UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant to ofSection 13 ~~Report~~or 15(~~date of earliest event reported~~d)~~: May 30,~~ ~~2017~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2017

KCG Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-54991		38-3898306
(State or other jurisdiction of incorporation)		(Commission File ~~No.~~Number)		(IRS Employer Identification No.)

300 Vesey Street ~~New York, NY 10282 (Address of principal executive offices)~~

~~646-682-6000 (Registrant’s~~New ~~telephone number~~York, ~~including~~NY ~~area~~10282 ~~code)~~

~~NOT APPLICABLE~~ (~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address, if changed since last report~~offices)

~~Check~~(646) ~~the appropriate box below if the Form 8~~682-K6000 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~

~~o Written~~(Registrant’s ~~communications~~telephone ~~pursuant~~number, toincluding ~~Rule 425~~area ~~under the Securities Act (17 CFR 230.425~~code)

~~x Soliciting~~Check ~~material~~the ~~pursuant~~appropriate tobox ~~Rule 14a~~below if the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

~~o Pre-commencement~~☐ Written communications pursuant to Rule ~~14d-2(b)~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

~~o Pre-commencement~~☐ ~~communications~~Soliciting material pursuant to Rule ~~13e~~ 14a-~~4(c)~~ 12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

Item 82.~~01.~~05 ~~Other~~Costs ~~Events~~Associated with Exit or Disposal Activities.

On May 3018, 2017, ~~the~~KCG UHoldings, Inc.S. (“KCG”) ~~Federal~~commenced ~~Trade~~a ~~Commission~~plan ~~granted~~(i) to ~~early~~exit ~~termination,~~its ~~effective~~business ~~immediately,~~in ofAsia ~~the~~through ~~applicable~~a ~~waiting~~shutdown ~~period~~of ~~under~~operations ~~the~~of ~~Hart~~its wholly-~~Scott-Rodino~~owned ~~Antitrust~~subsidiary, ~~Improvements~~KCG ~~Act~~Asia ofPacific ~~1976~~Pte. Ltd., asto ~~amended,~~shutdown ~~for~~certain ~~the~~other ~~pending~~operations ~~acquisition~~conducted byin ~~Virtu~~Asia ~~Financial, Inc.,~~and aAustralia ~~Delaware~~and ~~corporation~~to ~~(“Virtu”),~~exit its offoreign ~~KCG~~exchange ~~Holdings, Inc.~~market amaking ~~Delaware~~business ~~Corporation~~and (~~“KCG”~~ii) to commence a workforce reduction plan, ~~pursuant~~in order to ~~the~~reduce ~~Agreement~~KCG’s expenses and ~~Plan~~operational complexity, while increasing KCG’s ability to focus on areas of ~~Merger~~competitive ~~(the~~strength. ~~“Merger~~Total charges ~~Agreement”),~~related ~~dated~~to ~~April~~ these activities are expected to be approximately $18 million to $20, ~~2017~~million, ~~with~~on ~~Orchestra~~a ~~Merger~~pre-tax ~~Sub~~basis, ~~Inc.,~~ athe ~~Delaware~~majority ~~corporation~~of ~~and~~which anwill ~~indirect~~be ~~wholly-owned~~recognized ~~subsidiary~~in the second quarter of ~~Virtu,~~2017 ~~and~~with ~~KCG~~the (balance expected to be recognized later in the ~~“Merger”)~~year. Cash expenditures are expected to be approximately $12 to $14 million.

~~The~~Shutdown ~~Merger remains subject to other closing conditions, including, among others: (i) approval~~ of ~~the~~Certain ~~Merger~~Operations Agreement by the holders of a majority of KCG’s issued and outstanding shares of Class A common stock, par value $0.01 per share, voting together as a single class; (ii) the receipt of other required governmental or regulatory approvals; (iii) the absence of any order or legal requirement issued or enacted by any court or other governmental authority, which is in effect and prevents the consummation of the Merger; and (iv) the passing of 20 calendar days from the date on which Virtu mails to Virtu’s stockholders the 14C Information Statement in definitive form. Virtu’s obligation to consummate the Merger is also conditioned on, among other things, the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) on KCG.

~~Additional~~Total ~~Information~~charges related to the shutdown of KCG Asia Pacific Pte. Ltd. and ~~Where~~other operations in Asia and Australia as well KCG’s exit of its foreign exchange market making business are expected to ~~Find~~be Itapproximately $8 to $10 million in writedown of fixed assets, intangibles and lease losses, on a pre-tax basis, the majority of which will be recognized in the second quarter of 2017 with the balance expected to be recognized later in the year. These charges do not include employee costs, which are described in the following paragraph. KCG also expects to incur an immaterial amount of legal and professional fees in connection with exiting its Asian and Australian operations. The exit from KCG’s Asian and Australian operations is expected to be completed by the fourth quarter of 2017.

~~This~~Workforce ~~communication~~Reduction ~~may~~Plan be deemed to be solicitation material in respect of the Merger. In connection with the Merger, KCG intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A. INVESTORS AND STOCKHOLDERS OF KCG ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING KCG’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and stockholders will be able to obtain copies of the documents, when filed, free of charge at the SEC’s website (http://www.sec.gov). Investors and stockholders may also obtain copies of documents filed by KCG with the SEC by contacting KCG at Investor Relations, KCG Holdings, Inc., 300 Vesey Street, New York, NY 10282, by email at jmairs@kcg.com, or by visiting KCG’s website (http://investors.kcg.com).

~~Participants~~The workforce reduction plan impacts approximately 12% of KCG’s workforce, and will be completed during the second quarter of 2017. KCG currently estimates that it will recognize a pre-tax charge in ~~Solicitation~~connection with the workforce reduction of approximately $10 million during the second quarter of 2017. The charge is expected to consist of severance, other one-time termination benefits, and other associated costs. All affected employees were notified by June 2, 2017.

~~KCG~~The ~~and~~foregoing ~~its~~contains ~~directors~~forward-looking statements, ~~executive~~which ~~officers~~are ~~and~~subject ~~other~~to ~~members~~the safe harbor provisions of ~~management~~the ~~and~~Private ~~employees~~Securities ~~may~~Litigation beReform ~~deemed~~Act toof be1995. These ~~participants~~forward-looking instatements include the ~~solicitation~~size of ~~proxies~~the ~~from~~reduction and the ~~holders~~estimated ofamount ~~KCG~~and ~~Class A~~timing ~~Common~~of ~~Stock~~the inrelated ~~connection~~charges. ~~with~~Statements ~~the~~regarding ~~proposed~~future ~~Merger.~~events ~~Information~~are ~~about~~based on KCG’s ~~directors~~current expectations and ~~executive~~are ~~officers~~necessarily issubject ~~available~~to associated risks related to the completion of the reduction in force in the manner anticipated by KCG’s. ~~proxy~~Readers ~~statement~~are ~~for~~cautioned ~~its~~that ~~2017~~these ~~Annual~~forward-looking ~~Meeting~~statements ofare ~~Stockholders,~~only ~~which~~predictions ~~was~~and ~~filed~~may ~~with~~differ ~~the~~materially ~~SEC~~from onactual ~~March 31~~future events or results due to a variety of factors, ~~2017.~~including: ~~Other~~KCG’s ~~information~~ability ~~regarding~~to implement the ~~participants~~workforce reductions in ~~the~~various ~~proxy~~geographies; ~~solicitation~~possible ~~and~~changes ain ~~description~~the size and components of ~~their~~the ~~direct~~expected costs and ~~indirect~~charges ~~interests,~~associated bywith ~~security~~the ~~holdings~~plan; orrisks ~~otherwise,~~associated ~~will~~with beKCG’s ability ~~contained~~to inachieve the ~~proxy~~benefits ~~statement~~of the planned workforce reduction; and KCG’s planned merger with Virtu Financial, Inc. For information regarding other ~~relevant~~factors ~~materials~~that could cause KCG’s results to bevary ~~filed~~from ~~with~~expectations, please see the “Risk ~~SEC~~Factors” ~~regarding~~section of KCG’s filings with the ~~proposed~~Securities ~~Merger~~and ~~when~~Exchange ~~they~~Commission, ~~become~~including ~~available.~~its ~~Investors~~Annual ~~and~~Report ~~stockholders~~on ~~should~~Form ~~read~~10-K for the ~~proxy~~year ~~statement~~ended ~~carefully~~December 31, ~~when~~2016 itand ~~becomes~~its ~~available~~Quarterly ~~before~~Report ~~making~~on ~~any~~Form 10-Q ~~investment~~for the quarter ended March 31, 2017. KCG undertakes no obligation to revise or ~~voting~~update ~~decisions~~publicly any forward-looking statements.

2SIGNATURES

~~Forward-looking~~Pursuant ~~Statements~~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 hereunto duly authorized.

Certain statements contained herein constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects,” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or similar expressions. These “forward looking statements” are not historical facts and are based on current expectations, estimates and projections about KCG’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Any forward-looking statement contained herein speaks only as of the date on which it is made. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict including, without limitation, risks associated with: (i) the inability to manage trading strategy performance and grow revenue and earnings; (ii) the receipt of additional payments from the sale of KCG Hotspot that are subject to certain contingencies; (iii) changes in market structure, legislative, regulatory or financial reporting rules, including the increased focus by Congress, federal and state regulators, self-regulatory organizations and the media on market structure issues, and in particular, the scrutiny of high frequency trading, best execution, internalization, alternative trading systems, market fragmentation, colocation, access to market data feeds, and remuneration arrangements such as payment for order flow and exchange fee structures; (iv) past or future changes to KCG’s organizational structure and management; (v) KCG’s ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by KCG’s customers and potential customers; (vi) KCG’s ability to keep up with technological changes; (vii) KCG’s ability to effectively identify and manage market risk, operational and technology risk, cybersecurity risk, legal risk, liquidity risk, reputational risk, counterparty and credit risk, international risk, regulatory risk, and compliance risk; (viii) the cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; (ix) the effects of increased competition and KCG’s ability to maintain and expand market share; (x) the migration of KCG’s Jersey City, NJ data center operations to other commercial data centers and colocations; (xi) the completion of the Merger in a timely manner or at all; (xii) obtaining required governmental approvals of the Merger on the terms expected or on the anticipated schedule; (xiii) KCG’s stockholders failing to approve the Merger; (xiv) the parties to the Merger Agreement failing to satisfy other conditions to the completion of the Merger, or failing to meet expectations regarding the timing and completion of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (xv) the effect of the announcement or pendency of the Merger on KCG s business relationships, operating results, and business generally; (xvi) risks that the proposed Merger disrupts current operations of KCG and potential difficulties in KCG employee retention as a result of the Merger; risks related to diverting management’s attention from KCG s ongoing business operations; (xvii) the outcome of any legal proceedings that may be instituted against KCG related to the Merger Agreement or the Merger; and (xviii) the amount of the costs, fees, expenses and other charges related to the Merger. The list above is not exhaustive. Because forward looking statements involve risks and uncertainties, the actual results and performance of KCG may materially differ from the results expressed or implied by such statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, KCG also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made herein. Readers should carefully review the risks and uncertainties disclosed in KCG’s reports with the SEC, including those detailed in “Risk Factors” in Part I, Item 1A and elsewhere in the Annual Report on Form 10-K for the year ended December 31, 2016, and in other reports or documents KCG files with, or furnishes to, the SEC from time to time.


		KCG Holdings, Inc.

		(Registrant)
Date: June 2, 2017
	By:	/s/ John McCarthy
	Name:	John McCarthy

	Title:	General Counsel

SIGNATURES

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, hereunto duly authorized.

	KCG Holdings, Inc.
	By:	/s/John McCarthy
	Name:	John McCarthy
	Title:	General Counsel
Dated: May 31, 2017

Filing Compare · Virtu KCG Holdings LLC