertake to report 10b5-1 trading plans that may be adopted by any officers or directors
in the future, or to report any modification or termination of any trading plan, whether or not the plan was publicly announced, except to the extent required by law.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigneds duly authorized signatory.
Dated: June 12, 2015
|KCG HOLDINGS, INC.|
/s/ John McCarthy