4//SEC Filing
KNIGHT CAPITAL GROUP, INC. 4
Accession 0001140361-12-040298
CIK 0001060749operating
Filed
Sep 12, 8:00 PM ET
Accepted
Sep 13, 3:49 PM ET
Size
11.8 KB
Accession
0001140361-12-040298
Insider Transaction Report
Form 4
GETCO Holding Co.
10% Owner
Transactions
- Conversion
Series A-2 Convertible Preferred Stock
2012-09-11−67,900→ 0 total(indirect: Held by Subsidiary)→ Series A-1 Convertible Preferred Stock (67,900 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2012-09-11+67,900→ 85,313 total(indirect: Held by Subsidiary)→ Class A Common Stock (45,266,689 underlying)
GETCO Strategic Investments, LLC
10% Owner
Transactions
- Conversion
Series A-2 Convertible Preferred Stock
2012-09-11−67,900→ 0 total(indirect: Held by Subsidiary)→ Series A-1 Convertible Preferred Stock (67,900 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2012-09-11+67,900→ 85,313 total(indirect: Held by Subsidiary)→ Class A Common Stock (45,266,689 underlying)
Footnotes (4)
- [F1]Shares of Series A-2 Convertible Preferred Stock are 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. The Series A-2 Convertible Preferred Stock has no expiration date.
- [F2]The shares of Series A-1 Convertible Preferred Stock and 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.
- [F3]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. 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-1 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-1 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-1 Convertible Preferred Stock has no expiration date.
- [F4]Based on a conversion ratio of 666.667 to 1, the 85,313 shares of Series A-1 Convertible Preferred Stock entitle the Reporting Persons to receive approximately 56,875,362 shares of Class A Common Stock on a fully-converted basis.
Documents
Issuer
KNIGHT CAPITAL GROUP, INC.
CIK 0001060749
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001060749
Filing Metadata
- Form type
- 4
- Filed
- Sep 12, 8:00 PM ET
- Accepted
- Sep 13, 3:49 PM ET
- Size
- 11.8 KB