UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FXCM Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
302693 106
(CUSIP Number)
David S. Sassoon
c/o FXCM, Inc.
55 Water Street, Floor 50, New York, NY 10041
(646) 432-2986
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.¨
Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 302693 106 | 13D | Page 2 of 5 Pages | ||
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Ahdout | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ | |||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS (see instructions) OO | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 2,959,119 | ||
| 8. | SHARED VOTING POWER 0 | |||
| 9. | SOLE DISPOSITIVE POWER 2,959,119 | |||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,959,119 | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | |||
| 14. | TYPE OF REPORTING PERSON (see instructions) IN |
| CUSIP No. 302693 106 | 13D/A | Page 3 of 5 Pages | ||
Amendment No. 3 to Statement on Schedule 13D
This Amendment No. 3 (this “Amendment”) amends and supplements the statement on Schedule 13D with respect to the Class A common stock (“Class A Common Stock”) of FXCM Inc., a Delaware corporation (the “Issuer”), filed by William Ahdout with the Securities and Exchange Commission on January 23, 2012, as amended on February 14, 2013 and December 20, 2013 (collectively, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended and restated as follows:
This Schedule 13D is being filed by William Ahdout (the “Reporting Person”).
The Reporting Person is a citizen of the United States and is a Director of the Issuer. The Reporting Person is also the Chief Dealer and a Managing Director at the Issuer. The Issuer is an online provider of foreign exchange trading and related services to domestic and international retail and institutional customers and offers customers access to global over-the-counter foreign exchange markets. The principal business address of the Reporting Person is c/o FXCM Inc., 55 Water Street, Floor 50, New York, NY 10041.
During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The first paragraph of Item 3 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Person beneficially owns 2,959,119 units of FXCM Holdings LLC (“FXCM Holdings”), all of which are held directly. These units were originally received by the Reporting Person in a reclassification of the outstanding limited liability company interests of FXCM Holdings effected prior to the initial public offering of the Class A Common Stock of the Issuer.
Item 4. Purpose of Transaction.
The first paragraph of Item 4 of the Schedule 13D is hereby amended and restated as follows:
The information set forth under Items 3 and 6 is hereby incorporated by reference.
On February 22, 2012, the William Ahdout 2010 GRAT distributed 2,168,928 units of FXCM Holdings to the Reporting Person, who contributed those units of FXCM Holdings Inc. to the William Ahdout 2012 GRAT. These transactions did not change the Reporting Person’s beneficial ownership in shares of Class A Common Stock.
On November 30, 2012, the William Ahdout 2010 GRAT terminated and transferred 2,398,919 units of FXCM Holdings to the Reporting Person, individually, and transferred 667,464 units of FXCM Holdings to a trust for the benefit of the Reporting Person’s family, of which the Reporting Person is not a trustee. Additionally, on November 30, 2012, the Reporting Person, in his individual capacity, transferred 455,374 units of FXCM Holdings to a separate trust for the benefit of his family, for which the Reporting Person is not a trustee.
On February 25, 2013, the William Ahdout 2012 GRAT distributed 648,980 units of FXCM Holdings to the Reporting Person. On April 1, 2014, the William Ahdout 2012 GRAT terminated and transferred 703,220 units of FXCM to the Reporting Person and transferred 791,728 units of FXCM Holdings to trusts for the benefit of the Reporting Persons’ family, of which the Reporting Person is not a trustee.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
The ownership percentages set forth below are based on 45,752,292 shares of the Issuer’s Class A Common Stock outstanding as of March 12, 2014 as set forth in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 17, 2014, plus the number of shares of Class A Common Stock that may be received upon exchange of units of FXCM Holdings beneficially owned by the Reporting Person.
(a) As a result of the Exchange Agreement, the Reporting Person may be deemed to beneficially own a total of 2,959,119 shares of Class A Common Stock (based on the number of shares of Class A Common Stock that may be received in exchange of units of FXCM Holdings), representing 6.1% of the total number of shares of Class A Common Stock outstanding.
(b) The Reporting Person has the sole power to vote and dispose of the shares of the Class A Common Stock that he beneficially owns.
(c) Other than the transactions described herein, there have been no transactions in shares of Class A Common Stock by the Reporting Person in the previous 60 days.
(d) Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Person’s securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The first paragraph of Item 6 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Person holds one share of Class B common stock (the “Class B Common Stock”) of the Issuer. Each holder of Class B Common Stock is entitled to a number of votes at the Issuer’s stockholder meetings that is equal to the number of units in FXCM Holdings held by such holder, regardless of the number of shares of Class B Common Stock held by such holder.
| CUSIP No. 302693 106 | 13D/A | Page 5 of 5 Pages | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
/s/ William Ahdout William Ahdout
|
Date: April 11, 2014
