Sec Form 4 Filing - GA-GTCO Interholdco, LLC @ KCG Holdings, Inc. - 2016-08-05

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 GA-GTCO Interholdco, LLC 2. Issuer Name and Ticker or Trading Symbol KCG Holdings, Inc. [ KCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) *See Remarks (Last) (First) (Middle) C/O GENERAL ATLANTIC SERVICE COMPANY,LLC, 55 EAST 52ND STREET, 32ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2016 (Street) NEW YORK, NY10055 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 Class A Common Stock, par value $0.01 per share 08/05/2016 S 1,500,000 D $ 14.85 18,709,027 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 GA-GTCO Interholdco, LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks GENERAL ATLANTIC LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks GENERAL ATLANTIC PARTNERS 83, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks General Atlantic Partners 93, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks GA-GTCO US AIV, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks GA-GTCO AIV, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks GAP-W, LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks GAP COINVESTMENTS III, LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks GAP COINVESTMENTS IV, LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY10055 X *See Remarks Signatures /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date /s/ Thomas J. Murphy 08/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )GA-GTCO Interholdco is the direct record holder of 18,709,027 shares of the issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). ( 2 )General Atlantic Partners 83, L.P., a Delaware limited partnership ("GAP 83"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 5,469,459 shares of Class A Common Stock held by GA-GTCO Interholdco; General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 2,731,495 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO US AIV, L.P., a Delaware limited partnership ("GA US AIV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 2,991,216 shares of Class A Common Stock held by GA-GTCO Interholdco; GA-GTCO AIV, L.P., a Delaware limited partnership ("GA AIV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 1,744,139 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 3) ( 3 )(cont'd from footnote 2) GAP-W, LLC, a Delaware limited liability company ("GAP-W"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 3,874,750 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 1,338,525 shares of Common Stock held by GA-GTCO Interholdco; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 318,997 shares of Class A Common Stock held by GA-GTCO Interholdco; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 25,575 shares of Class A Common Stock held by GA-GTCO Interholdco; (cont'd in footnote 4) ( 4 )(cont'd from footnote 3) 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"), is a member of GA-GTCO Interholdco and indirectly beneficially owns 214,871 shares of Class A Common Stock held by GA-GTCO Interholdco. ( 5 )The general partner of GAP 83, GAP 93, GAP US AIV and GAP AIV is General Atlantic GenPar, L.P. ("GenPar"). 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 and Warrants reported as beneficially owned by the reporting persons 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. (cont'd in footnote 6) ( 6 )(cont'd from footnote 5) 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. All individuals disclaim beneficial ownership of the securities owned by GA-GTCO Interholdco, except to the extent of their respective pecuniary interest therein.

Remarks: Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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