Sec Form 13D Filing - LONG RIDGE FXCM L.P. filing for Global Brokerage Inc. (GLBR) - 2012-01-26

 

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ________)*

FXCM Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

302693 106

(CUSIP Number)

David S. Sassoon

c/o FXCM, Inc.

32 Old Slip, New York, NY 10005

(646) 432-2986 

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 8, 2011

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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. 302693 106		13D		Page 2 of 9 Pages

1.		NAMES OF REPORTING PERSONS Long Ridge FXCM. L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    S
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
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   0
		9.		SOLE DISPOSITIVE POWER   0
		10.		SHARED DISPOSITIVE POWER   0

 

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.		TYPE OF REPORTING PERSON (see instructions) PN

 

 

CUSIP No. 302693 106		13D		Page 3 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS Long Ridge FXCM Equity Partners LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    S
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   1,361,173
		8.		SHARED VOTING POWER   0
		9.		SOLE DISPOSITIVE POWER   1,361,173
		10.		SHARED DISPOSITIVE POWER   0

 

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,361,173
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
14.		TYPE OF REPORTING PERSON (see instructions) OO

 

 

CUSIP No. 302693 106		13D		Page 4 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS James Brown
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    S
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   OO; PF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   1,034,045
		8.		SHARED VOTING POWER   1,361,173
		9.		SOLE DISPOSITIVE POWER   1,034,045
		10.		SHARED DISPOSITIVE POWER   1,361,173

 

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,395,218
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6%
14.		TYPE OF REPORTING PERSON (see instructions) IN

 

 

CUSIP No. 302693 106		13D		Page 5 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS Paul Licursi
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    S
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0
		8.		SHARED VOTING POWER   1,361,173
		9.		SOLE DISPOSITIVE POWER   0
		10.		SHARED DISPOSITIVE POWER   1,361,173

 

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,361,173
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
14.		TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 302693 106		13D		Page 6 of 9 Pages

Item 1.  Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D”) relates to the Class A common stock (“Class A Common Stock”) of FXCM Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 32 Old Slip, New York, NY 10005.

Item 2.  Identity and Background.

This Schedule 13D is being filed by Long Ridge FXCM, L.P. (“Long Ridge LP”), Long Ridge FXCM Equity Partners, LLC (“Long Ridge LLC”), James Brown and Paul Licursi (each, a “Reporting Person”). Long Ridge LLC is the general partner of Long Ridge LP and Messrs. Brown and Licursi are managers of Long Ridge LLC. Long Ridge LP dissolved as of January 16, 2012.

Messrs. Brown and Licursi are both citizens of the United States and Mr. Brown is a director of the Issuer. Long Ridge LP is a Delaware limited partnership and Long Ridge LLC is a Delaware limited liability company. The principal business of each of Long Ridge LP and Long Ridge LLC consists of making various investments. The principal business of each of Messrs. Brown and Licursi is serving as founder and managing partner of Long Ridge Equity Partners. The principal business address of the Reporting Persons is c/o Long Ridge Equity Partners, 200 Madison Avenue, Suite 1900, New York, New York 10016.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and none have been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

Immediately prior to its pro rata distribution to its partners on January 16, 2012 (the “Long Ridge LP Distribution”), Long Ridge LP beneficially owned 2,096,364 units of FXCM Holdings LLC (“FXCM Holdings”), each of Long Ridge LLC and Mr. Licursi beneficially owned 3,030,922 units of FXCM Holdings, and Mr. Brown beneficially owned 3,950,652 units of FXCM Holdings. These units were received in a reclassification of the outstanding limited liability company interests of FXCM Holdings effected prior to the initial public offering of the Class A Common Stock of the Issuer. Following the Long Ridge LP Distribution, Long Ridge LP beneficially owned no securities of the Issuer, Long Ridge LLC beneficially owned 1,361,173 units of FXCM Holdings (including 426,615 units of FXCM Holdings it received in the Long Ridge LP Distribution), Mr. Licursi beneficially owned 1,361,173 units of FXCM Holdings and Mr. Brown beneficially owned 2,280,903 units of FXCM Holdings.

 

Pursuant to an exchange agreement entered into in December 2010 (the “Exchange Agreement”), the Reporting Persons (and certain permitted transferees) may, from and after December 7, 2011 (subject to the terms of the Exchange Agreement), exchange their units of FXCM Holdings for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. As a holder exchanges its units of FXCM Holdings, the Issuer's interest in FXCM Holdings will be correspondingly increased. The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the text of Exhibit 1 hereto.

 

As a result of the Exchange Agreement, the Reporting Persons may be deemed to have acquired beneficial ownership of the shares of Class A Common Stock underlying the units of FXCM Holdings reported herein on October 8, 2011, which is the day that is 60 days prior to December 7, 2011.

 

In addition to the units of FXCM Holdings reported herein, Mr. Brown owns 14,315 options to buy Class A Common Stock, which options vested on December 1, 2011. Mr. Brown has also acquired 100,000 shares of Class A Common Stock in the open market for an aggregate purchase price of $901,002 using personal funds.

 

 

CUSIP No. 302693 106		13D		Page 7 of 9 Pages

 

Item 4.  Purpose of Transaction.

The information set forth under Items 3 and 6 is hereby incorporated by reference.

 

All of the securities reported herein were acquired for investment purposes. The Reporting Persons intend to review on a continuing basis the investment in the Issuer. Based on such review, the Reporting Persons may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors.

 

In his capacity as a director of the Issuer, Mr. Brown may take an active role in working with the Issuer’s management on operational, financial and strategic initiatives. Except as otherwise described in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of the ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.

Item 5.  Interest in Securities of the Issuer.

The ownership percentages set forth below are based on 15,368,028 shares of the Issuer’s Class A Common Stock outstanding as of November 14, 2011 as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2011.

 

(a)  Prior to the Long Ridge LP Distribution, Long Ridge LP held 2,096,364 units of FXCM Holdings, Long Ridge LLC held 934,558 units of FXCM Holdings and Mr. Brown held 919,730 units of FXCM Holdings, 100,000 shares of Class A Common Stock and 14,315 options to purchase Class A Common Stock. As a result of the Exchange Agreement and the options exercisable by Mr. Brown, prior to the Long Ridge LP Distribution, Long Ridge LP, Long Ridge LLC, Mr. Licursi and Mr. Brown may have been deemed to beneficially own a total of 2,096,364, 3,030,922, 3,030,922 and 9,950,652 shares of Class A Common Stock, respectively, representing 12.0%, 16.5%, 16.5% and 21.0% of the total number of shares of Class A Common Stock outstanding, respectively.

 

Following the Long Ridge LP Distribution, Long Ridge LP held no units of FXCM Holdings, Long Ridge LLC held 1,361,173 units of FXCM Holdings and Mr. Brown held 919, 730 units of FXCM Holdings, 100,000 shares of Class A Common Stock and 14,315 options to purchase Class A Common Stock. As a result of the Exchange Agreement and the options exercisable by Mr. Brown, following the Long Ridge Distribution, Long Ridge LP, Long Ridge LLC, Mr. Licursi and Mr. Brown may be deemed to beneficially own a total of 0, 1,361,173, 1,361,173 and 2,395,218 shares of Class A Common Stock, respectively, representing 0%, 8.1%, 8.1% and 13.6% of the total number of shares of Class A Common Stock outstanding, respectively.

 

(b) The aggregate number and percentage of the shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 of the cover pages of this Schedule 13D.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the entities and individuals identified above as holding the shares of Class A Common Stock reported on this Schedule 13D) is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

 

CUSIP No. 302693 106		13D		Page 8 of 9 Pages

 

(c) On January 16, 2012, Long Ridge LP effected a pro rata distribution to its partners of all 2,096,364 units of FXCM Holdings previously held by it. Of these units of FXCM Holdings, 426,615 were distributed to Long Ridge LLC.

 

(d)  Other than the Reporting Persons, no other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons’ securities.

 

(e)  As of January 16, 2012, as a result of the Long Ridge LP Distribution, Long Ridge LP no longer beneficially owns 5% of the Issuer’s Class A Common Stock.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Each of Mr. Brown and Long Ridge LLC owns a share of Class B common stock (the “Class B Common Stock”) of the Issuer. Each holder of Class B Common Stock is entitled to a number of votes at the Issuer’s stockholder meetings that is equal to the number of units in FXCM Holdings held by such holder, regardless of the number of shares of Class B Common Stock held by such holder.

 

The following descriptions are qualified in their entirety by reference to the Exchange Agreement, and the Registration Rights Agreement, both of which are incorporated by reference as Exhibits 1 and 2 hereto, respectively, and incorporated herein by reference.

 

EXCHANGE AGREEMENT

 

The information set forth under Item 3 is hereby incorporated by reference.

 

REGISTRATION RIGHTS AGREEMENT

 

Each Reporting Person who directly holds units in FXCM Holdings is a party to a Registration Rights Agreement entered into on December 1, 2010 pursuant to which the Issuer has agreed to register under the Securities Act of 1933 the exchange of units of FXCM Holdings for shares of Class A Common Stock by each Reporting Person and the other parties to the agreement. In addition, the Demand Committee (as such term is defined) shall have the right to request that the Issuer register the sale of shares of Class A Common Stock held by existing holders of registrable securities and may require the Issuer to make available shelf registration statements permitting sales of shares of Class A Common Stock into the market from time to time over an extended period.  In addition, the parties to the Registration Rights Agreement have the ability to exercise certain piggyback registration rights in respect of shares of Class A Common Stock held by them in connection with registered offerings requested by other registration rights holders or initiated by the Issuer.

Item 7.  Material to Be Filed as Exhibits.

1.

Exchange Agreement, dated as of December 1, 2010, by and among FXCM Inc., FXCM Holdings, LLC and the holders of units of FXCM Holdings LLC from time to time party thereto (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by FXCM Inc. with the Securities and Exchange Commission on December 7, 2010).

 

2.

Registration Rights Agreement, dated as of December 1, 2010, by and among FXCM Inc. and the holders of units of FXCM Holdings LLC from time to time party thereto (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed by FXCM Inc. with the Securities and Exchange Commission on December 7, 2010).

 

 

3.

Joint Filing Agreement, dated January 26, 2012 by and among the Reporting Persons (filed herewith).