Sec Form 4 Filing - TCV VII LP @ Interactive Brokers Group, Inc. - 2012-12-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TCV VII LP
2. Issuer Name and Ticker or Trading Symbol
Interactive Brokers Group, Inc. [ IBKR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
May be part of a 13(d) group
(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2012
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/19/2012 S 45,793 D $ 14.1613 ( 1 ) 2,243,842 I TCV VII, L.P. ( 2 ) ( 3 )
Common Stock 12/19/2012 S 23,781 D $ 14.1613 ( 1 ) 1,165,280 I TCV VII (A), L.P. ( 2 ) ( 4 )
Common Stock 12/19/2012 S 667 D $ 14.1613 ( 1 ) 32,667 I TCV Member Fund, L.P. ( 2 ) ( 5 )
Common Stock 12/20/2012 S 91,586 D $ 14.1166 ( 6 ) 2,152,256 I TCV VII, L.P. ( 2 ) ( 3 )
Common Stock 12/20/2012 S 47,562 D $ 14.1166 ( 6 ) 1,117,718 I TCV VII (A), L.P. ( 2 ) ( 4 )
Common Stock 12/20/2012 S 1,333 D $ 14.1166 ( 6 ) 31,334 I TCV Member Fund, L.P. ( 2 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TCV VII LP
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
TCV VII(A) L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
Technology Crossover Management VII, Ltd.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
Technology Crossover Management VII, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
TCV Member Fund, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
Marshall Christopher P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
McAdam Timothy P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
Rosenberg John C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
Yuan David
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
Signatures
Frederic D. Fenton, Authorized signatory for TCV VII, L.P. 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for TCV VII (A), L.P. 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for Technology Crossover Management VII, Ltd. 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for Technology Crossover Management VII, L.P. 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for TCV Member Fund, L.P. 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for Christopher P. Marshall 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for John C. Rosenberg 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for David L. Yuan 12/21/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $14.0900 to $14.3650. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 2 )This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr. and Robert W. Trudeau (collectively, the "TCM VI Members"), TCV VI, L.P. and Technology Crossover Management VI, L.L.C. ("TCM VI") on December 21, 2012.
( 3 )These securities are directly held by TCV VII, L.P. Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan and each of the TCM VI Members (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("TCM VII") and limited partners of Technology Crossover Management VII, L.P. ("Management VII"). TCM VII is the general partner of Management VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, TCM VII and Management VII may be deemed to beneficially own the securities held by TCV VII, L.P., but the TCM VII Directors, TCM VII and Management VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4 )These securities are directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of TCM VII and limited partners of Management VII. TCM VII is the general partner of Management VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, TCM VII and Management VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but the TCM VII Directors, TCM VII and Management VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 5 )These securities are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VII Directors are Class A Directors of TCM VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VI Members are Class A Members of TCM VI, which is also a general partner of TCV MF. The TCM VII Directors, TCM VII, the TCM VI Members and TCM VI may be deemed to beneficially own certain of the securities held by TCV MF, but the TCM VII Directors, TCM VII, the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 6 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $13.9700 to $14.2300. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

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