- Initial Statement of Beneficial Ownership (3)
February 08 2012 - 7:59PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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November 30, 2011
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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
*
TCV VI L P
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/8/2012
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3. Issuer Name
and
Ticker or Trading Symbol
FX Alliance Inc. [FX]
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(Last)
(First)
(Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
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X
___ Other (specify below)
/ May be part of a 13(g) group
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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709875
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I
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TCV VI, L.P.
(1)
(3)
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Common Stock
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5634
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I
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TCV Member Fund, L.P.
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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(4)
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(4)
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Common Stock
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7184080
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(4)
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I
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TCV VI, L.P.
(1)
(3)
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Series A Preferred Stock
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(4)
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(4)
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Common Stock
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56658
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(4)
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I
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TCV Member Fund, L.P.
(2)
(3)
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Explanation of Responses:
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(
1)
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These securities are directly held by TCV VI, L.P. ("TCV VI"). Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds and Robert W. Trudeau, a director of FX Alliance, Inc. (collectively, the "TCM VI Members"), are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI") which is the sole general partner of TCV VI, L.P. The TCM VI Members and TCM VI may be deemed to beneficially own the securities held by TCV VI, L.P. but each of the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
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(
2)
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These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). The TCM VI Members are Class A Members of TCM VI, which is a general partner of Member Fund, and limited partners of Member Fund. The TCM VI Members and TCM VI may be deemed to beneficially own certain of the securities held by Member Fund, but each of the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
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(
3)
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John C. Rosenberg, a director of FX Alliance, Inc., is an assignee of TCM VI and a limited partner of Member Fund, but does not share voting or dispositive power over the shares held by TCV VI or Member Fund. Mr. Rosenberg disclaims beneficial ownership of the shares held by TCV VI and Member Fund except to the extent of his pecuniary interest therein.
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(
4)
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The Series A Preferred Stock is convertible at the holder's option into such number of Common Stock as is determined by dividing the original issue price by the conversion price determined in effect on the date the certificate is surrendered for conversion, currently one-for-one, and has no expiration date. In addition, the Series A Preferred Stock automatically converts into Common Stock at the then-effective conversion rate immediately upon the earlier of (i) the issuer's sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 or (ii) the date specified by written consent or agreement of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TCV VI L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(g) group
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TCV Member Fund, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(g) group
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Technology Crossover Management VI, L.L.C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(g) group
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HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(g) group
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KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(g) group
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DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(g) group
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REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(g) group
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Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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X
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May be part of a 13(g) group
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Rosenberg John C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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X
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May be part of a 13(g) group
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Signatures
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Frederic D. Fenton, Authorized Signatory for TCV VI, L.P.
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2/8/2012
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P.
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2/8/2012
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VI, L.L.C.
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2/8/2012
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized Signatory for Jay C. Hoag
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2/8/2012
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized Signatory for Richard H. Kimball
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2/8/2012
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized Signatory for John L. Drew
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2/8/2012
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr.
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2/8/2012
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau
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2/8/2012
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized Signatory for John C. Rosenberg
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2/8/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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