UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2016
KCG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 000-54991 | | 38-3898306 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No. |
545 Washington Boulevard, Jersey City, NJ 07310
(Address of principal executive offices) (Zip Code)
(201) 222-9400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On July 7, 2016, KCG Holdings, Inc. (“KCG”) filed an automatic shelf registration statement related to shares of KCG common stock and warrants to purchase shares of KCG common stock owned by GA-GTCO Interholdco, LLC (“GA-GTCO”), a current KCG shareholder and former holder of units of GETCO Holding Company, LLC (“GETCO”), which were received in the merger of Knight Capital Group, Inc. and GETCO. Pursuant to a registration rights agreement entered into by KCG and GA-GTCO at the closing of the merger, KCG was required to file this registration statement upon expiration of the initial selling shareholder automatic shelf registration statement filed at the closing of the merger, which expired on July 1, 2016.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned’s duly authorized signatory.
Dated: July 7, 2016
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| KCG HOLDINGS, INC. |
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| By: | | /s/ John McCarthy |
| Name: | | John McCarthy |
| Title: | | General Counsel |
