UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
KCG Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
48244B 100
(CUSIP Number)
Stephen G. Schuler
Serenity Investments, LLC
830 North Boulevard
Oak Park, Illinois
(708) 386-0441
with a copy to:
Lindsey A. Smith
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 30, 2015
(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. ¨
* | 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. 48244B 100 |
1. | Name of Reporting Person:
Serenity Investments, LLC | |||||
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 (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Alaska | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
5,200,651 (1)(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
5,200,651 (1)(2) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,200,651 (1)(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
5.4%(3) | |||||
14. | Type of Reporting Person (See Instructions)
OO |
(1) | Represents (i) 2,231,620 shares of Class A common stock, par value $0.01 per share (“Class A Common Shares”) of KCG Holdings, Inc., a Delaware corporation (“KCG Holdings”), and (ii) 2,969,031 Class A Common Shares that are issuable upon the exercise of warrants (“Warrant Shares”). |
(2) | All of the Class A Common Shares and Warrant Shares reported in the table above are held directly by Serenity Investments, LLC, a limited liability company organized under the laws of the state of Alaska (“Serenity”). Stephen G. Schuler and Mary Jo Schuler separately hold equity interests in Serenity that together represent a controlling equity interest in Serenity. Each of Serenity, Stephen G. Schuler and Mary Jo Schuler may be deemed to share voting and dispositive power with respect to these securities. Each of Stephen G. Schuler and Mary Jo Schuler disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. |
(3) | Calculated based on a total of 96,816,016 Class A Common Shares outstanding, which consists of (i) an estimated 93,846,985 Class A Common Shares outstanding as of August 6, 2015, according to information filed by KCG Holdings on August 10, 2015, plus (ii) 2,969,031 Warrant Shares. |
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CUSIP No. 48244B 100 |
1. | Name of Reporting Person:
Stephen G. Schuler | |||||
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 (See Item 3) | |||||
5. | Check 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
0 | ||||
8. | Shared Voting Power
7,574,249 (1)(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
7,574,249 (1)(2) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,574,249 (1)(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
7.7% (3) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | Represents (i) 2,231,620 Class A Common Shares held by Serenity, (ii) 2,969,031 Warrant Shares held by Serenity, (iii) 617,601 Class A Common Shares held by the Schuler Family GST Trust dated June 6, 2003 (the “GST Trust”), (iv) 1,743,918 Warrant Shares held by the GST Trust and (v) 12,079 Class A Common Shares held by Stephen G. Schuler. |
(2) | 2,231,620 Class A Common Shares and 2,969,031 Warrant Shares reported in the table above are held directly by Serenity. Stephen G. Schuler and Mary Jo Schuler separately hold equity interests in Serenity that together represent a controlling equity interest in Serenity. Each of Serenity, Stephen G. Schuler and Mary Jo Schuler may be deemed to share voting and dispositive power with respect to these securities. Each of Stephen G. Schuler and Mary Jo Schuler disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
617,601 Class A Common Shares and 1,743,918 Warrant Shares reported in the table above are held directly by the GST Trust. Stephen G. Schuler may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to share voting and dispositive power with respect to these securities. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3) | Calculated based on a total of 98,559,934 Class A Common Shares outstanding, which consists of (i) an estimated 93,846,985 Class A Common Shares outstanding as of August 6, 2015, according to information filed by KCG Holdings on August 10, 2015, plus (ii) 4,712,949 Warrant Shares. |
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CUSIP No. 48244B 100 |
1. | Name of Reporting Person:
Mary Jo Schuler | |||||
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 (See Item 3) | |||||
5. | Check 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
0 | ||||
8. | Shared Voting Power
7,574,249 (1)(2) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
7,574,249 (1)(2) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,574,249 (1)(2) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
7.7% (3) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | Represents (i) 2,231,620 Class A Common Shares held by Serenity, (ii) 2,969,031 Warrant Shares held by Serenity, (iii) 617,601 Class A Common Shares held by the GST Trust, (iv) 1,743,918 Warrant Shares held by the GST Trust and (v) 12,079 Class A Common Shares held by Stephen G. Schuler, the spouse of Mary Jo Schuler. |
(2) | 2,231,620 Class A Common Shares and 2,969,031 Warrant Shares reported in the table above are held directly by Serenity. Stephen G. Schuler and Mary Jo Schuler separately hold equity interests in Serenity that together represent a controlling equity interest in Serenity. Each of Serenity, Stephen G. Schuler and Mary Jo Schuler may be deemed to share voting and dispositive power with respect to these securities. Each of Stephen G. Schuler and Mary Jo Schuler disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that she is the beneficial owner of any of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
617,601 Class A Common Shares and 1,743,918 Warrant Shares reported in the table above are held directly by the GST Trust. Mary Jo Schuler may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to share voting and dispositive power with respect to these securities. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that she is the beneficial owner of any of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3) | Calculated based on a total of 98,559,934 Class A Common Shares outstanding, which consists of (i) an estimated 93,846,985 Class A Common Shares outstanding as of August 6, 2015, according to information filed by KCG Holdings on August 10, 2015, plus (ii) 4,712,949 Warrant Shares. |
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Introduction
This Amendment No. 11 (this “Amendment No. 11”) amends Amendment No. 10 dated June 8, 2015 (“Amendment No. 10”), Amendment No. 9 dated May 29, 2015 (“Amendment No. 9”), Amendment No. 8 dated May 6, 2015 (“Amendment No. 8”), Amendment No. 7 dated February 2, 2015 (“Amendment No. 7”), Amendment No. 6 dated July 15, 2014 (“Amendment No. 6”), Amendment No. 5 dated March 3, 2014 (“Amendment No. 5”), Amendment No. 4 dated February 3, 2014 (“Amendment No. 4”), Amendment No. 3 dated December 31, 2013 (“Amendment No. 3”), Amendment No. 2 dated December 9, 2013 (“Amendment No. 2”) and Amendment No. 1 dated November 1, 2013 (“Amendment No. 1”) to the statement on Schedule 13D dated July 1, 2013 (the “Original Statement” and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and this Amendment No. 11, this “Schedule 13D”) relating to the Class A common stock, par value $0.01 per share (the “Class A Common Shares”), of KCG Holdings, Inc., a Delaware corporation (“KCG Holdings”). Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Original Statement. Any capitalized terms used in this Amendment No. 11 and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Statement.
This Amendment No. 11 reflects transactions and developments through the date hereof relating to the Reporting Persons’ holdings of Class A Common Shares. In particular, this Amendment No. 11 is being filed to reflect sales made pursuant to the previously-disclosed Rule 10b5-1 Plan dated June 9, 2015 between Serenity and William Blair & Company, L.L.C. (the “Serenity Rule 10b5-1 Plan”) and the previously-disclosed Rule 10b5-1 Plan dated June 9, 2015 between the GST Trust and William Blair & Company, L.L.C. (the “GST Rule 10b5-1 Plan” and, together with the Serenity Rule 10b5-1 Plan, the “Plans”).
Item 1. | Security and Issuer. |
There has been no change to the information disclosed in Item 1 of the Original Statement.
Item 2. | Identity and Background. |
There has been no change to the information disclosed in Item 2 of the Original Statement.
Item 3. | Source and Amount of Funds or Other Consideration. |
There has been no change to the information disclosed in Item 3 of the Original Statement.
Item 4. | Purpose of Transaction. |
There has been no change to the information with respect to the Plans disclosed in Item 4 of Amendment No. 10.
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) - (b) With respect to Serenity, Stephen G. Schuler and Mary Jo Schuler, this Schedule 13D relates to the beneficial ownership of 5,200,651 Class A Common Shares, which include (i) 2,231,620 Class A Common Shares and (ii) 2,969,031 Warrant Shares. Such 5,200,651 shares represent 5.4% of the outstanding Class A Common Shares (based on a total of 96,816,016 Class A Common Shares outstanding, which consists of (i) an estimated 93,846,985 Class A Common Shares outstanding as of August 6, 2015, according to information filed by KCG Holdings on August 10, 2015, plus (ii) 2,969,031 Warrant Shares). All of these Class A Common Shares and Warrant Shares are held by Serenity. Stephen G. Schuler and Mary Jo Schuler separately hold equity interests in Serenity that together represent a controlling equity interest in Serenity. Each of Serenity, Stephen G. Schuler and Mary Jo Schuler may be deemed to share voting and dispositive power with respect to these securities. Each of Stephen G. Schuler and Mary Jo Schuler disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Stephen G. Schuler or Mary Jo Schuler that he or she is the beneficial owner of any of such securities referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.
5
Solely with respect to Stephen G. Schuler and Mary Jo Schuler, this Schedule 13D also relates to the beneficial ownership of an additional 2,373,598 Class A Common Shares, which include (i) 629,680 Class A Common Shares and (ii) 1,743,918 Warrant Shares. Together with the 5,200,651 shares described in the preceding paragraph, these shares represent 7.7% of the outstanding Class A Common Shares (based on a total of 98,559,934 Class A Common Shares outstanding, which consists of (i) an estimated 93,846,985 Class A Common Shares outstanding as of August 6, 2015, according to information filed by KCG Holdings on August 10, 2015, plus (ii) 4,712,949 Warrant Shares). Of those, 2,361,519 Class A Common Shares and Warrant Shares are held by the GST Trust. Stephen G. Schuler and Mary Jo Schuler may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share voting and dispositive power with respect to these securities. Stephen G. Schuler and Mary Jo Schuler disclaim beneficial ownership of these securities. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Stephen G. Schuler or Mary Jo Schuler that he or she is the beneficial owner of any of such securities for purposes of Section 13(d) of the Exchange Act or for any other purpose.
(c) As described in Item 4 of Amendment No. 10, Serenity entered into the Serenity Rule 10b5-1 Plan on June 9, 2015 with respect to 3,260,008 Class A Common Shares and the GST Trust entered into the GST Rule 10b5-1 Plan on June 9, 2015 with respect to 902,176 Class A Common Shares. See Item 4 of Amendment No. 10 for a description of each such Plan, which is incorporated herein by reference. From June 9, 2015, the first trading day following the date of Amendment No. 10, through October 30, 2015, an aggregate of (i) 1,028,389 Class A Common Shares were sold pursuant to the Serenity Rule 10b5-1 Plan as set forth on Annex A and (ii) 284,575 Class A Common Shares were sold pursuant to the GST Rule 10b5-1 Plan as set forth on Annex B. No Reporting Person has effected any other transaction in the Class A Common Shares or Warrant Shares during the past 60 days.
(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Shares or Warrant Shares covered by this Schedule 13D.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
There has been no change to the information disclosed in Item 6 of Amendment No. 10.
Item 7. | Material to Be Filed as Exhibits. |
Exhibit Number | Description of Exhibits | |
99.1 | Form of Rule 10b5-1 Plan dated June 9, 2015 between Serenity Investments, LLC and William Blair & Company, L.L.C., incorporated by reference to Exhibit 99.3 to Amendment No. 10 | |
99.2 | Form of Rule 10b5-1 Plan dated June 9, 2015 between the Schuler Family GST Trust dated June 6, 2003 and William Blair & Company, L.L.C., incorporated by reference to Exhibit 99.4 to Amendment No. 10 |
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SIGNATURES
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.
Date: November 2, 2015 | SERENITY INVESTMENTS, LLC | |||||
By: | /s/ Stephen G. Schuler | |||||
Name: | Stephen G. Schuler | |||||
Title: | President of its Manager | |||||
Date: November 2, 2015 | /s/ Stephen G. Schuler | |||||
STEPHEN G. SCHULER | ||||||
Date: November 2, 2015 | /s/ Mary Jo Schuler | |||||
MARY JO SCHULER |
7
INDEX OF EXHIBITS
Exhibit Number | Description of Exhibits | |
99.1 | Form of Rule 10b5-1 Plan dated June 9, 2015 between Serenity Investments, LLC and William Blair & Company, L.L.C., incorporated by reference to Exhibit 99.3 to Amendment No. 10 | |
99.2 | Form of Rule 10b5-1 Plan dated June 9, 2015 between the Schuler Family GST Trust dated June 6, 2003 and William Blair & Company, L.L.C., incorporated by reference to Exhibit 99.4 to Amendment No. 10 |
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ANNEX A
Recent Transactions by Serenity in the Class A Common Shares Pursuant to the Serenity Rule 10b5-1 Plan
Set forth below is a summary of open market sales of Class A Common Shares effected pursuant to the Serenity Rule 10b5-1 Plan by Serenity between June 9, 2015, the first trading day following the date of Amendment No. 10, and the date hereof.
Date of Transaction | Number of Class A Common Shares Sold | Weighted Average Price Per Share | ||
10/15/2015 | 5,312 | $12.50 | ||
10/16/2015 | 88,737 | $12.50 | ||
10/19/2015 | 28,455 | $12.50 | ||
10/20/2015 | 25,958 | $12.50 | ||
10/21/2015 | 16,258 | $12.51 | ||
10/22/2015 | 100,046 | $12.50 | ||
10/23/2015 | 176,644 | $12.50 | ||
10/26/2015 | 35,488 | $12.50 | ||
10/28/2015 | 262,562 | $12.51 | ||
10/29/2015 | 7,050 | $12.50 | ||
10/30/2015 | 281,879 | $12.60 |
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ANNEX B
Recent Transactions by the GST Trust in the Class A Common Shares Pursuant to the GST Rule 10b5-1 Plan
Set forth below is a summary of open market sales of Class A Common Shares effected pursuant to the GST Rule 10b5-1 Plan by the GST Trust between June 9, 2015, the first trading day following the date of Amendment No. 10, and the date hereof.
Date of Transaction | Number of Class A Common Shares Sold | Weighted Average Price Per Share | ||
10/15/2015 | 1,470 | $12.50 | ||
10/16/2015 | 24,563 | $12.50 | ||
10/19/2015 | 7,877 | $12.50 | ||
10/20/2015 | 7,185 | $12.50 | ||
10/21/2015 | 4,500 | $12.51 | ||
10/22/2015 | 27,694 | $12.50 | ||
10/23/2015 | 48,898 | $12.50 | ||
10/26/2015 | 9,818 | $12.50 | ||
10/28/2015 | 72,638 | $12.51 | ||
10/29/2015 | 1,950 | $12.50 | ||
10/30/2015 | 77,982 | $12.60 |
10