UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
John R. Flynn
Wicklow Capital, Inc.
53 W. Jackson Boulevard, Suite 1204
Chicago, Illinois
(312) 360-1377
with a copy to:
John P. Kelsh
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7238
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 3, 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. ¨
| * | 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:
Daniel V. Tierney 2011 Trust | |||||
| 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
Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
16,947,066 (1)(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
16,947,066 (1)(2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,947,066 (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)
13.3% (1)(2)(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents (i) 12,234,117 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) 4,712,949 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 on this Schedule 13D are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado and John R. Flynn are the co-trustees and share voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. |
| (3) | Calculated based on a total of 127,143,147 Class A Common Shares outstanding, which consists of (i) an estimated 122,430,198 Class A Common Shares outstanding as of November 8, 2013, according to information filed by KCG Holdings on November 12, 2013, and (ii) 4,712,949 Warrant Shares. |
2
| CUSIP No. 48244B 100 |
| 1. | Name of Reporting Person:
Daniel V. Tierney | |||||
| 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
16,947,066 (1)(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
16,947,066 (1)(2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,947,066 (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)
13.3% (1)(2)(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents (i) 12,234,117 Class A Common Shares and (ii) 4,712,949 Warrant Shares. |
| (2) | All of the Class A Common Shares and Warrant Shares reported on this Schedule 13D are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado and John R. Flynn are the co-trustees and share voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. 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 the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
| (3) | Calculated based on a total of 127,143,147 Class A Common Shares outstanding, which consists of (i) an estimated 122,430,198 Class A Common Shares outstanding as of November 8, 2013, according to information filed by KCG Holdings on November 12, 2013, and (ii) 4,712,949 Warrant Shares. |
3
| CUSIP No. 48244B 100 |
| 1. | Name of Reporting Person:
Emma Cuadrado | |||||
| 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
16,947,066 (1)(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
16,947,066 (1)(2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,947,066 (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)
13.3% (1)(2)(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents (i) 12,234,117 Class A Common Shares and (ii) 4,712,949 Warrant Shares. |
| (2) | All of the Class A Common Shares and Warrant Shares reported on this Schedule 13D are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado and John R. Flynn are the co-trustees and share voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. 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 the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
| (3) | Calculated based on a total of 127,143,147 Class A Common Shares outstanding, which consists of (i) an estimated 122,430,198 Class A Common Shares outstanding as of November 8, 2013, according to information filed by KCG Holdings on November 12, 2013, and (ii) 4,712,949 Warrant Shares. |
4
| CUSIP No. 48244B 100 |
| 1. | Name of Reporting Person:
John R. Flynn | |||||
| 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
16,947,066 (1)(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
16,947,066 (1)(2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,947,066 (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)
13.3% (1)(2)(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents (i) 12,234,117 Class A Common Shares and (ii) 4,712,949 Warrant Shares. |
| (2) | All of the Class A Common Shares and Warrant Shares reported on this Schedule 13D are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado and John R. Flynn are the co-trustees and share voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. 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 the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
| (3) | Calculated based on a total of 127,143,147 Class A Common Shares outstanding, which consists of (i) an estimated 122,430,198 Class A Common Shares outstanding as of November 8, 2013, according to information filed by KCG Holdings on November 12, 2013, and (ii) 4,712,949 Warrant Shares. |
5
Introduction
This Amendment No. 3 (this “Amendment No. 3”) amends Amendment No. 2 dated January 13, 2014 (“Amendment No. 2”) and Amendment No. 1 dated October 31, 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 and this Amendment No. 3, 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. 3 does not modify any of the information previously reported in the Original Statement. Any capitalized terms used in this Amendment No. 3 and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Statement.
This Amendment No. 3 reflects transactions and developments through February 3, 2014 relating to the Reporting Persons’ holdings of Class A Common Shares. In particular, this Amendment No. 3 is being filed to reflect (i) sales made by the Daniel V. Tierney 2011 Trust (the “Trust”) pursuant to the previously-disclosed Sales Plan and (ii) the entry by the Trust into two purchase agreements dated February 3, 2014, each providing for the sale of Class A Common Shares by the Trust.
| 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 disclosed in Item 4 of Amendment No. 1.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Original Statement is hereby amended and restated in its entirety as follows:
(a) - (b) This Schedule 13D relates to the beneficial ownership of 16,947,066 Class A Common Shares, which include (i) 12,234,117 Class A Common Shares and (ii) 4,712,949 Warrant Shares. Such shares represent 13.3% of the outstanding Class A Common Shares (based on a total of 127,143,147 Class A Common Shares outstanding, which consists of (i) an estimated 122,430,198 Class A Common Shares outstanding as of November 8, 2013, according to information filed by KCG Holdings on November 12, 2013, and (ii) 4,712,949 Warrant Shares). All of the Class A Common Shares and Warrant Shares reported on this Schedule 13D are directly held by the Trust. Emma Cuadrado and John R. Flynn are the co-trustees and share voting and dispositive power over the securities held by the Trust. Daniel V. Tierney is the settlor and sole beneficiary of the Trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Daniel V. Tierney, Emma Cuadrado or John R. Flynn that such Reporting Person is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c) As described in Item 4 of Amendment No. 1, the Trust entered into a Sales Plan on October 31, 2013 (the “Sales Plan”) with respect to 1,374,351 Class A Common Shares. Since January 13, 2014, the date of Amendment No. 2, through the date hereof, an aggregate of 92,587 Class A Common Shares have been sold pursuant to the Sales Plan, as set forth on Annex A. In addition, on February 3, 2014, the Trust sold an aggregate of 425,000 Class A Common Shares at a price of $11.0443 per share pursuant to the purchase agreements filed hereto as Exhibit 99.2 and 99.3. No Reporting Person has effected any other transaction in the Class A Common Shares or Warrant Shares since the filing of Amendment No. 2.
6
(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. |
Except as disclosed in paragraph (c) of Item 5 of this Amendment No. 3, there has been no change to the information disclosed in Item 6 of Amendment No. 1.
| Item 7. | Material to Be Filed as Exhibits. |
Exhibit Number | Description of Exhibits | |
| 99.1 | Form of Sales Plan dated October 31, 2013 between J.P. Morgan Securities LLC and the Daniel V. Tierney 2011 Trust, incorporated by reference to Exhibit 99.1 to Amendment No. 1 | |
| 99.2 | Purchase Agreement dated February 3, 2014 between the Daniel V. Tierney 2011 Trust and Daniel Coleman | |
| 99.3 | Purchase Agreement dated February 3, 2014 between the Daniel V. Tierney 2011 Trust and Charles E. Haldeman | |
7
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: February 4, 2014 | DANIEL V. TIERNEY 2011 TRUST | |||||
| By: | /s/ Emma Cuadrado | |||||
| Name: Emma Cuadrado | ||||||
| Title: Co-Trustee | ||||||
| By: | /s/ John R. Flynn | |||||
| Name: John R. Flynn | ||||||
| Title: Co-Trustee | ||||||
| Date: February 4, 2014 | /s/ Daniel V. Tierney | |||||
| DANIEL V. TIERNEY | ||||||
| Date: February 4, 2014 | /s/ Emma Cuadrado | |||||
| EMMA CUADRADO | ||||||
| Date: February 4, 2014 | /s/ John R. Flynn | |||||
| JOHN R. FLYNN | ||||||
8
INDEX OF EXHIBITS
Exhibit Number | Description of Exhibits | |
| 99.1 | Form of Sales Plan dated October 31, 2013 between J.P. Morgan Securities LLC and the Daniel V. Tierney 2011 Trust, incorporated by reference to Exhibit 99.1 to Amendment No. 1 | |
| 99.2 | Purchase Agreement dated February 3, 2014 between the Daniel V. Tierney 2011 Trust and Daniel Coleman | |
| 99.3 | Purchase Agreement dated February 3, 2014 between the Daniel V. Tierney 2011 Trust and Charles E. Haldeman | |
9
ANNEX A
Recent Transactions by the Reporting Persons in the Class A Common Shares or Warrant Shares
Set forth below is a summary of transactions effected by the Reporting Persons in the Class A Common Shares or Warrant Shares pursuant to the Sales Plan since the filing of Amendment No. 2. All transactions are open market sales of Class A Common Shares effected pursuant to the Sales Plan dated October 31, 2013 between J.P. Morgan Securities LLC and the Daniel V. Tierney 2011 Trust.
Date of Transaction | Number of Class A Common Shares Sold | Weighted Average Price Per Share | ||||||
1/14/2014 | 14,510 | $ | 11.80 | |||||
1/15/2014 | 15,416 | $ | 11.84 | |||||
1/16/2014 | 16,661 | $ | 11.85 | |||||
1/17/2014 | 2,110 | $ | 11.84 | |||||
1/21/2014 | 600 | $ | 11.81 | |||||
1/22/2014 | 12,197 | $ | 11.83 | |||||
1/23/2014 | 30,400 | $ | 11.86 | |||||
1/24/2014 | 693 | $ | 11.82 | |||||
10
