KCG Form 4 KCG / Gregory A Tusar ownership change

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^*

Tusar Gregory A

(Last) (First) (Middle)

KCG HOLDINGS, INC.

300 VESEY STREET

(Street)

NEW YORK NY 10282

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

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2017

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

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

X	Form filed by One Reporting Person
	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	04/21/2017		M		75,910	A	(1)	288,480	D
Class A Common Stock, par value $0.01 per share	04/21/2017		S		158,080	D	(2)	130,400	D
Class A Common Stock, par value $0.01 per share	04/24/2017		M		11,600	A	(1)	142,000	D
Class A Common Stock, par value $0.01 per share	04/24/2017		S		32,100	D	(3)	109,900	D

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
Stock Options (right to buy)	$8.25	04/21/2017		M			75,910	(4)	08/20/2018	Class A Common Stock	75,910	$0.00	15,000	D
Stock Options (right to buy)	$8.25	04/24/2017		M			11,600	(4)	08/20/2018	Class A Common Stock	11,600	$0.00	3,400	D

Explanation of Responses:

1. Reflects the exercise by the Reporting Person of Stock Options granted by KCG Holdings, Inc. under the KCG Holdings, Inc. Amended and Restated Equity Incentive Plan.

2. Represents the sale of 158,080 shares in multiple transactions at prices ranging from $19.75 to $19.76 per share, resulting in a weighted average sale price per share of $19.75. The reporting person undertakes to provide the SEC, the Issuer, or any security holder of the Issuer, upon request, full information pertaining to the number of shares sold at each price.

3. Represents the sale of 32,100 shares in multiple transactions at prices ranging from $19.75 to $19.78 per share, resulting in a weighted average sale price per share of $19.76. The reporting person undertakes to provide the SEC, the Issuer, or any security holder of the Issuer, upon request, full information pertaining to the number of shares sold at each price.

4. Stock options granted by KCG Holdings, Inc. under the KCG Holdings, Inc. Amended and Restated Equity Incentive Plan. The options vested in full on August 20, 2016.

Remarks:

Head of Global Execution Services and Platforms

	/s/ Robert McQueen as attorney-in-fact for Gregory A. Tusar	04/25/2017
	** 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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