4//SEC Filing
KNIGHT CAPITAL GROUP, INC. 4
Accession 0001140361-12-037777
CIK 0001060749operating
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 4:19 PM ET
Size
9.4 KB
Accession
0001140361-12-037777
Insider Transaction Report
Form 4
GETCO Strategic Investments, LLC
10% Owner
Transactions
- Sale
Series A-2 Convertible Preferred Stock
2012-08-16$1500.00/sh−2,187$3,280,500→ 67,900 total(indirect: Held by Subsidiary)→ Series A-1 Convertible Preferred Stock (2,187 underlying)
GETCO Holding Co.
10% Owner
Transactions
- Sale
Series A-2 Convertible Preferred Stock
2012-08-16$1500.00/sh−2,187$3,280,500→ 67,900 total(indirect: Held by Subsidiary)→ Series A-1 Convertible Preferred Stock (2,187 underlying)
Footnotes (3)
- [F1]Shares of Series A-2 Convertible Preferred Stock will be convertible at the option of the holder into shares of Series A-1 Convertible Preferred Stock on a 1-for-1 basis at any time upon certifying that all required regulatory approvals have been obtained. In addition, if the closing price of the Class A Common Stock exceeds 200% of the then applicable conversion price for 60 consecutive trading days, all of the outstanding shares of Series A-2 Convertible Preferred Stock will mandatorily convert into shares of Class A Common Stock at a ratio of 666.667 shares of Class A Common Stock for each share of Series A-2 Convertible Preferred Stock (subject to customary anti-dilution adjustments), which reflects an approximate initial conversion price of $1.50 per share of Class A Common Stock. The Series A-2 Convertible Preferred Stock has no expiration date.
- [F2]Shares of Series A-1 Convertible Preferred Stock are convertible at the option of the holder into shares of Class A Common Stock at a ratio of 666.667 shares of Class A Common Stock for each share of Series A-1 Convertible Preferred Stock, subject to customary anti-dilution adjustments. Based on this conversion ratio, the 67,900 shares of Series A-1 Convertible Preferred Stock entitle the Reporting Persons to receive approximately 45,266,689 shares of Class A Common Stock on a fully-converted basis.
- [F3]These shares of Series A-2 Convertible Preferred Stock are directly held by GETCO Strategic Investments, LLC. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Documents
Issuer
KNIGHT CAPITAL GROUP, INC.
CIK 0001060749
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001060749
Filing Metadata
- Form type
- 4
- Filed
- Aug 19, 8:00 PM ET
- Accepted
- Aug 20, 4:19 PM ET
- Size
- 9.4 KB