Sec Form 4 Filing - TCV VI L P @ Interactive Brokers Group, Inc. - 2012-12-19

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
TCV VI L P
2. Issuer Name and Ticker or Trading Symbol
Interactive Brokers Group, Inc. [ IBKR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
May be part of a 13(d) group
(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2012
(Street)
PALO ALTO, CA94301
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
Common Stock 12/19/2012 S 29,759 D $ 14.1613 ( 1 ) 1,458,211 I TCV VI, L.P. ( 2 ) ( 3 )
Common Stock 12/20/2012 S 59,519 D $ 14.1166 ( 4 ) 1,398,692 I TCV VI, L.P. ( 2 ) ( 3 )
Common Stock 2,540 I Robert W. Trudeau ( 5 )
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
TCV VI L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
Technology Crossover Management VI, L.L.C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
May be part of a 13(d) group
HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
Signatures
Frederic D. Fenton, Authorized signatory for TCV VI, L.P. 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for Technology Crossover Management VI, L.L.C. 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for Jay C. Hoag 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for Richard H. Kimball 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for John L. Drew 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for Jon Q. Reynolds, Jr. 12/21/2012
Signature of Reporting Person Date
Frederic D. Fenton, Authorized signatory for Robert W. Trudeau 12/21/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $14.0900 to $14.3650. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 2 )This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VII, L.P., TCV VII (A), L.P., Technology Crossover Management VII, Ltd., Technology Crossover Management VII, L.P., TCV Member Fund, L.P., Christopher P. Marshall, Timothy P. McAdam, John C. Rosenberg and David L. Yuan on December 21, 2012.
( 3 )These securities are directly held by TCV VI, L.P. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr. and Robert W. Trudeau (collectively, the "TCM VI Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI, L.P. The TCM VI Members and TCM VI may be deemed to beneficially own the securities held by TCV VI, L.P., but the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4 )The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $13.9700 to $14.2300. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 5 )These shares consist of 847 shares of restricted stock and 1,693 shares of common stock held directly by Mr. Trudeau. Mr. Trudeau has sole dispositive power over the shares; however, TCV VI Management, LLC ("TCV VI Management") and TCV VII Managment, LLC ("TCV VII Management"),own 100% of the pecuniary interest therein and Mr. Trudeau disclaims beneficial ownership of such shares. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (the "TCV VI Management Members") are members of TCV VI Management, but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The TCV VI Management Members, along with Christoher P. Marshall (the "TCV VII Management Members") are members of TCV VII Management, but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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