SEC Form 4 · accession 0000950142-16-004868
Virtu KCG Holdings LLC · KCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 28, 2016
Accepted (ET)
Nov 30, 2016 · 5:32 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 shareF1,F2,F3,F4,F5,F6,F7,F8 | Nov 28, 2016 | S$0 | 18,709,027 | — | D | 0 | 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 WarrantsF1,F5,F6,F7,F8 | $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 | D |
| Class B WarrantsF1,F5,F6,F7,F8 | $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 | D |
| Class C WarrantsF1,F5,F6,F7,F8 | $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 | D |
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.
- F2GA-GTCO Interholdco disposed of a beneficial interest in 18,709,027 shares of Class A Common Stock in an exchange with the Issuer for 8,202,124 shares of Bats Common Stock. General Atlantic Partners 83, L.P., a Delaware limited partnership ("GAP 83"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 5,469,459 shares of Class A Common Stock held by GA-GTCO Interholdco; General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 2,731,495 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO US AIV, L.P., a Delaware limited partnership ("GA US AIV"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 2,991,216 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 3)
- F3(cont'd from footnote 2) GA-GTCO AIV, L.P., a Delaware limited partnership ("GA AIV"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 1,744,139 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP-W, LLC, a Delaware limited liability company ("GAP-W"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 3,874,750 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 1,338,525 shares of Common Stock held by GA-GTCO Interholdco; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 318,997 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 4)
- F4(cont'd from footnote 3) GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 25,575 shares of Class A Common Stock held by GA-GTCO Interholdco; and GapStar, LLC, a Delaware limited liability company ("GapStar"), and a member of GA-GTCO Interholdco, disposed of a beneficial interest in 214,871 shares of Class A Common Stock held by GA-GTCO Interholdco.
- F5The general partner of GAP 83, GAP 93, GA US AIV and GA AIV is General Atlantic GenPar, L.P. ("GenPar"). 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 as beneficially owned by the reporting persons 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. (cont'd in footnote 6)
- F6(cont'd from footnote 5) The managing directors of GA LLC may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, 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. All individuals disclaim beneficial ownership of the securities owned by GA-GTCO Interholdco, except to the extent of their respective pecuniary interest therein.
- F7GA-GTCO Interholdco disposed of a beneficial interest in an aggregate of 7,016,979 Warrants in an exchange with the Issuer for 613,412 shares of Bats Common Stock. GAP 83 disposed of a beneficial interest in 825,411 Class A Warrants, 825,411 Class B Warrants and 825,408 Class C Warrants, each held by GA-GTCO Interholdco; GA US AIV disposed of a beneficial interest in 451,413 Class A Warrants, 451,413 Class B Warrants and 451,410 Class C Warrants, each held by GA-GTCO Interholdco; GA AIV disposed of a beneficial interest in 263,213 Class A Warrants, 263,213 Class B Warrants and 263,212 Class C Warrants, each held by GA-GTCO Interholdco; GAP-W disposed of a beneficial interest in 584,749 Class A Warrants, 584,749 Class B Warrants and 584,746 Class C Warrants, each held by GA-GTCO Interholdco; (cont'd in footnote 8)
- F8(cont'd from footnote 7) GAPCO III disposed of a beneficial interest in 144,502 Class A Warrants, 144,502 Class B Warrants and 144,500 Class C Warrants, each held by GA-GTCO Interholdco; GAPCO IV disposed of a beneficial interest in 34,580 Class A Warrants, 34,580 Class B Warrants and 34,580 Class C Warrants, each held by GA-GTCO Interholdco; GAPCO CDA disposed of a beneficial interest in 2,702 Class A Warrants, 2,702 Class B Warrants and 2,702 Class C Warrants, each held by GA-GTCO Interholdco; and GapStar disposed of a beneficial interest in 32,427 Class A Warrants, 32,427 Class B Warrants and 32,427 Class C Warrants, each held by GA-GTCO Interholdco.
Remarks
Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is filed by GAPCO CDA and GapStar. An accompanying filing is filed, on the date hereof, by GA-GTCO Interholdco, GA LLC, GenPar, GAP 83, GAP 93, GA US AIV, GA AIV, GAP-W, GAPCO III and GAPCO IV. The two filings relate to the same transactions described above.