Sec Form 4 Filing - Serenity Investments, LLC @ KCG Holdings, Inc. - 2014-02-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Serenity Investments, LLC 2. Issuer Name and Ticker or Trading Symbol KCG Holdings, Inc. [ KCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 830 NORTH BLVD., 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2014 (Street) OAK PARK, IL60301 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 Class A Common Stock, par value $0.01 per share 02/03/2014 S( 1 ) 425,000 D $ 11.0443 10,161,251 ( 2 ) D ( 3 )

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 Serenity Investments, LLC 830 NORTH BLVD. OAK PARK, IL60301 X Schuler Mary Jo C/O SERENITY INVESTMENTS, LLC 830 NORTH BLVD. OAK PARK, IL60301 X Signatures /s/ Stephen G. Schuler, by power of attorney for Serenity Investments, LLC 02/05/2014 Signature of Reporting Person Date /s/ Stephen G. Schuler, by power of attorney for Mary Jo Schuler 02/05/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the sale of 375,000 shares of Class A Common Stock to Daniel Coleman, KCG's Chief Executive Officer, and the sale of 50,000 shares of Class A Common Stock to Charles Haldeman, the Non-Executive Chairman of KCG's Board of Directors, each in a private transaction for a price of $11.0443 per share (the volume weighted average price for February 3, 2014). ( 2 )Total amount with respect to Mary Jo Schuler reflects a reduction of 1,457,266 shares of Class A Common Stock as a result of a pro rata distribution effected by Serenity Investments, LLC, a limited liability company organized under the laws of the state of Alaska ("Serenity"), on December 31, 2013 in a transaction exempt from reporting. ( 3 )These shares of Class A Common Stock are held directly by Serenity, and indirectly by Mary Jo Schuler. Mary Jo Schuler and her husband, Stephen G. Schuler, separately hold equity interests in Serenity that together represent a controlling interest in Serenity. Mary Jo Schuler disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.