Amended Statement of Beneficial Ownership (sc 13d/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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)

Emma Cuadrado

Wicklow Capital, Inc.

53 W. Jackson Boulevard, Suite 1204

Chicago, Illinois

(312) 360-1377

with a copy to:

John P. Kelsh

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

(312) 853-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 27, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

*	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 disclosures provided in a prior cover page.

The information required on 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).


CUSIP No. 48244B 100


1.	Name of Reporting Person: Daniel V. Tierney 2011 Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Illinois
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 11,275,152 (1)(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 11,275,152 (1)(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,275,152 (1)(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2% (3)
14.	Type of Reporting Person (See Instructions) OO

(1)	Represents (i) 6,562,203 shares of Class A common stock, par value $0.01 per share (“Class A Common Shares”) of KCG Holdings, Inc., a Delaware corporation (“KCG Holdings”), and (ii) 4,712,949 Class A Common Shares that are issuable upon the exercise of warrants (“Warrant Shares”).

(2)

(3)	Calculated based on a total of 122,654,301 Class A Common Shares outstanding, which consists of (i) an estimated 117,941,352 Class A Common Shares outstanding as of May 7, 2015, according to information filed by KCG Holdings on May 11, 2015, and (ii) 4,712,949 Warrant Shares.


CUSIP No. 48244B 100


1.	Name of Reporting Person: Daniel V. Tierney
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 14,178 (1)
		8.	Shared Voting Power 11,275,152 (2)(3)
		9.	Sole Dispositive Power 14,178 (1)
		10.	Shared Dispositive Power 11,275,152 (2)(3)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,289,330 (1)(2)(3)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2% (4)
14.	Type of Reporting Person (See Instructions) IN

(1)	Represents 14,178 Class A Common Shares held by Daniel V. Tierney.

(2)	Represents (i) 6,562,203 Class A Common Shares held by the Daniel V. Tierney 2011 Trust and (ii) 4,712,949 Warrant Shares held by the Daniel V. Tierney 2011 Trust.

(3)

6,562,203 Class A Common Shares and 4,712,949 Warrant Shares reported in the table above are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado is the trustee of the trust and has sole voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(4)	Calculated based on a total of 122,654,301 Class A Common Shares outstanding, which consists of (i) an estimated 117,941,352 Class A Common Shares outstanding as of May 7, 2015, according to information filed by KCG Holdings on May 11, 2015, and (ii) 4,712,949 Warrant Shares.


CUSIP No. 48244B 100


1.	Name of Reporting Person: Emma Cuadrado
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 11,275,152 (1)(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 11,275,152 (1)(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,275,152 (1)(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2% (3)
14.	Type of Reporting Person (See Instructions) IN

(1)	Represents (i) 6,562,203 Class A Common Shares and (ii) 4,712,949 Warrant Shares.

(2)

All of the Class A Common Shares and Warrant Shares reported in the table above are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado is the trustee of the trust and has sole voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that she is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(3)	Calculated based on a total of 122,654,301 Class A Common Shares outstanding, which consists of (i) an estimated 117,941,352 Class A Common Shares outstanding as of May 7, 2015, according to information filed by KCG Holdings on May 11, 2015, and (ii) 4,712,949 Warrant Shares.

Introduction

This Amendment No. 7 (this “Amendment No. 7”) amends Amendment No. 6 ( “Amendment No. 6”) dated May 1, 2015, Amendment No. 5 ( “Amendment No. 5”) dated February 2, 2015, Amendment No. 4 dated March 3, 2014 (“Amendment No. 4”), Amendment No. 3 dated February 3, 2014 (“Amendment No. 3”), Amendment No. 2 dated January 13, 2014 (“Amendment No. 2”) and Amendment No. 1 dated October 31, 2013 (“Amendment No. 1”) to the statement on Schedule 13D dated July 1, 2013 (the “Original Statement” and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 7, this “Schedule 13D”) relating to the Class A common stock, par value $0.01 per share (the “Class A Common Shares”), of KCG Holdings, Inc., a Delaware corporation (“KCG Holdings”). Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Original Statement. Any capitalized terms used in this Amendment No. 7 and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Statement.

This Amendment No. 7 reflects transactions and developments through May 27, 2015 relating to the Reporting Persons’ holdings of Class A Common Shares. In particular, this Amendment No. 7 is being filed to reflect sales made pursuant to the previously-disclosed Sales Plan dated February 2, 2015 between the Daniel V. Tierney 2011 Trust and J.P. Morgan Securities LLC (the “Sales Plan”).

Item 1.

Security and Issuer.

There has been no change to the information disclosed in Item 1 of the Original Statement.

Item 2.

Identity and Background.

There has been no change to the information disclosed in Item 2 of Amendment No. 5.

Item 3.

Source and Amount of Funds or Other Consideration.

There has been no change to the information disclosed in Item 3 of the Original Statement.

Item 4.

Purpose of Transaction.

There has been no change to the information disclosed in Item 4 of Amendment No. 5.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Original Statement is hereby amended and restated in its entirety as follows:

(a) - (b) With respect to the Daniel V. Tierney 2011 Trust, Daniel V. Tierney and Emma Cuadrado, this Schedule 13D relates to the beneficial ownership of 11,275,152 Class A Common Shares, which include (i) 6,562,203 Class A Common Shares and (ii) 4,712,949 Warrant Shares. Such shares represent 9.2% of the outstanding Class A Common Shares (based on a total of 122,654,301 Class A Common Shares outstanding, which consists of (i) an estimated 117,941,352 Class A Common Shares outstanding as of May 7, 2015, according to information filed by KCG Holdings on May 11, 2015, and (ii) 4,712,949 Warrant Shares). All of these Class A Common Shares and Warrant Shares are directly held by the trust. Emma Cuadrado is the trustee of the trust and has sole voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Daniel V. Tierney or Emma Cuadrado that such Reporting Person is the beneficial owner of any such securities for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Solely with respect to Daniel V. Tierney, this Schedule 13D also relates to the beneficial ownership of an additional 14,178 Class A Common Shares. Together with the 11,275,152 shares described in the preceding paragraph, these shares represent 9.2% of the outstanding Class A Common Shares (based on a total of 122,654,301

Class A Common Shares outstanding, which consists of (i) an estimated 117,941,352 Class A Common Shares outstanding as of May 7, 2015, according to information filed by KCG Holdings on May 11, 2015, and (ii) 4,712,949 Warrant Shares).

(c) As described in Item 4 of Amendment No. 5, the Daniel V. Tierney 2011 Trust entered into the Sales Plan on February 2, 2015 with respect to 3,000,000 Class A Common Shares. From May 4, 2015, the first trading day following the date of Amendment No. 6, through May 27, 2015, an aggregate of 1,357,109 Class A Common Shares have been sold pursuant to the Sales Plan, as set forth on Annex A. No Reporting Person has effected any other transaction in the Class A Common Shares or Warrant Shares since the date of Amendment No. 6.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Shares or Warrant Shares covered by this Schedule 13D.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

There has been no change to the information disclosed in Item 6 of Amendment No. 5.

Item 7.

Material to Be Filed as Exhibits.


Exhibit Number		Description of Exhibits

99.1		Form of Sales Plan dated February 2, 2015 between the Daniel V. Tierney 2011 Trust and J.P. Morgan Securities LLC, incorporated by reference to Exhibit 99.1 to Amendment No. 5

SIGNATURES

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.


Date: May 28, 2015	DANIEL V. TIERNEY 2011 TRUST

	By	/s/ Emma Cuadrado
	Name:	Emma Cuadrado
	Title:	Trustee

Date: May 28, 2015	/s/ Daniel V. Tierney
	DANIEL V. TIERNEY

Date: May 28, 2015	/s/ Emma Cuadrado
	EMMA CUADRADO

INDEX OF EXHIBITS


Exhibit Number		Description of Exhibits

99.1		Form of Sales Plan dated February 2, 2015 between the Daniel V. Tierney 2011 Trust and J.P. Morgan Securities LLC, incorporated by reference to Exhibit 99.1 to Amendment No. 5

ANNEX A

Recent Transactions by the Reporting Persons in the Class A Common Shares or Warrant Shares

Set forth below is a summary of transactions effected by the Reporting Persons in the Class A Common Shares or Warrant Shares between May 4, 2015, the first trading day following the date of Amendment No. 6, and May 27, 2015. All transactions are open market sales of Class A Common Shares effected pursuant to the Sales Plan dated February 2, 2015 between the Daniel V. Tierney 2011 Trust and J.P. Morgan Securities LLC.


Date of Transaction	Number of Class A Common Shares Sold	Weighted Average Price Per Share
05/04/2015	102,529	$	13.53
05/05/2015	89,772	$	13.50
05/06/2015	61,039	$	13.46
05/07/2015	57,046	$	13.45
05/08/2015	51,312	$	13.44
05/11/2015	98,947	$	13.46
05/12/2015	64,608	$	13.37
05/13/2015	43,452	$	13.38
05/14/2015	90,284	$	13.39
05/15/2015	64,899	$	13.30
05/18/2015	110,771	$	13.31
05/19/2015	106,115	$	13.25
05/20/2015	118,441	$	13.26
05/21/2015	82,389	$	13.30
05/22/2015	58,125	$	13.33
05/26/2015	61,883	$	13.40
05/27/2015	95,497	$	13.51