Sec Form 4 Filing - Daniel V. Tierney 2011 Trust @ KCG Holdings, Inc. - 2015-04-28

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
Daniel V. Tierney 2011 Trust
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)
C/O WICKLOW CAPITAL, INC., 53 W. JACKSON BLVD., SUITE 1204
3. Date of Earliest Transaction (MM/DD/YY)
04/28/2015
(Street)
CHICAGO, IL60604
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 04/28/2015 S( 1 ) 33,000 D $ 13.07 ( 2 ) 8,239,710 D ( 3 )
Class A Common Stock, par value $0.01 per share 04/29/2015 S( 1 ) 43,313 D $ 13.07 ( 4 ) 8,196,397 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
Daniel V. Tierney 2011 Trust
C/O WICKLOW CAPITAL, INC.
53 W. JACKSON BLVD., SUITE 1204
CHICAGO, IL60604
X
Signatures
/s/ Emma Cuadrado, by power of attorney 04/30/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Transactions executed in accordance with a Rule 10b5-1 trading plan established on February 2, 2015.
( 2 )Represents the sale of 33,000 shares in multiple transactions at prices ranging from $12.90 to $13.14 per share, resulting in a weighted average sale price per share of $13.07. The reporting person undertakes to provide the SEC, the Issuer, or any security holder of the Issuer, upon request, full information pertaining to the number of shares sold at each price.
( 3 )These shares of Class A Common Stock are held directly by the Daniel V. Tierney 2011 Trust ("Trust"). The sole trustee of the Trust is Emma Cuadrado, who holds voting and dispositive power over the securities held by the Trust and disclaims beneficial ownership of such securities. Daniel V. Tierney, a director of KCG Holdings, Inc., is the settlor and sole beneficiary of the Trust, but does not have or share investment control with respect to the securities held by the Trust.
( 4 )Represents the sale of 43,313 shares in multiple transactions at prices ranging from $12.96 to $13.11 per share, resulting in a weighted average sale price per share of $13.07. The reporting person undertakes to provide the SEC, the Issuer, or any security holder of the Issuer, upon request, full information pertaining to the number of shares sold at each price.

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).

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