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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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FXCM Inc.
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(Name of Issuer)
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Class A Comon Stock
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(Title of Class of Securities)
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302693106
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(CUSIP Number)
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July 1, 2013
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-l(b)
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Rule 13d-l(c)
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Rule 13d-l(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 7
CUSIP No. 302693106
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1.
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Names of Reporting Persons
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MFP Partners, L.P.(1)
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c/o MFP Investors LLC
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667 Madison Avenue, 25th Floor
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New York, NY 10065
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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o (a)
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o (b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Delaware
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 1,680,828
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 1,680,828
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,680,828
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 4.3%(2)
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12.
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Type of Reporting Person (See Instructions)
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PN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. Michael F. Price is the managing partner of MFP Partners, L.P. and the managing member and controlling person of MFP Investors LLC.
(2) Calculation based on 38,748,424 shares of Class A Common Stock of the issuer (“Class A Common Stock”), which includes 37,067,596 shares of Class A Common Stock outstanding pursuant to the issuer’s most recent Form 10-Q and the conversion of all the reporting person’s units (“Units”) of FXCM Holdings, LLC (“FXCM Holdings”) into shares of Class A Common Stock of the issuer. The reporting person is deemed to have beneficial ownership of the Class A Common Stock solely by virtue of the convertibility of the Units held by the reporting person.
Page 2 of 7
CUSIP No. 302693106
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1.
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Names of Reporting Persons
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MFP Investors LLC(1)
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667 Madison Avenue, 25th Floor
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New York, NY 10065
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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o (a)
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o (b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Delaware
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 1,782,658
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 1,782,658
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,782,658
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 4.6%(2)
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12.
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Type of Reporting Person (See Instructions)
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OO
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. Michael F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person of MFP Investors LLC.
(2) Calculation based on 38,748,424 shares of Class A Common Stock, which includes 37,067,596 shares of Class A Common Stock outstanding pursuant to the issuer’s most recent Form 10-Q and the conversion of all the Units held by clients of the reporting person into shares of Class A Common Stock. The reporting person may be deemed to have beneficial ownership of the shares of Class A Common Stock by virtue of shares of Class A Common Stock held by a client of the reporting person and by virtue of the convertibility of the Units held by a client of the reporting person.
Page 3 of 7
CUSIP No. 302693106
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1.
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Names of Reporting Persons
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Michael F. Price(1)
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c/o MFP Investors LLC
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667 Madison Avenue, 25th Floor
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New York, NY 10065
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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o (a)
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o (b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United States of America
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 1,782,658
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 1,782,658
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,782,658
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 4.6%(2)
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12.
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Type of Reporting Person (See Instructions)
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IN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. Michael F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person of MFP Investors LLC.
(2) Calculation based on 38,748,424 shares of Class A Common Stock, which includes 37,067,596 shares of Class A Common Stock outstanding pursuant to the issuer’s most recent Form 10-Q and the conversion of all the Units held by clients of MFP Investors LLC into shares of Class A Common Stock. The reporting person may be deemed to have beneficial ownership of the shares of Class A Common Stock by virtue of shares of Class A Common Stock held by a client of MFP Investors LLC and by virtue of the convertibility of the Units held by a client of MFP Investors LLC.
Page 4 of 7
CUSIP No. 302693106
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Item 1.
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(a)
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Name of Issuer
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FXCM Inc.
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(b)
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Address of Issuer's Principal Executive Offices
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32 Old Slip
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New York, NY 10005
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USA
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Item 2.
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(a)
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Name of Person Filing
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MFP Partners, L.P.
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MFP Investors LLC
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Michael F. Price
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(b)
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Address of Principal Business Office or, if none, Residence
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667 Madison Avenue, 25th Floor
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New York, NY 10065
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(c)
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Citizenship
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MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware. Michael F. Price is a citizen of the United States of America.
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(d)
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Title of Class of Securities
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Class A Common Stock
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(e)
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CUSIP Number
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302693106
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Item 3.
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If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Item 4.
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Ownership.
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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 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, the issuer's interest in FXCM Holdings will be correspondingly increased.
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MFP Partners, L.P. directly owns 1,680,828 Units of FXCM Holdings. As of the date hereof, MFP Partners, L.P. may be deemed to be the beneficial owner of, and has the shared power to vote, 1,680,828 shares of Class A Common Stock, representing 4.3% of the total number of shares of Class A Common Stock outstanding. As the investment advisor to several clients (including MFP Partners, L.P.), MFP Investors LLC may be deemed to be the beneficial owner of, and is deemed to have shared power to vote, 1,782,658 shares of Class A Common Stock, representing 4.6% of the total number of shares of Class A Common Stock outstanding. As Managing Member and controlling person of MFP Investors LLC, Michael F. Price may be deemed to be the beneficial owner of, and is deemed to have shared power to vote, 1,782,658 shares of Class A Common Stock, representing 4.6% of the total number of shares of Class A Common Stock outstanding.
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Page 5 of 7
CUSIP No. 302693106
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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MFP Investors LLC manages investments for several clients, including MFP Partners, L.P. none of which beneficially owns more than 5% of the shares of Class A Common Stock.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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&#x A0; |
Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.
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.
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July 2, 2013
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Date
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MFP Partners, L.P.
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/s/ Michael F. Price
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Signature
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Name:
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Michael F. Price
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Title:
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Managing Partner
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MFP Investors LLC
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/s/ Michael F. Price
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Signature
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Name:
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Michael F. Price
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Title:
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Managing Member
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MICHAEL F. PRICE
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/s/ Michael F. Price
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Signature
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Name:
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Michael F. Price
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Page 6 of 7
CUSIP No. 302693106
EXHIBITS
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Exhibit
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Number
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Title
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1
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Joint Filing Agreement dated January 23, 2012 among the Reporting Persons (filed herewith)
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Page 7 of 7