Gap-w Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GA-GTCO Interholdco, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KCG Holdings, Inc. [ KCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
*See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01 per share	06/08/2015		S(1)		8,284,916	D	$14	20,209,027	D(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

GA-GTCO Interholdco, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC GENPAR, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC PARTNERS 83, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Partners 93, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GA-GTCO US AIV, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GA-GTCO AIV, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP-W, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS III, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS IV, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares tendered by GA-GTCO Interholdco, LLC, a Delaware limited liability company ("GA-GTCO Interholdco"), and accepted for purchase by KCG Holdings, Inc. ("KCG") in the tender offer commenced by KCG on May 4, 2015 (the final results of which were announced by KCG on June 9, 2015). See Notes 2-7 for more information.

2. GA-GTCO Interholdco is the direct record holder of 20,209,027 shares of the issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock").

3. General Atlantic Partners 83, L.P., a Delaware limited partnership ("GAP 83"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 5,907,975 shares of Class A Common Stock held by GA-GTCO Interholdco; General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 2,950,493 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO US AIV, L.P., a Delaware limited partnership ("GA US AIV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 3,231,037 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO AIV, L.P., a Delaware limited partnership ("GA AIV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 1,883,976 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 4)

4. (cont'd from footnote 3) GAP-W, LLC, a Delaware limited liability company ("GAP-W"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 4,185,409 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 1,445,841 shares of Common Stock held by GA-GTCO Interholdco; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 344,573 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 27,625 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 5)

5. (cont'd from footnote 4) and GapStar, LLC, a Delaware limited liability company ("GapStar" and, together with GAP 83, GAP 93, GA US AIV, GA AIV, GAP-W, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 232,098 shares of Class A Common Stock held by GA-GTCO Interholdco.

6. The general partner of GAP 83, GAP 93, GAP US AIV and GAP 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 Class A Common Stock and 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 7)

7. (cont'd from footnote 6) 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.

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.

	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	/s/ Thomas J. Murphy	06/10/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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