Filing Details

Accession Number:
0000950142-16-004865
Form Type:
13D Filing
Publication Date:
2016-11-30 17:15:35
Filed By:
General Atlantic Llc
Company:
Virtu Kcg Holdings Llc
Filing Date:
2016-11-30
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
GA-GTCO Interholdco 0 1,077,704 0 1,077,704 1,077,704 1.2%
General Atlantic 0 1,077,704 0 1,077,704 1,077,704 1.2%
General Atlantic GenPar 0 1,077,704 0 1,077,704 1,077,704 1.2%
General Atlantic Partners 83 0 1,077,704 0 1,077,704 1,077,704 1.2%
General Atlantic Partners 93 0 1,077,704 0 1,077,704 1,077,704 1.2%
GA-GTCO US AIV 0 1,077,704 0 1,077,704 1,077,704 1.2%
GA-GTCO AIV 0 1,077,704 0 1,077,704 1,077,704 1.2%
GAP-W 0 1,077,704 0 1,077,704 1,077,704 1.2%
GAP Coinvestments III 0 1,077,704 0 1,077,704 1,077,704 1.2%
GAP Coinvestments IV 0 1,077,704 0 1,077,704 1,077,704 1.2%
GAP Coinvestments CDA 0 1,077,704 0 1,077,704 1,077,704 1.2%
GapStar 0 1,077,704 0 1,077,704 1,077,704 1.2%
Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)
 

 
KCG Holdings, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.01
(Title of Class of Securities)
 
48244B100
(CUSIP Number)
 
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
55 East 52nd Street,
32nd Floor
New York, NY 10055
(212) 715-4000
 

 
November 28, 2016
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [  ].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
*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. 48244B100
 
SCHEDULE 13D
Page 2 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GA-GTCO Interholdco, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 3 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 4 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 5 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 83, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 6 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 93, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 7 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GA-GTCO US AIV, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 8 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GA-GTCO AIV, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 9 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP-W, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 10 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

CUSIP No. 48244B100
 
SCHEDULE 13D
Page 11 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 12 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 13 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GapStar, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,077,704
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,077,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,077,704
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

CUSIP No. 48244B100
 
SCHEDULE 13D
Page 14 of 19
 
 
Item 1.  Security and Issuer.

This Amendment No. 3 to the Schedule 13D (as so amended, the “Statement”) is being filed by the undersigned to amend the Statement as originally filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2013, as previously amended by Amendment No. 1 to such Schedule 13D on June 11, 2015, and Amendment No. 2 to such Schedule 13D on August 9, 2016.  This Statement relates to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of KCG Holdings, Inc., a Delaware corporation (the “Company”), and is being filed to amend the Statement as set forth below.  Capitalized terms used and not defined in this Amendment No. 3 shall have the meanings ascribed to them in the Statement as previously amended.  The principal executive offices of the Company are located at 545 Washington Boulevard, Jersey City, New Jersey 07310.

This Amendment is being filed to report the fact that as of November 28, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Class A Common Stock.

Item 2.  Identity and Background.

Unchanged.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
Unchanged.
 
Item 4.  Purpose of Transaction.

Unchanged.
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 15 of 19
 
 
Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:
 
(a)          As of the date hereof, GA-GTCO Interholdco, LLC (“GA-GTCO Interholdco”) owns 1,077,704 warrants to purchase Class A Common Stock (“Warrants”).  Such 1,077,704 Warrants represent 1.2% of the outstanding Class A Common Stock, based on a total of 87,235,303 shares of Class A Common Stock outstanding, which consists of (i) an estimated 86,157,599 shares of Class A Common Stock (including restricted stock units) outstanding as of November 2, 2016, as disclosed in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2016, and (ii) 1,077,704 shares of Class A Common Stock underlying Warrants beneficially owned by the Reporting Persons. Each of the Reporting Persons other than GA-GTCO Interholdco owns of record no shares of the Class A Common Stock and no Warrants.

By virtue of the fact that (i) the GA Funds hold all of the interests of GA-GTCO Interholdco, (ii) GenPar is the general partner of GAP 83, GAP 93, GAP US AIV and GAP AIV and the manager of GAP-W, (iii) GA LLC is the general partner of GenPar and GAPCO CDA and the managing member of GAPCO III and GAPCO IV and (iv) the GA Managing Directors may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, and voting and disposition decisions with respect to shares and interests held by the GA Funds are made by a portfolio committee of GA LLC comprising certain of the GA Managing Directors as well as officers of GA LLC, the Reporting Persons may be deemed to beneficially own 1,077,704 Warrants, representing approximately 1.2% of the issued and outstanding Class A Common Stock. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference.

(b)           Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 1,077,704 Warrants that may be deemed to be owned beneficially by each of them.

(c)           Except as set forth below or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Class A Common Stock during the past 60 days.

On November 28, 2016, pursuant to a purchase agreement (the “Purchase Agreement) between the Company and GA-GTCO Interholdco, dated as of November 17, 2016, the Company and GA-GTCO Interholdco exchanged (i) 18,709,027 shares of the Company's Class A Common Stock in exchange for 8,202,124 shares of common stock, par value $0.01 per share of Bats Global Markets, Inc. (Bats Common Stock”) and (ii) 7,016,979 Warrants in exchange for 613,412 shares of Bats Common Stock. Subject to the satisfaction of certain conditions set forth in the Purchase Agreement, on or around January 3, 2017, the Reporting Persons will dispose of the remaining 1,077,704 Warrants in exchange for 47,716 shares of Bats Common Stock, which is equal to 94,211 shares of Bats Common Stock, less 46,495 shares of Bats Common Stock payable by the Reporting Persons to the Company in respect of certain fees related to the transactions contemplated by the Purchase Agreement.

(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 Stock owned by any member of the group.

(e)           On November 28, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Class A Common Stock.
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 16 of 19
 
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
 
Item 6 is hereby amended by inserting the following paragraph at the end thereof:

The information disclosed under Item 5(c) above is hereby incorporated by reference into this Item 6.
 
Item 7.  Materials to be Filed as Exhibits.
 
Exhibit 1:
Purchase Agreement, dated as of November 17, 2016, between KCG Holdings, Inc. and GA-GTCO Interholdco, LLC (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 18, 2016).
 
 
 
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 17 of 19
 
 
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.
 
Dated:  November 30, 2016
 
GA-GTCO INTERHOLDCO, LLC
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its managing member
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC LLC
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC GENPAR, L.P.
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 18 of 19
 
 
GENERAL ATLANTIC PARTNERS 83, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC PARTNERS 93, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GA-GTCO, US AIV, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GA-GTCO, AIV, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
 
 
 
CUSIP No. 48244B100
 
SCHEDULE 13D
Page 19 of 19
 
 
GAP-W, LLC
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its manager
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
       
GAP COINVESTMENTS III, LLC
 
       
By:
General Atlantic LLC,
 
 
Its managing member
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
       
GAP COINVESTMENTS IV, LLC
 
       
By:
General Atlantic LLC,
 
 
Its managing member
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GAP COINVESTMENTS CDA, L.P.
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GAPSTAR, LLC
 
       
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Vice President