UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Schedule 13G—Information to be included in statements filed pursuant to §240.13d–1(b),
(c), and (d) and amendments thereto filed pursuant to §240.13d–2.
Under the Securities Exchange Act of 1934
(Amendment No. )
KCG HOLDINGS, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
48244B 100
(CUSIP Number)
November 30, 2013
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No.: 48244B 100 | Page 2 of 9 |
| 1. | Names of Reporting Persons.
Jefferies LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
16,467,774 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
16,467,774 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,467,774 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
13.5% (based on 122,430,198 shares outstanding at November 8, 2013) | |||||
| 12. | Type of Reporting Person:
BD | |||||
| CUSIP No.: 48244B 100 | Page 3 of 9 |
| 1. | Names of Reporting Persons.
Jefferies Group LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
16,467,774 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
16,467,774 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,467,774 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
13.5% (based on 122,430,198 shares outstanding at November 8, 2013) | |||||
| 12. | Type of Reporting Person:
HC | |||||
| CUSIP No.: 48244B 100 | Page 4 of 9 |
| 1. | Names of Reporting Persons.
Limestone Merger Sub, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
16,467,774 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
16,467,774 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,467,774 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
13.5% (based on 122,430,198 shares outstanding at November 8, 2013) | |||||
| 12. | Type of Reporting Person:
HC | |||||
| CUSIP No.: 48244B 100 | Page 5 of 9 |
| 1. | Names of Reporting Persons.
Leucadia National Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
16,467,774 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
16,467,774 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,467,774 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
13.5% (based on 122,430,198 shares outstanding at November 8, 2013) | |||||
| 12. | Type of Reporting Person:
HC | |||||
| CUSIP No.: 48244B 100 | Page 6 of 9 |
| Item 1 |
| (a) |
Name of Issuer | |
| KCG Holdings, Inc. | ||
| (b) |
Address of Issuer’s Principal Executive Offices | |
| 545 Washington Boulevard, Jersey City, NJ 07310 | ||
| Item 2 | ||
| (a) |
Name of Person Filing | |
| Jefferies LLC | ||
| Jefferies Group LLC | ||
| Limestone Merger Sub, LLC | ||
| Leucadia National Corporation | ||
| (b) |
Address of Principal Business Office or, if None, Residence | |
| 520 Madison Ave. | ||
| New York, New York 10022 | ||
| (c) |
Citizenship | |
| Delaware | ||
| Delaware | ||
| Delaware | ||
| New York | ||
| (d) |
Title of Class of Securities | |
| Class A Common Stock, par value $0. 01 per share | ||
| (e) |
CUSIP Number | |
| 48244B 100 | ||
| Item 3 | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |
x | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) |
¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) |
¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| CUSIP No.: 48244B 100 | Page 7 of 9 |
| (d) |
¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) |
¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) |
¨ | An employee benefit plan or endowment fund in accordance with Rule 13d- 1(b)(1)(ii)(F); | ||
| (g) |
x | A parent holding company or control person in accordance with Rule 13d- 1(b)(ii)(G); | ||
| (h) |
¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) |
¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) |
¨ | A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J); | ||
| (k) |
¨ | Group, in accordance with Rule13d-1(b)(1)(ii)(J). | ||
| If filing as a non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
| Item 4 | Ownership |
The following sets forth beneficial ownership information:
| (a) |
Amount beneficially owned: | 16,467,774 | ||||
| (b) |
Percent of class: | 13.5% | ||||
| (c) |
Number of shares as to which the person has: | |||||
| (i) | Sole power to vote or to direct the vote: | 0 | ||||
| (ii) | Shared power to vote or direct the vote: | 16,467,774 | ||||
| (iii) | Sole power to dispose or direct the disposition of: | 0 | ||||
| (iv) | Shared power to dispose or direct the disposition of: | 16,467,774 | ||||
| CUSIP No.: 48244B 100 | Page 8 of 9 |
| Item 5 | Ownership of Five Percent or Less of a Class |
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 5 percent of the class of securities, check the following ¨.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable
| Item 8 | Identification and Classification of Members of the Group |
Not applicable
| Item 9 | Notice of Dissolution of Group |
Not applicable
| Item 10 | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
| CUSIP No.: 48244B 100 | Page 9 of 9 |
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.
| Dated: December 6, 2013 | Jefferies LLC | |||||
| By: | /s/ Roland T. Kelly | |||||
| Roland T. Kelly | ||||||
| MD and Associate General Counsel | ||||||
| Dated: December 6, 2013 | Jefferies Group LLC. | |||||
| By: | /s/ Roland T. Kelly | |||||
| Roland T. Kelly | ||||||
| Assistant Secretary | ||||||
| Dated: December 6, 2013 | Limestone Merger Sub, LLC | |||||
| By: | /s/ Roland T. Kelly | |||||
| Roland T. Kelly | ||||||
| Authorized Person | ||||||
| Dated: December 6, 2013 | Leucadia National Corporation | |||||
| By: | /s/ Roland T. Kelly | |||||
| Roland T. Kelly | ||||||
| Associate General Counsel and Assistant Secretary | ||||||
Jefferies LLC, Jefferies Group LLC, Limestone Merger Sub, LLC and Leucadia National Corporation agreed to jointly file this Schedule 13G.