Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 8)*
| FXCM Inc. |
| (Name of Issuer) |
| Class A common stock, $0.01 par value |
| (Title of Class of Securities) |
| 302693 106 |
| (CUSIP Number) |
| David S. Sassoon |
| c/o FXCM, Inc. |
| 55 Water Street, Floor 50, New York, NY 10041 |
| (646) 432-2986 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| November 28, 2014 |
| (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/A | Page 2 of 4 Pages |
| 1. | NAMES OF REPORTING PERSONS Matthew Wilhelm |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x |
|||
| 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 2,680,681 | ||
| 8. | SHARED VOTING POWER 0 | |||
| 9. | SOLE DISPOSITIVE POWER 2,680,681 | |||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,681 |
|||
| 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) 5.7% |
|||
| 14. | TYPE OF REPORTING PERSON (see instructions) IN |
| CUSIP No. 302693 106 | 13D/A | Page 3 of 4 Pages |
This Amendment No. 8 (this “Amendment”) to the Statement on Schedule 13D, filed by Matthew Wilhelm (the “Reporting Person”) on June 25, 2012, as amended on September 25, 2012, September 10, 2013, January 23, 2014, February 18, 2014, March 5, 2014, October 14, 2014 and November 4, 2014 (collectively, the “Statement”), amends and supplements such Statement with respect to the Class A common stock, par value $0.01 per share (“Class A Common Stock”), of FXCM Inc., a Delaware corporation (the “Issuer”). Except as otherwise specified in this Amendment, all previous Items remain as previously reported in the Statement and are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Statement filed with the Securities and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
The ownership percentages set forth below are based on 47,160,590 shares of the Issuer’s Class A Common Stock outstanding as of November 6, 2014, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed by the Issuer with the Securities and Exchange Commission on November 7, 2014.
(a) Mr. Wilhelm beneficially owns a total of 2,680,681 shares of Class A Common Stock representing 5.7% of the total number of shares of Class A Common Stock outstanding. The 2,680,681 shares of Class A Common Stock beneficially owned by Mr. Wilhelm consist of: (i) 2,299,639 shares of Class A Common Stock held directly by Mr. Wilhelm, and (ii) 381,042 shares of Class A Common Stock held by Mr. Wilhelm as nominee and trustee. The Reporting Person has no financial interest in any of the 381,042 shares held by him as nominee and trustee.
(b) The aggregate number and percentage of the shares of Class A Common Stock beneficially owned by Mr. Wilhelm and, 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 page of this Schedule 13D.
(c) Other than the transactions set forth below, there have been no transactions in shares of Class A Common Stock by the Reporting Person in the past 60 days other than those previously reported in the Statement.
| Date | Nature of Transaction | Number of Shares of Class A Common Stock Acquired or (Sold) | Weighted Average Price per Share | |||||||
| November 5, 2014 | Open Market Sale | (37,899 | ) | $ | 16.34 | |||||
| November 6, 2014 | Open Market Sale | (37,899 | ) | $ | 16.67 | |||||
| November 7, 2014 | Open Market Sale | (37,899 | ) | $ | 15.64 | |||||
| November 10, 2014 | Open Market Sale | (3,327 | ) | $ | 16.23 | |||||
| November 11, 2014 | Open Market Sale | (37,899 | ) | $ | 16.56 | |||||
| November 12, 2014 | Open Market Sale | (37,899 | ) | $ | 16.47 | |||||
| November 13, 2014 | Open Market Sale | (35,605 | ) | $ | 16.60 | |||||
| November 14, 2014 | Open Market Sale | (34,662 | ) | $ | 16.66 | |||||
| November 18, 2014 | Open Market Sale | (34,662 | ) | $ | 16.47 | |||||
| November 19, 2014 | Open Market Sale | (34,662 | ) | $ | 16.25 | |||||
| November 20, 2014 | Open Market Sale | (34,662 | ) | $ | 15.97 | |||||
| November 21, 2014 | Open Market Sale | (34,662 | ) | $ | 15.83 | |||||
| November 25, 2014 | Open Market Sale | (34,662 | ) | $ | 16.30 | |||||
| November 26, 2014 | Open Market Sale | (34,662 | ) | $ | 16.26 | |||||
| November 28, 2014 | Open Market Sale | (10,167 | ) | $ | 16.40 | |||||
(d) Other than Mr. Wilhelm and, with respect to the 381,042 shares of Class A Common Stock held as nominee and trustee, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Mr. Wilhelm’s securities.
(e) Not applicable.
| CUSIP No. 302693 106 | 13D/A | Page 4 of 4 Pages |
SIGNATURE
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.
Date: December 1, 2014
| MATTHEW WILHELM | ||
| /s/ David S. Sassoon | ||
| David S. Sassoon, Attorney-in-Fact | ||