Sec Form 4 Filing - KERN RENE M @ KCG Holdings, Inc. - 2015-06-08

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 KERN RENE M 2. Issuer Name and Ticker or Trading Symbol KCG Holdings, Inc. [ KCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GENERAL ATLANTIC SERVICE CO., LLC, 55 E. 52ND ST., 32ND FL. 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2015 (Street) NEW YORK, NY10055 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 06/08/2015 S( 1 ) 8,284,916 D $ 14 20,209,027 I See Footnote ( 2 ) ( 3 ) ( 4 ) Class A Common Stock, par value $0.01 per share 14,178 D

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 KERN RENE M C/O GENERAL ATLANTIC SERVICE CO., LLC 55 E. 52ND ST., 32ND FL. NEW YORK, NY10055 X Signatures /s/ Rene M. Kern 06/10/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares tendered by GA-GTCO Interholdco, LLC, a Delaware limited liability company ("GA-GTCO Interholdco") and accepted for purchase by KCG Holdings, Inc. ("KCG") in the tender offer commenced by KCG on May 4, 2015 (the final results of which were announced by KCG on June 9, 2015). See Notes 2, 3 and 4 for more information. ( 2 )All shares owned by GA-GTCO Interholdco, LLC. The members of GA-GTCO Interholdco are General Atlantic Partners 83, L.P., a Delaware limited partnership ("GAP 83"), General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), GA-GTCO US AIV, L.P., a Delaware limited partnership ("GA US AIV"), GA-GTCO AIV, L.P., a Delaware limited partnership ("GA AIV"), GAP-W, LLC, a Delaware limited liability company ("GAP-W"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), and GapStar, LLC, a Delaware limited liability company ("GapStar" and, together with GAP 83, GAP 93, GA US AIV, GA AIV, GAP-W, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"). The general partner of GAP 83, GAP 93, GA US AIV and GA AIV is General Atlantic GenPar, L.P. ("GenPar"). (cont'd in footnote 3) ( 3 )(cont'd from footnote 2) GenPar is also the manager of GAP-W. The general partner of GenPar is General Atlantic LLC ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. While GA LLC and GenPar may be deemed to beneficially own all of the Class A Common Stock reported herein, each disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein. Certain managing directors of GA LLC are the members of GapStar. The managing directors of GA LLC may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, and voting and disposition decisions are made by a portfolio committee of GA LLC comprised of certain of the managing directors and officers of GA LLC. (cont'd in footnote 4) ( 4 )(cont'd from footnote 3) All individuals, including Mr. Kern, disclaim beneficial ownership of the Class A Common Stock owned by GA-GTCO Interholdco except to the extent of their respective pecuniary interest therein. Mr. Kern is a managing director of GA LLC.

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