SEC Form 4 · accession 0000950142-16-004866

Virtu KCG Holdings LLC · KCG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rene M Kern

Director

Period of report

Nov 28, 2016

Accepted (ET)

Nov 30, 2016 · 5:29 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001569391

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock, par value $0.01 per share^F1,F2,F3,F4	Nov 28, 2016	S$0	18,709,027	—	D	0	I	See Footnote
Class A Common Stock, par value $0.01 per share	holding	—	—		—	14,178	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class A Warrants^F1,F2,F3,F4	$12.00	Nov 28, 2016	S	2,338,997	D	Jul 1, 2013	Jul 1, 2017	Class A Common Stock	2,338,997	359,231	I
Class B Warrants^F1,F2,F3,F4	$13.50	Nov 28, 2016	S	2,338,997	D	Jul 1, 2013	Jul 1, 2018	Class A Common Stock	2,338,997	359,231	I
Class C Warrants^F1,F2,F3,F4	$15.00	Nov 28, 2016	S	2,338,985	D	Jul 1, 2013	Jul 1, 2019	Class A Common Stock	2,338,985	359,242	I

Explanation of responses

F1All shares owned by GA-GTCO Interholdco, LLC ("GA-GTCO Interholdco"), a Delaware limited liability company. On November 28, 2016, pursuant to a purchase agreement (the "Purchase Agreement") between KCG Holdings, Inc. (the "Issuer") and GA-GTCO Interholdco, dated as of November 17, 2016, GA-GTCO Interholdco disposed of (i) 18,709,027 of the Issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") in exchange for 8,202,124 shares of common stock, par value $0.01 per share of Bats Global Markets, Inc. ("Bats Common Stock") and (ii) 7,016,979 warrants to purchase Class A Common Stock ("Warrants") in exchange for 613,412 shares of Bats Common Stock.
F2The members of GA-GTCO Interholdco are General Atlantic Partners 83, L.P., a Delaware limited partnership ("GAP 83"), General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), GA-GTCO US AIV, L.P., a Delaware limited partnership ("GA US AIV"), GA-GTCO AIV, L.P., a Delaware limited partnership ("GA AIV"), GAP-W, LLC, a Delaware limited liability company ("GAP-W"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), and GapStar, LLC, a Delaware limited liability company ("GapStar"). The general partner of GAP 83, GAP 93, GA US AIV and GA AIV is General Atlantic GenPar, L.P. ("GenPar"); (cont'd in footnote 3)
F3(cont'd from footnote 2) GenPar is also the manager of GAP-W. The general partner of GenPar is General Atlantic LLC ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. While GA LLC and GenPar may be deemed to beneficially own all of the Warrants reported herein, each disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein. Certain managing directors of GA LLC are the members of GapStar. The managing directors of GA LLC may be deemed to share voting and dispositive power with respect to shares and interests described herein, and voting and disposition decisions are made by a portfolio committee of GA LLC comprised of certain of the managing directors and officers of GA LLC. (cont'd in footnote 4)
F4(cont'd from footnote 3) All individuals, including Mr. Kern, disclaim beneficial ownership of the Warrants owned by GA-GTCO Interholdco except to the extent of their respective pecuniary interest therein. Mr. Kern is a managing director of GA LLC.