GLBR Global Brokerage Inc (CE)

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to shares of Class A common stock (“Class A Common Stock”) of FXCM, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 5 amends the Schedule 13D (the “Schedule 13D”), filed on January 23, 2012, as amended by Amendment No.1 thereto, filed on June 7, 2012 (“Amendment No. 1”), Amendment No. 2, filed on October 9, 2012 (“Amendment No. 2”), Amendment No. 3, filed on March 4, 2013 (“Amendment No. 3”) and Amendment No. 4, filed on June 4, 2013 (“ Amendment No. 4”) by Charlestone Ventures Holdings Limited (“Charlestone”) and Michel Daher (each, a “Reporting Person”), by furnishing the information set forth below. Except as otherwise specified in this Amendment No. 5, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D as amended by Amendment Nos. 1, 2, 3 and 4 filed with the Securities and Exchange Commission.

The Reporting Persons are filing this Amendment No. 5 to report that the number of shares of Class A Common Stock that they may be deemed to beneficially own has decreased by an amount greater than one percent of the outstanding shares of Class A Common Stock of the Issuer.

Item 3.  Source and Amount of Funds or Other Consideration.

The first paragraph of Item 3 of the Schedule 13D is hereby amended and restated as follows.

Charlestone and Michel Daher each beneficially owns 3,494,954 shares of the Issuer’s Class A Common Stock (consisting of 3,000,000 units of FXCM Holdings LLC (“FXCM Holdings”)). These units were received in a reclassification of the outstanding limited liability company interests of FXCM Holdings effected prior to the initial public offering of the Class A Common Stock of the Issuer.

Item 4.  Purpose of Transaction.

The first paragraph of Item 4 of the Schedule 13D is hereby amended and restated as follows:

The information set forth under Items 3 and 6 is hereby incorporated by reference.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The ownership percentages set forth below are based on 38,046,266 shares of the Issuer’s Class A Common Stock outstanding as of August 7, 2013 as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 8, 2013, plus the number of shares of Class A Common Stock that may be received upon exchange of units of FXCM Holdings beneficially owned by the Reporting Persons, as applicable.

(a)  As a result of the Exchange Agreement, Charlestone and Michel Daher may each be deemed to beneficially own a total of 3,494,954 shares of Class A Common Stock (based on the number of shares of Class A Common Stock currently held and that may be received in exchange of units of FXCM Holdings) representing 8.41% of the total number of shares of Class A Common Stock outstanding. Charlestone directly holds all shares of Class A Common Stock and units of FXCM Holdings reported herein.

(b) The aggregate number and percentage of the shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 of the cover pages of this Amendment No.5.

Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission that Michel Daher is the beneficial owner of the Class A Common Stock 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.

(c)  Other than the transactions by Charlestone set forth below, there have been no transactions in shares of Class A Common Stock by either of the Reporting Persons in the past 60 days.

(1) These shares represent units of FXCM Holdings that were exchanged for shares of Class A common stock of FXCM Inc. on a one-for-one basis pursuant to an exchange agreement.

(d)  Other than the Reporting Persons, no other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons’ securities.

(e)  Not applicable.

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.

Date: September 12, 2013