- Prospectus filed pursuant to Rule 424(b)(4) (424B4)

Filed Pursuant to Rule 424(b)(4)
Registration Statement No. 333-176901

PROSPECTUS

5,200,000 Shares

FX Alliance Inc.

Common Stock

This is an initial public offering of shares of common stock of FX Alliance Inc. The selling stockholders identified in this prospectus are offering 5,200,000 shares of common stock. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders in this offering.

Prior to this offering, there has been no public market for our common stock. The shares of common stock have been approved for listing on the New York Stock Exchange under the symbol "FX."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 13.

	Per Share	Total

Price to public	$12.00	$62,400,000
Underwriting discounts and commissions	$ 0.84	$ 4,368,000
Proceeds, before expenses, to the selling stockholders	$11.16	$58,032,000

The underwriters have an option to purchase up to 780,000 additional shares from the selling stockholders. The underwriters can exercise this option at any time and from time to time within 30 days from the date of this prospectus.

Delivery of the shares of common stock will be made on or about February 14, 2012.

Joint Book-Running Managers


BofA Merrill Lynch		Goldman, Sachs & Co.
Citigroup		J.P. Morgan

Co-Managers


Morgan Stanley		UBS Investment Bank
Raymond James		Sandler O'Neill + Partners, L.P.

The date of this prospectus is February 8, 2012.

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TABLE OF CONTENTS

		Page

MARKET DATA AND FORECASTS		ii
ABOUT THIS PROSPECTUS		ii
TRADEMARKS AND TRADE NAMES		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		13
FORWARD-LOOKING STATEMENTS		29
USE OF PROCEEDS		30
DIVIDEND POLICY		31
CAPITALIZATION		32
DILUTION		33
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		35
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		36
BUSINESS		59
MANAGEMENT		76
EXECUTIVE COMPENSATION		81
PRINCIPAL AND SELLING STOCKHOLDERS		104
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		108
DESCRIPTION OF CERTAIN INDEBTEDNESS		111
DESCRIPTION OF CAPITAL STOCK		114
SHARES ELIGIBLE FOR FUTURE SALE		118
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		120
UNDERWRITING		124
CONFLICTS OF INTEREST		130
LEGAL MATTERS		131
EXPERTS		131
WHERE YOU CAN FIND MORE INFORMATION		131
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

We have not, the selling stockholders have not and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

MARKET DATA AND FORECASTS

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research. Our estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on such data and our knowledge of our industry, which we believe to be reasonable. However, although we believe such sources are reliable, neither we, the selling stockholders nor the underwriters have independently verified the data.

Where this prospectus discusses the standings of our clients within their respective classes, the rankings are based on firm capital for hedge funds, market share for banks and assets under management for institutional asset managers.

ABOUT THIS PROSPECTUS

Throughout this prospectus, we provide a number of key operating metrics used by management and typically used by our competitors. These key operating metrics are discussed in more detail in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics." We also reference Adjusted EBITDA and Adjusted Net Income, which are non-GAAP financial measures. See "—Summary Historical Consolidated Financial and Operating Data" for a discussion of Adjusted EBITDA and Adjusted Net Income, as well as a reconciliation of these measures to the most directly comparable financial measures required by, or presented in accordance with, generally accepted accounting principles in the United States, or U.S. GAAP.

Unless the context otherwise requires, in the prospectus, references to "we," "our," "us," "FX Alliance," "FXall," or the "Company" refer to FX Alliance Inc. and its consolidated subsidiaries.

TRADEMARKS AND TRADE NAMES

This prospectus includes our trademarks such as FXall®, What's Your Edge®, Order Book™ and Settlement Center™, which are protected under applicable intellectual property laws and are the property of FX Alliance Inc. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

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PROSPECTUS SUMMARY

The following summary highlights information appearing elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully. In particular, you should read the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes relating to those statements included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See "Forward-Looking Statements."

Our Company

We are the leading independent global provider of electronic foreign exchange trading solutions, with over 1,000 institutional clients worldwide. We provide institutional clients with 24-hour direct access, five days per week, to the foreign exchange, or "FX," market, which is the world's largest and most liquid financial market. Our proprietary technology platform enables us to deliver efficient and reliable FX price discovery, trade execution and automation of pre-trade and post-trade transaction workflow with access to a deep pool of liquidity from the world's leading banks and other liquidity providers. With offices around the world, we believe our global footprint provides us with access to a variety of high growth markets and diversifies our risk from regional economic conditions, as more than half of our trading volume is attributed to customers outside the United States.

Our comprehensive suite of electronic FX trading products, including FX spot, FX forwards, FX swaps and non-deliverable forwards, or "NDFs," is used by asset managers, banks, broker-dealers, corporations, hedge funds, prime brokers and other institutions worldwide. Our platform supports the over-the-counter, or "OTC," trading of gold and silver on a spot, forward or swap basis and provides access to bank deposits. We offer single point access to multiple execution mechanisms, including collaborative trading, request for stream, continuous streaming prices, and an anonymous electronic communication network, or "ECN," as well as execution mechanisms proprietary to specific liquidity providers. We also license our technology for distribution under our clients' brands, which we refer to as white-labeled enterprise solutions.

As a trading technology provider, we facilitate trading between market participants, but do not act as a market maker, take principal positions for our own account or clear trades. Our clients settle their trades directly with their counterparties or prime brokers outside our platform. Our institutional clients' trading activities with us can be categorized into two types: relationship trading and active trading. Relationship trading includes our collaborative trading and request for stream systems, which are used primarily by corporations and asset managers to hedge commercial FX risk. Active trading includes our continuous streaming prices and ECN systems, which are used primarily by banks, broker-dealers, hedge funds, prime brokers and other market participants who trade currencies as a central activity or profit center. For more information related to relationship trading and active trading, see "Business—Trade Execution." The charts below highlight our client base and business mix:


Total Clients		Transaction Fees by Type in 2010

Notes: Total Clients is defined as trading entities that executed a trade generating a transaction fee during the year. Transaction fees represented 73% of our total revenues for the year ended December 31, 2010.

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From 2006 to 2010, the average daily trading volume on our platform, calculated by counting one side of a transaction, grew from $37.5 billion in 2006 to $62.3 billion in 2010, representing a compound annual growth rate, or "CAGR," of 13.5%. In the first nine months of 2011, our average daily trading volume further grew to $83.9 billion, representing approximately 2% of the global FX average daily trading volume during the same time period. In July 2011, we experienced record trading volume of $140 billion in a single day resulting from increased trading across all our trading systems. In 2010, we generated $99.1 million in total revenues, $46.6 million of Adjusted EBITDA, $22.5 million of Adjusted Net Income and $21.2 million of net income, which have grown at CAGRs of 11.6%, 18.5%, 16.9% and 11.4%, respectively, since 2006. For the twelve months ended September 30, 2011, we generated $114.2 million in total revenues, $55.5 million of Adjusted EBITDA, $26.3 million of Adjusted Net Income and $23.4 million of net income. See "—Summary Historical Consolidated Financial and Operating Data" for definitions of Adjusted EBITDA and Adjusted Net Income and reconciliations to net income. For a discussion of our preliminary 2011 results of operations, see "—Recent Developments—Preliminary 2011 Results of Operations."

Our Industry

The global FX market is the largest and one of the fastest growing liquid markets in the world. Traders in this market include large banks, asset managers, hedge funds, central banks, broker-dealers, corporations, governments, other financial institutions and retail investors. According to the 2010 Triennial Central Bank Survey from the Bank for International Settlements, the average daily volume in the global FX market grew approximately 20% over the past three years, from approximately $3.3 trillion in 2007 to approximately $4.0 trillion in 2010. The chart below highlights trends in the average daily volume and product mix in the FX market from 2001 to 2010.

Source: 2010 Triennial Central Bank Survey from the Bank for International Settlements

We believe that the increase in average daily FX trading volumes from 2001 to 2010 can be attributed to various factors, including: the rising importance of foreign exchange as an asset class, the increased trading activity of hedge funds and high frequency traders during this period and the growth of electronic execution methods, which have lowered transaction costs, increased market liquidity and attracted greater participation from many types of clients. In addition, the trading volumes of mutual funds, insurance companies, pension funds and other asset managers grew during this period, in part, as a result of increasing international assets under management. Corporations also continue to actively manage their FX exposure as their businesses expand globally. According to Standard and Poor's, foreign sales accounted for more than 40% of total revenues for S&P 500 companies that reported

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foreign sales in 2010. While we believe the long-term growth drivers of the FX industry remain intact, based on our own experience, FX volumes have recently been, and are expected to continue to be, adversely affected due to the uncertainties resulting from the current Eurozone crisis.

According to the Aite Group, the electronic FX trading market accounts for over 65% of total global FX volumes. The benefits of electronic FX trading include lower processing costs, an increased ability to audit, enhanced price transparency and greater access to liquidity. Additionally, electronic execution of FX trades makes post-trade processing easier and less manual. For these reasons, we expect electronic trading of FX to grow faster than the FX market overall.

A large majority of FX contracts trade OTC as opposed to being traded on an exchange. The OTC market offers deep liquidity with greater flexibility to tailor transaction terms, including amounts, settlement dates and execution mechanisms to fit the commercial requirements of diverse participants. The OTC FX market is also operationally efficient, with an extensive infrastructure developed by the industry over many years to facilitate trade processing, settlement and risk management of large trading volumes.

FX is traded OTC in a number of ways, including through multibank systems, single bank platforms, ECNs and interdealer platforms. Multibank systems enable trading with a number of different banks and other market participants on the same platform, as opposed to single bank platforms which are sponsored by a single liquidity provider and generally require clients to trade with that liquidity provider. ECNs provide a central limit order book where participants may trade on bids and offers from other participants, as well as enter their own bids and offers for display to the participants, typically anonymously. Interdealer platforms enable liquidity providers to hedge trading positions with each other.

Our Competitive Strengths

We believe that our competitive strengths include the following:

•: Market leader in the large and fast-growing electronic FX market. We are a market leader in the largest, most liquid financial market in the world. We have been ranked as the top multibank and independent platform by Euromoney magazine for ten consecutive years and as best independent online FX trading system by Global Finance magazine every year since 2005. We believe that our deep pool of liquidity from a wide range of market participants creates a network effect that attracts more participants as it grows, leading to increased transaction fees.
•: Comprehensive suite of award winning FX products and execution and workflow management solutions. Our solutions cover the entire transaction cycle including pre-trade, trade and post-trade solutions. We deliver low-latency, resilient, software-as-a-service trading platforms and workflow solutions to cater to the comprehensive and diverse needs of over 1,000 institutional clients globally. Our range of relationship trading and active trading systems enable us to serve multiple market structures, including multibank, ECN and interdealer. Additionally, our white-labeled solutions allow us to serve the single bank market. We believe the quality and breadth of our products, execution services and trade workflow solutions are evidenced by the industry awards that we have received and our strong customer satisfaction.
•: Blue-chip and diversified institutional client base. As of September 30, 2011, our clients include 57 of the S&P Global 100, 130 of the Fortune 500, 52 of the top 100 European institutional asset managers, 27 of the top 100 U.S. institutional asset managers, six of the top ten hedge funds and all of the top 25 banks in the FX industry globally. Our diversification across institutional client categories helps increase the stability of our trading volumes and revenues. In addition, our broad buy-side distribution platform, spanning asset

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managers, corporate treasurers, active traders and market makers, provides us with unique insights into the FX market.

•: Embedded and scalable technology. Our platform is embedded in our clients' trading workflow and risk management controls, making it central to their FX trading processes. We design our proprietary systems to be deployable, scalable, flexible, fast and fault tolerant. The scalable nature of our technology allows us to add new clients in a cost-effective manner, and has facilitated our rapid growth with consistently strong Adjusted EBITDA margins, which have increased from 37% in 2006 to 47% in 2010.
•: Trusted independent FX platform. We believe our independence makes us a trustworthy partner for the institutional FX industry. Because we do not make markets, take positions or trade for our own account, clients trade FX on our platform and consult with us regarding their execution strategies with the knowledge that we will not take principal positions against them and can offer unbiased information. We believe that this independence allows us to be a preferred provider of FX trading technology, data and execution quality reports for institutional clients.
•: Proven and experienced management team. Since our inception, we have consistently been an innovator in the FX markets, introducing new functionality to our platform to meet the needs of institutional clients. Our management team consists of a number of seasoned executives who have been with us since our founding in 2000, as well as a number of respected executives with an average of 16 years of electronic trading industry experience. Our leadership team, led by Philip Z. Weisberg, has successfully built the leading independent electronic FX platform for institutional clients over the last 11 years.

Our Growth Strategies

We plan to enhance our competitive position by increasing our volumes and market share as well as broadening our product set.

•: Increase our FX trading volumes and market share. We expect our FX volumes to benefit from the growth in overall electronic FX volumes. Even though we are one of the largest institutional FX trading platforms, our current market share represents only 2% of the global FX average daily trading volume of approximately $4.0 trillion. We believe we are uniquely positioned to serve every major category of institutional clients and to capture greater trading volumes as more firms seek to increase the sophistication of their FX trading capabilities.
•: Grow and maximize our existing institutional client relationships. We believe that there are significant opportunities to cross-sell additional products to our existing clients. Embedding more of our services with our clients will enable us to capture a greater percentage of their volume tradable through our platform and will result in incremental user fees. In addition, we seek to expand our presence within current clients to business units that do not currently transact through us. We also see another large opportunity to grow our licensing of white-labeled technology to our many bank clients.
•: Expand our product offering. We intend to grow our business by offering our clients additional products and features that are complementary to our existing suite of products, such as FX options. We plan to cross sell these new capabilities to existing clients, as well as use them as competitive differentiators to attract new clients. These new products are expected to drive incremental trading volume through our systems, increasing and further diversifying our revenues.
•: Capitalize on opportunities related to regulatory reform. Approximately 99% of our trading volume consists of institutional FX spot, FX forwards and FX swaps transactions, which are

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generally exempt from regulation. Recent regulatory changes, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the "Dodd-Frank Act," will require the centralized clearing of FX NDFs and FX options as well as execution through a regulated entity, such as a swap execution facility, or "SEF." We believe that our investments in technology and market knowledge would facilitate our becoming a SEF. Accordingly, we believe that there is an opportunity to increase the products and services that we offer clients on our platform.

•: Pursue strategic alliances and acquisitions. We intend to selectively consider opportunities to grow through strategic alliances or acquisitions that are additive to our business. These opportunities may enhance our existing capabilities or enable us to enter new markets or provide new products or services, such as our acquisition of Lava Trading, Inc., or "LTI," in December 2009, which bolstered our active trading client base.

Risk Factors

We face risks in operating our business, including risks that may prevent us from achieving our business objectives or that may materially and adversely affect our business, financial condition and operating results. You should carefully consider the information under the caption "Risk Factors" beginning on page 13 of this prospectus in deciding whether to purchase common stock in this offering. Risks relating to our business include, among others:

•: Our revenues and profitability are influenced by FX trading volume and currency volatility, which are directly impacted by domestic and international market and economic conditions that are beyond our control.
•: We face significant competition. Many of our competitors and potential competitors have larger client bases, more established brand recognition and greater financial, marketing, technological and personnel resources than we do, which could put us at a competitive disadvantage.
•: System failures could cause interruptions in our services or decreases in the responsiveness of our services, which could harm our business.
•: Our computer infrastructure may be vulnerable to security breaches. Any such problems could jeopardize confidential information transmitted over the Internet, cause interruptions in our operations or give rise to liabilities to third parties.
•: We depend on our proprietary technology. Any disruption or corruption of our proprietary technology or our inability to keep pace with rapid technological changes in the electronic FX industry could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Recent Developments

Preliminary 2011 Results of Operations

Our consolidated financial data for the year ended December 31, 2011 presented below is preliminary, based upon our estimates and subject to the completion of our financial closing procedures and year-end audit. The data has been prepared by and is the responsibility of management. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary estimates listed below, and accordingly PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect to these data. This summary is not a comprehensive statement of our financial results for this period and our actual results may differ materially from these estimates due to the completion of

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our financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for this period are finalized.

The following are preliminary estimates of the financial metrics listed below for the year ended December 31, 2011:

GAAP

Revenues for the year ended December 31, 2011 are expected to be between $117.5 million and $118.5 million, an increase of 19% at the midpoint of the range as compared to $99.1 for the year ended December 31, 2010. The estimated increase in revenues is primarily related to an increase in transaction fees due to increased trading volumes. We experienced a decrease in total average daily trading volumes of approximately 7% in the fourth fiscal quarter of 2011 as compared to the prior quarter, including a 3% decline in relationship trading and a 20% decline in active trading. We believe this decrease was consistent with industry trends as a result of the Eurozone crisis, which has created uncertainty in the FX and more general trading environment. We expect these conditions to continue in the near term into 2012 pending additional certainty as to the resolution of the crisis. Our average daily volumes for relationship trading and active trading were $66.4 billion and $17.1 billion, respectively, for the year ended December 31, 2011. In 2011, we had total clients of 1,300, comprising 918 relationship trading buy-side clients, 88 relationship trading liquidity providers and 294 active trading participants. Our revenue performance and related trends both on a full year basis and within the fourth quarter were consistent with those noted herein under "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the nine months ended September 30, 2011.

Income before income tax provision for the year ended December 31, 2011 is expected to be between $42.0 million and $43.0 million as compared to $35.6 million for the year ended December 31, 2010. The estimated improvement in income before income tax provision is primarily due to the estimated increases in revenues, partially offset by higher estimated operating expenses due to higher salaries and benefits and depreciation expense to support the growth in our business and higher professional fees associated with our initial public offering. Operating expenses for the year ended December 31, 2011 are expected to be between $75.5 million and $76.5 million, an increase of 20% at the midpoint of the range as compared to $63.4 million for the year ended December 31, 2010. Our operating expenses and the factors driving those expenses are also consistent with the discussion herein under "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the nine months ended September 30, 2011.

Net income for the year ended December 31, 2011 is expected to be between $25.6 million and $26.4 million as compared to $21.2 million for the year ended December 31, 2010. The estimated improvement in net income is primarily due to the expected growth in income before income tax provision partially offset by an increase in our income tax provision, which includes the impact of a decrease in our effective statutory income tax rate.

Non-GAAP

Adjusted EBITDA for the year ended December 31, 2011 is expected to be between $57.3 million and $58.3 million as compared to $46.6 million for the year ended December 31, 2010. The estimated increase in Adjusted EBITDA is primarily due to the improvement in our income before tax provision described above, as well as increased adjustments due to higher depreciation and amortization related to the continued development of our trading platform and higher stock-based compensation due to additional awards granted in December 2010, which are accounted for under the graded vesting method.

Adjusted Net Income for the year ended December 31, 2011 is expected to be between $28.9 million and $29.7 million as compared to $22.5 million for the year ended December 31, 2010.

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The estimated increase in Adjusted Net Income is primarily due to the improvement in our net income described above, as well as an increased adjustment for stock-based compensation, net of tax, as discussed above.

We include Adjusted EBITDA and Adjusted Net Income in this prospectus for a number of reasons as described in "Summary Historical Consolidated Financial and Operating Data—Other Financial Data." Our use of Adjusted EBITDA and Adjusted Net Income has certain limitations because they do not reflect all items of income and expense that affect our operations; these and other limitations are described in "Summary Historical Consolidated Financial and Operating Data—Other Financial Data."

We have provided ranges, rather than specific amounts, for the preliminary results described above primarily because our financial closing procedures for the year ended December 31, 2011 are not yet complete and, as a result, we expect that our final results upon completion of our closing procedures may vary from the preliminary estimates within the ranges as described above. We expect to complete our closing procedures with respect to the year ended December 31, 2011 in February 2012.

Dividend

On January 24, 2012, our board of directors declared a pro rata dividend of $2.23 per share, or approximately $63.1 million in the aggregate, to record holders of our outstanding preferred stock and common stock as of that date. As required under the terms of our 2006 stock option plan, we will also make a dividend equivalent payment, as an anti-dilution measure, of $2.23 per share of common stock underlying each vested stock option to holders of outstanding vested stock options as of the record date, for an aggregate payment to these option holders of approximately $6.9 million. The dividend is conditioned upon the successful completion of this offering, and the Company expects to pay the dividend within approximately 30 days following such completion. In addition, the 2006 stock option plan requires us to adjust outstanding unvested stock options to prevent dilution of the holders' interests as a result of the foregoing dividend. We will therefore reduce the exercise price of each of the 1,421,475 unvested stock options outstanding as of the record date for the dividend by approximately 15.7% per share and increase the number of shares underlying such options by approximately 18.6%, so that following this adjustment there will be 1,685,632 shares underlying such outstanding unvested options, at a weighted average exercise price of $10.92 per share.

Share Grants to Employees

Upon the successful completion of this offering, we intend to grant 100 shares of our common stock to each of our employees, or 20,800 shares in the aggregate, and shares of our common stock amounting to $50,000 to each non-employee director. We also intend to grant approximately 425,000 stock options to our employees in connection with the completion of this offering, including 25,000 stock options to James F.X. Sullivan, in each case at an exercise price equal to the offering price.

Purchases Under Directed Share Program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the shares offered by this prospectus for sale to some of our directors, officers, employees and related persons. On February 8, 2012, Philip Z. Weisberg, our Chairman and Chief Executive Officer, purchased 18,000 shares of our common stock out of such reserved shares.

Our Corporate Information

Our predecessor business, FX Alliance, LLC, was formed in the State of Delaware in June 2000. Our business was reincorporated as FX Alliance Inc. in the State of Delaware in September 2006.

In connection with this offering, as required by the terms of our certificate of incorporation as currently in effect, we will convert all of our outstanding shares of preferred stock into 7,240,738 shares of common stock, on a one-for-one basis. This conversion will occur immediately prior to the pricing of the shares offered hereby.

Our principal executive offices are located at 909 Third Avenue, 10th Floor, New York, New York 10022. Our telephone number is (646) 268-9900. The address of our website is www.fxall.com. The information contained on our website does not constitute a part of this prospectus.

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The Offering


Common stock offered by the selling stockholders		5,200,000 shares
Option to purchase additional shares		780,000 shares from the selling stockholders.
Common stock outstanding immediately after this offering		28,315,437 shares.
Use of proceeds		We will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders.
Dividend policy		We have declared a dividend of $2.23 per share, representing an aggregate principal amount of $63.1 million, pro rata, to holders of record of our common and preferred stock on January 24, 2012, and a dividend equivalent payment, as an anti-dilution measure, of $6.9 million to holders of vested options to purchase our common stock. We currently expect to retain all available funds and any future earnings to fund the development and growth of our business and to repay any indebtedness that we may incur; therefore, we do not anticipate paying any cash dividends in the foreseeable future. Our ability to pay dividends on our common stock may be restricted by the terms of any of our future debt or preferred securities. For additional information, see "Dividend Policy."
Symbol for trading on the New York Stock Exchange		"FX"
Conflicts of interest		Affiliates of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, which are underwriters, are beneficial holders of our common stock and will sell shares of common stock in this offering (see "Principal and Selling Stockholders"). As a result, such affiliates will receive more than five percent of the net proceeds of this offering, as selling stockholders. Thus, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC have a "conflict of interest" under the applicable provisions of Rule 5121 of the Financial Industry Regulatory Authority, Inc., or FINRA. Accordingly, this offering will be made in compliance with the applicable provisions of FINRA Rule 5121, which requires that a "qualified independent underwriter," as defined by the FINRA rules, participate in the preparation of the prospectus and exercise the usual standards of due diligence in respect thereto. UBS Securities LLC is acting as the qualified independent underwriter. See "Conflicts of Interest."

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Unless otherwise indicated, all information in this prospectus relating to the number of shares of common stock to be outstanding immediately after this offering:

The following table provides a summary of our historical consolidated financial and operating data for the periods and as of the dates indicated. The summary historical consolidated statement of operations data presented below for the fiscal years ended December 31, 2010, 2009 and 2008 and selected balance sheet data presented below as of December 31, 2010 and 2009, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statement of operations data for the fiscal years ended December 31, 2007 and 2006 and the selected consolidated balance sheet data as of December 31, 2008 have been derived from our consolidated financial statements not included in this prospectus. The consolidated statement of operations data for the nine months ended September 30, 2011 and 2010 and consolidated balance sheet data as of September 30, 2011, have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of this data.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. This information should be read in conjunction with "Risk Factors," "Selected Historical Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes included elsewhere in this prospectus.

Investing in our common stock involves a number of risks. Before you purchase our common stock, you should carefully consider the risks described below and the other information contained in this prospectus, including our consolidated financial statements and accompanying notes. If any of the following risks actually occurs, our business, financial condition, results of operation or cash flows could be materially adversely affected. In any such case, the trading price of our common stock could decline, and you could lose all or part of your investment.

Our revenues and profitability are influenced by FX trading volume and currency volatility, which are directly impacted by domestic and international market and economic conditions that are beyond our control.

During the past few years, there has been significant disruption and volatility in the global financial markets. Many countries, including the United States, have recently experienced recessionary conditions. Our revenues are influenced by the general level of trading activity in the FX market. Our revenues and operating results may vary significantly from period to period due primarily to movements and trends in the world's currency markets and to fluctuations in trading levels. While we have generally experienced greater trading volume in periods of volatile currency markets, volatility may be associated with other market factors such as a decline in equity values, credit markets and liquidity, which lead to lower trading volumes. For example, we experienced a decrease in total average daily trading volumes of approximately 7% in the fourth fiscal quarter of 2011 as compared to the prior quarter, including a 3% decline in relationship trading and a 20% decline in active trading. We believe this decrease was consistent with industry trends as a result of the Eurozone crisis, which has created uncertainty in the FX and more general trading environment. We expect these conditions to continue in the near term into 2012 pending additional certainty as to the resolution of the crisis. See "—The current economic environment and uncertainty in the European Union could materially adversely affect our results of operations." In the event we experience lower levels of trading volume, our revenues and profitability will be negatively affected.

Like other financial services firms, our business and profitability are directly affected by elements that are beyond our control, such as economic and political conditions, broad trends in business and finance, changes in the volume of foreign currency transactions, changes in supply and demand for currencies, movements in currency exchange rates, changes in the level of global trade and investment, changes in the value of international assets under management, changes in the financial strength of market participants, legislative and regulatory changes, changes in the markets in which such transactions occur, changes in how such transactions are processed and other market disruptions. Any one or more of these factors, or other factors, may adversely affect our business and results of operations and cash flows. A weakness in equity markets, such as the recent economic slowdown, could result in reduced trading activity in the FX market and, therefore, could have a material adverse effect on our business, financial condition, results of operations and cash flows. As a result, period-to-period comparisons of our operating results may not be meaningful and our future operating results may be subject to significant fluctuations or declines.

The current economic environment and uncertainty in the European Union could materially adversely affect our results of operations.

The failure of the European Union to stabilize the fiscal condition and creditworthiness of its member economies, such as Greece, Portugal, Spain, Ireland, and Italy, could have significant implications on FX trading markets and on financial institutions, including many of our clients, particularly in the active trading business. Certain European Union member states have significant fiscal obligations, which has caused investor concern over such countries' ability to continue to service

their debt and foster economic growth. Currently, the European debt crisis has caused liquidity to be less abundant. A weaker European economy has caused and may continue to cause market participants to lose confidence in the safety and soundness of European financial institutions and the stability of European Union member economies, and may likewise affect other global institutions and the stability of the global financial markets.

Given our business is significantly dependent on the availability of liquidity on our platform and the willingness of financial institutions to trade with one another, such uncertainty and reductions in liquidity and trading could have a material impact on our business and volumes in future periods. For example, we experienced a decrease in total average daily trading volumes of approximately 7% in the fourth fiscal quarter of 2011 as compared to the prior quarter, including a 3% decline in relationship trading and a 20% decline in active trading. We believe this decrease was consistent with industry trends as a result of the Eurozone crisis, which has created uncertainty in the FX and more general trading environment. We expect these conditions to continue in the near term into 2012 pending additional certainty as to the resolution of the crisis.

In addition, the possible abandonment of the Euro currency by one or more members of the European Union could materially affect our business in the future. Despite measures taken by the European Union to provide funding to certain European Union member states in financial difficulties and by a number of European countries to stabilize their economies and reduce their debt burdens, it is possible that the Euro could be abandoned as a currency in the future by countries that have already adopted its use. This could lead to the re-introduction of individual currencies in one or more European Union member states, or in more extreme circumstances, the dissolution of the European Union. The effects on our business of a potential dissolution of the European Union, the exit of one or more European Union member states from the European Union or the abandonment of the Euro as a currency, are impossible to predict with certainty, and any such events could have a material adverse effect on our business, trading volumes and results of operations, particularly in the near term.

We face significant competition. Many of our competitors and potential competitors have larger client bases, more established brand recognition and greater financial, marketing, technological and personnel resources than we do, which could put us at a competitive disadvantage. In addition, certain of our existing bank stockholders (including certain affiliates of the underwriters) currently have investments in and may make future investments in FX platforms or similar businesses that compete with us.

We compete with single bank systems, other multibank, interdealer and ECN electronic trading platforms, telephone brokers and various other forms of competition. Furthermore, certain of our existing bank stockholders or their affiliates (including affiliates of certain of the underwriters), as is typical for a large number of major banks, already have their own single bank or other competing FX trading platforms and frequently invest in and acquire ownership interests in similar businesses and these businesses may compete with us. We compete in the market for FX trading based on our ability to provide a trading platform with deep liquidity, competitive prices and comprehensive pre-trade, trade and post-trade functionality, to retain our existing clients and to attract new clients. Certain of our competitors, particularly certain non-independent platforms, have larger client bases, more established name recognition, a greater market share in certain markets or client categories, and greater financial, marketing, technological and personnel resources than we do. These advantages may enable them, among other things, to:

We may not be able to compete effectively against these firms, particularly those with greater financial resources, and our failure to do so could materially and adversely affect our business, financial condition and results of operations and cash flows. In addition, our existing bank stockholders (including affiliates of certain of the underwriters) may decide to invest in or shift business to alternative trading platforms, which could have an adverse effect on our business.

Certain affiliates of our bank shareholders are underwriters of this offering, and certain affiliates of the underwriters of this offering are also selling stockholders and, therefore, have interests in this offering beyond customary underwriting discounts and commissions.

Each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, who are underwriters of this offering, is an affiliate of one of our bank shareholders. Certain affiliates of the underwriters of this offering are participating as selling stockholders in this offering. There may be a conflict of interest between their interests as selling stockholders (e.g., to maximize the value of their investment) and their respective interests as underwriters (e.g., in negotiating the initial public offering price) as well as your interest as a purchaser. As affiliates of participants in this offering that are seeking to realize the value of their investment in us, these underwriters could have interests beyond customary underwriting discounts and commissions. See "Conflicts of Interest."

System failures could cause interruptions in our services or decreases in the responsiveness of our services, which could harm our business.

Our ability to facilitate transactions successfully and provide high quality customer service depends on the efficient and uninterrupted operation of our computer and communications hardware and software systems. If our systems fail to perform as we expect, we could experience disruptions in our operations, prolonged trading outages, slower response times or decreased customer service and customer satisfaction. Our systems, including our data centers, also are vulnerable to damage or interruption from human error, natural disasters, fires, acts of terrorism, power loss, telecommunication failures, break-ins, security breaches, sabotage, computer viruses, intentional acts of vandalism and similar events. We do not have fully redundant capabilities. While we currently maintain a disaster recovery plan, which is intended to minimize service interruptions and secure data integrity, such plan may not work effectively during an emergency. In addition, system failures could take an extended period of time to remediate. Any system failure that causes an interruption in our services, decreases the responsiveness of our services or affects access to our platform and services could adversely impact our reputation, damage our brand name and materially adversely affect our business, financial condition and results of operations and cash flows.

Our computer infrastructure may be vulnerable to security breaches. Any such problems could jeopardize confidential information transmitted over the Internet, cause interruptions in our operations or give rise to liabilities to third parties.

In the course of our business, we receive, process, transmit and store confidential information. Our computer infrastructure is potentially vulnerable to physical or electronic computer break-ins, viruses and similar disruptive problems and security breaches. Any such problems or security breaches could give rise to liabilities to one or more third parties, including our clients, and disrupt our operations. A party able to circumvent our security measures could misappropriate proprietary information or client information, jeopardize the confidential nature of information we transmit over the Internet or cause interruptions in our operations. Concerns over the security of Internet transactions and the safeguarding of confidential personal information could also inhibit the use of our systems to conduct FX transactions. Security breaches could expose us to a risk of financial loss, litigation and other liabilities. Our current insurance policies may not protect us against all of such losses and liabilities. Even the perception of a security breach or inadvertent disclosure of confidential information could harm our reputation. Any of these events, particularly if they result in a loss of confidence in our services, could have a material adverse effect on our business, reputation, financial condition and results of operations and cash flows.

We depend on our proprietary technology. Any disruption or corruption of our proprietary technology or our inability to keep pace with rapid technological changes in the electronic FX industry could have a material adverse effect on our business, financial condition and results of operations and cash flows.

We rely on our proprietary technology to receive and properly process internal and external data and support trading on our electronic platform. Any disruption for any reason in the proper functioning, or any corruption, of our software or erroneous or corrupted data may cause us to make erroneous trades, not process trades accurately or promptly, accept clients from jurisdictions where we do not possess the proper licenses, authorizations or permits, or require us to suspend our services, any of which could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flows.

The FX markets in which we compete are characterized by rapidly changing technology, evolving industry standards and regulations, frequent product and service enhancements and introductions and changing customer demands, particularly as a result of the trend towards electronic trading platforms. In order to remain competitive, we need to continuously develop and redesign our proprietary technology. In doing so, there is an ongoing risk that failures may occur and result in service interruptions or other negative consequences, such as slower quote aggregation, slower trade execution, erroneous trades, or mistaken risk management information. If our platform fails to function as expected or experiences any significant downtime, it could cause us to issue credits or refunds to customers or adversely affect our retention rates, reputation and business.

Furthermore, if our competitors develop more advanced technologies, products or services, we may be required to devote substantial resources to the development, introduction and marketing of more advanced technologies, products and services to remain competitive. We may not be able to keep up with these rapid changes in the future on a timely and cost-effective basis, or at all, realize a return on amounts invested in developing new technologies, products and services, or gain market acceptance for any new technology, service or product enhancement and as such, may not remain competitive in the future, which may adversely affect our business, financial condition and results of operations.

The regulatory environment in which we operate is subject to continual change. Changes in the regulatory environment, including as a result of the Dodd-Frank Act, could have a material adverse effect on our business, financial condition and results of operations and cash flows.

The legislative and regulatory environment in which we operate has undergone significant changes recently, and there may be future regulatory changes in our industry. The financial services industry in general has been subject to increasing regulatory oversight in recent years. The governmental bodies and self-regulatory organizations that regulate our business have proposed and may consider additional legislative and regulatory initiatives and may adopt new or revised laws and regulations. As a result, in the future, we may become subject to new regulations that may affect the way in which we conduct our business and may make our business less profitable. Changes in the interpretation or enforcement of existing laws and regulations by those entities may also adversely affect our business.

Of significance, in July 2010, President Obama signed the Dodd-Frank Act into law. The Dodd-Frank Act introduces significant changes to financial regulation, including a wholesale change to the regulation of "swaps." The Dodd-Frank Act includes "foreign exchange swaps" and "foreign exchange forwards" in the definition of "swap" but allows the Treasury Secretary, after making certain findings, to exempt these products from the clearing requirements of the Dodd-Frank Act swap regulation. The Treasury Secretary has proposed such an exemption but has not yet finalized it. Even if the Treasury Secretary makes such an exemption, NDFs and FX options will both be considered swaps and will not qualify for the exemption.

The Dodd-Frank Act amended the Commodity Exchange Act, or "CEA," to mandate that if a swap is required to be cleared, it must be executed on a registered trading platform, such as a SEF or a designated contract market, or "DCM," unless no SEF or DCM makes the swap available to trade. The Dodd-Frank Act further outlines a comprehensive regulatory regime for SEFs. In January 2011, the CFTC proposed a rule that would require SEFs to, among other things, comply with significant self-regulatory duties. Registered SEFs will also be subject to capital requirements.

We believe that the NDFs that we currently offer and the FX options that we may offer would both likely be subject to the trade execution requirements of the Dodd-Frank Act. In order to preserve and extend our offering of NDFs and to expand our offering into FX options, we have invested in efforts to become a registered SEF and expect such expenditures, which may be significant, to continue. As of September 1, 2011, such efforts have included the engagement of legal outside counsel, the hiring of a Chief Regulatory Officer, attendance of meetings with the staff of the CFTC to better understand the requirements pertaining to becoming a SEF and the development of plans with respect to SEF compliance and surveillance requirements. However, there can be no assurance that we will ultimately register a SEF or be successful in registering. In addition, the costs of operating a SEF appear to be significant, though the exact costs are not yet known. Such costs could have a material impact on our future operating expenses, capital expenditures and cash flows. In addition, such efforts and the ongoing operations of the SEF would require significant time and resources from our management.

In addition, because it imposes significant regulation on swap market participants and swap trading, the Dodd-Frank Act may affect our customers' costs and use of FX products and, as a result, their use of our services. Depending on the final rulemakings, the Dodd-Frank Act may affect the structure, size, depth and liquidity of the FX markets generally. It may affect the prices and terms of FX products and may impact the ability of market participants to use FX products. These effects may adversely impact our ability to provide our services to our clients and could have an adverse effect on our business, results of operations and growth. Since the CFTC has not issued many of the final rulemakings under Title VII, including the rulemaking to further define the definition of a swap and rulemakings governing SEFs, it is difficult to predict all of the effects the Dodd-Frank Act may have on us.

We may be subject to client litigation, financial losses, regulatory sanctions and harm to our reputation as a result of employee misconduct or errors that are difficult to detect and deter.

There have been a number of highly publicized cases involving fraud or other misconduct by employees of financial services firms in recent years. Our employees could execute unauthorized transactions for our clients, carry out improper activities on behalf of clients or use confidential client or company information for personal or other improper purposes, as well as misrecord or otherwise try to hide improper activities from us.

Employee errors expose us to the risk of material losses until the errors are detected and the transactions are reversed. Further, such errors may be more likely to occur in the aftermath of any acquisitions during the integration of or migration from technological systems.

Misconduct by our employees or former employees could subject us to financial losses or regulatory sanctions and seriously harm our reputation. It may not be possible to deter or detect employee misconduct and the precautions we take to prevent and detect this activity may not be effective in all cases. Our employees may also commit good faith errors that could subject us to financial claims for negligence or otherwise, as well as regulatory actions.

Misconduct by employees of our clients can also expose us to claims for financial losses or regulatory proceedings when it is alleged that we or our employees knew or should have known that an employee of our client was not authorized to undertake certain transactions. Dissatisfied clients can make claims against us, including claims for negligence, fraud, unauthorized trading, failure to supervise, breach of fiduciary duty, employee errors, intentional misconduct, unauthorized transactions by associated persons and failures in the processing of transactions

Our risk management policies and procedures may not be effective and may leave us exposed to unidentified or unexpected risks.

Given that we do not act as a market maker, take principal positions for our own account, or clear trades that are facilitated through our platform, we do not have our own "know your customer," or "KYC," policies, controls and procedures in our dealings with customers and financial institutions. Therefore, we rely on our liquidity providers and prime brokers, which are counterparties to such FX trades, to perform their own KYC procedures on customers and accounts prior to trade execution. We have no control over such liquidity providers and prime brokers and do not monitor whether such procedures are performed adequately or at all. In addition, a significant number of our liquidity providers and prime brokers are located in jurisdictions outside the U.S. and the procedures performed by such foreign liquidity providers or prime brokers may be substantially different than those performed in the U.S., if they are performed at all. If such liquidity providers or prime brokers fail to adequately perform KYC procedures on customers that use our platform to execute FX trades, it could possibly expose us to reputational, legal and regulatory risks and could have a material adverse effect on our business and reputation.

In the current environment facing financial services firms, a firm's reputation is critically important. If our reputation is harmed, or the reputation of the online financial services industry as a whole or institutional FX industry is harmed, our business, financial condition and results of operations may be materially adversely affected.

Our ability to attract and retain clients and employees may be adversely affected if our reputation is damaged. If we fail, or appear to fail, to deal with issues that may give rise to reputation risk, our business prospects could be harmed. These issues include, but are not limited to, appropriately dealing with potential conflicts of interest (actual or perceived), legal and regulatory requirements, ethical issues, money laundering, privacy, client data protection, record-keeping, sales and trading practices, and the proper identification of the legal, credit, liquidity, operational and market risks

inherent in our business. Failure to appropriately address these issues could also give rise to additional legal risk to us, which could, in turn, increase the size and number of claims and damages asserted against us or subject us to regulatory enforcement actions, fines and penalties. Any such sanction would materially adversely affect our reputation, thereby reducing our ability to attract and retain clients and employees.

As an international business, we are exposed to local business risks in different countries, which could have a material adverse effect on our financial condition or results of operations.

We have several offices located outside the United States, including offices in London, United Kingdom; Zurich, Switzerland; Tokyo, Japan; the Republic of Singapore; Hong Kong, China; Mumbai, India and Sydney, Australia. In addition, we have clients located in many other countries. Our international operations are subject to risks inherent in doing business in foreign countries, including, but not necessarily limited to:

We may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner at each location where we do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our international operations and upon our financial condition and results of operations.

Since our services are available over the Internet in foreign countries and we have clients residing in foreign countries, foreign jurisdictions may require us to qualify to do business in their country. We are required to comply with the laws and regulations of each country in which we conduct business, including laws and regulations currently in place or which may be enacted related to Internet services available to the residents of each country from service providers located elsewhere.

Our operations in developing markets could expose us to political, economic and regulatory risks that are greater than those we may face in established markets. Further, our international operations require us to comply with a number of United States and international regulations.

For example, we must comply with the Foreign Corrupt Practices Act, or "FCPA," which prohibits companies or their agents and employees from providing anything of value to a foreign

official or agent thereof for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity or obtain any unfair advantage. We operate in some nations that have experienced significant levels of governmental corruption. Our employees, agents and contractors, including companies to which we outsource business operations, may take actions in violation of our policies and legal requirements. Such violations, even if prohibited by our policies and procedures, could have an adverse effect on our business and reputation. Any failure by us to ensure that our employees and agents comply with the FCPA and applicable laws and regulations in foreign jurisdictions could result in substantial civil and criminal penalties or restrictions on our ability to conduct business in certain foreign jurisdictions, and our results of operations and financial condition could be materially and adversely affected.

In addition, our ability to attract and retain clients may be adversely affected if the reputation of the online financial services industry as a whole or institutional FX industry is damaged. In recent years, a number of financial services firms have suffered significant damage to their reputations from highly publicized incidents that in turn resulted in significant and in some cases irreparable harm to their business. The perception of instability within the online financial services industry could materially adversely affect our ability to attract and retain clients.

Failure of third-party systems or third-party service and software providers upon which we rely could adversely affect our business.

We rely on certain third-party computer systems or third-party service and software providers, including data centers, technology platforms, back-office systems, Internet service providers and communications facilities. Any interruption in these third-party services, or deterioration in their performance or quality, could adversely affect our business. If our arrangement with any third party is terminated, we may not be able to find alternative systems or service providers on a timely basis or on commercially reasonable terms. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We host our platform and serve all of our customers from our network servers, which are located at various data center facilities in the U.S. Problems faced by our data center locations or with the telecommunications network providers with whom we may contract could adversely affect the experience of our customers. If our data centers are unable to keep up with our growing needs for capacity or close without adequate notice, this could have an adverse effect on our business. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our services could harm our reputation and adversely affect the performance of our platform. Interruptions in our services might reduce our transaction fees, cause us to issue credits or refunds to customers, subject us to potential liability or harm our retention rates.

We are dependent on third parties, such as banks and other liquidity providers, to support our trading platform.

As we only facilitate trading between market participants and do not execute or clear FX trades, we are dependent on third parties, such as banks and other liquidity providers, to provide the capital and liquidity to meet our customers' trading demands. If we experience a decrease in the pool of capital and liquidity accessible through our platform through a reduction in the number of our liquidity providers or the amount of capital they make available for FX trades, it could have a material adverse effect on our trading volumes and transaction fees.

We are subject to litigation risk, which could adversely affect our reputation, business, financial condition and results of operations and cash flows.

Many aspects of our business involve risks that expose us to liability under U.S. federal and state laws, as well as the rules and enforcement efforts of our regulators and self-regulatory organizations worldwide. These risks include, among others, client losses resulting from system delay or failure and client claims that we or our employees were responsible for executing unauthorized transactions or made materially false or misleading statements. We may also be subject to regulatory investigations and enforcement actions seeking to impose significant fines or other sanctions, which in turn could trigger civil litigation for our previous operations that may be deemed to have violated applicable rules and regulations in various jurisdictions.

The volume of claims and the amount of damages and fines claimed in litigation and regulatory proceedings against financial services firms have been increasing, particularly in the current environment of heightened scrutiny of such financial services firms. The amounts involved in the trades we execute, together with rapid price movements in our currency pairs, can result in potentially large damage claims in any litigation resulting from such trades. Dissatisfied clients may make claims against us regarding the quality of trade execution, improperly settled trades, mismanagement or even fraud, and these claims may increase as our business expands.

Even if we prevail in any litigation or enforcement proceedings against us, we could incur significant legal expenses defending against the claims, even those without merit. Moreover, because even claims without merit can damage our reputation or raise concerns among our clients, we may feel compelled to settle claims at significant cost. The initiation of any claim, proceeding or investigation against us, or an adverse resolution of any such matter could have a material adverse effect on our reputation, business, financial condition and results of operations and cash flows.

Computer-generated buy and sell programs and other technological advances and regulatory changes in the FX market may continue to tighten spreads on foreign currency transactions. Tighter spreads and increased competition could make the execution of trades and dealing in FX generally less profitable, which would adversely impact our access to liquidity, financial condition and results of operations.

We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business.

We rely on a combination of trademark, copyright, trade secret and fair business practice laws in the United States and other jurisdictions to protect our proprietary technology, intellectual property rights and our brand. For example, we currently own five issued patents. We also own a number of registered foreign trademarks and service marks. Our practice is to apply for patents with respect to our technology and seek trademark registration for our marks from time to time when management determines that it is competitively advantageous and cost effective for us to do so. In that regard, we have not registered all the marks that we use, and it is possible that a third party may have registered marks that we use. We also enter into confidentiality and invention assignment agreements with our employees and consultants, and confidentiality agreements with other third parties. We also rigorously control access to our proprietary technology.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. We cannot provide assurance that our means of protecting our rights will be adequate or that our competitors will not independently develop similar or superior technology. In addition, the confidentiality and invention assignment agreements that we require our employees, consultants and certain third parties to sign may not provide adequate or meaningful protection intellectual property in the event of any unauthorized

use, misappropriation or disclosure of such intellectual property. Furthermore, the laws of some foreign countries do not protect our proprietary rights to as great an extent as the laws of the United States. Our failure to protect adequately our intellectual property and proprietary rights could have a material adverse effect on our business, results of operations and financial condition. We may also face claims of infringement that could interfere with our ability to use technology that is material to our business operations.

In the future, we may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs and the diversion of resources and the attention of management, any of which could negatively affect our business.

Our cost structure is largely fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected.

Our cost structure is largely fixed due to our investments in fixed assets such as computer hardware, software, data centers, hosting facilities and other infrastructure to support our products and services. We base our cost structure on historical and expected levels of demand for our products and services and expected staffing levels. If demand for our products and services declines we may not be able to adjust our cost structure on a timely basis and our profitability may be materially adversely affected.

The loss of key personnel or the failure to affect additional key personnel could compromise our ability to effectively manage our business and pursue our growth strategy.

We rely on members of our senior management to execute our existing business plans and to identify and pursue new opportunities. Our Chief Executive Officer, Philip Z. Weisberg, has been our chief executive officer since our founding. Certain others on our management team have been with us since our founding and have significant experience in the FX industry. Our continued success is dependent upon the retention of these and other key executive officers and employees, as well as the services provided by our technology and programming specialists and a number of other key managerial, marketing, planning, financial, technical and operations personnel. The loss of such key personnel or the inability to attract new key personnel could have a material adverse effect on our business. In addition, our ability to grow our business is dependent, to a large degree, on our ability to attract and retain such employees.

The performance of our stock price may also affect our ability to attract and retain our key personnel, as various employees hold our common stock, are vested in stock options and will continue to become vested in additional stock options. These employees could be more likely to monetize their holdings and leave us if the trading price of our common stock significantly exceeds their investment in any shares they own or the exercise price of any options they hold. They could also be more likely to leave us if the trading price of our common stock drops significantly below the exercise price of the options they hold.

We intend to continue to grow through selectively considered acquisitions that are additive to our business. For example, in December 2009, we acquired LTI, a New York City-based provider of systems for foreign exchange trading and order management. We cannot predict whether we will be successful in pursuing these acquisitions or what the consequences of these acquisitions will be. Any acquisitions in the future may be subject to various conditions, such as compliance with antitrust regulatory requirements. We cannot be certain whether any of these conditions will be satisfied, the timing thereof, or the potential impact on us any such conditions may have.

Our acquisition strategy involves numerous other risks, including risks associated with:

We cannot be certain that we will be able to successfully integrate any acquisitions or manage the resulting business effectively, or that any acquisition will achieve the benefits that we anticipate. In addition, we are not certain that we will be able to make acquisitions at favorable prices or on favorable terms. Depending upon the nature, size and timing of potential future acquisitions, we may be required to raise additional financing in order to consummate additional acquisitions. Any debt agreements we may enter into may not permit us to consummate an acquisition or access the necessary additional financing because of certain covenant restrictions. Additional financing may not be available to us or, if available, that financing may not be on terms acceptable to our management. If our acquisition strategy is not successful, our financial condition, results of operations, cash flows and growth may be materially and adversely affected.

From time to time, we may offer new products and services complementary to our existing suite of products. For example, we are currently developing services for FX options. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets for such products are not fully developed. In developing and marketing new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new product or service. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on our business, results of operations and financial condition.

If we are unable to effectively compete in emerging international markets, either directly or through joint ventures with local firms, the future growth of our business may be adversely affected.

We regard emerging international markets as an important area of our future growth. Due to cultural, regulatory and other factors relevant to those markets, however, we may be at a competitive disadvantage in those regions relative to local firms or to international firms that have a well established local presence. Expanding our business in emerging markets is an important part of our growth strategy. We face significant risks in doing business in international markets, particularly in developing regions. These business, legal and tax risks include, but are not limited to:

In addition, in order to be competitive in these local markets, or in some cases because of restrictions on the ability of foreign firms to conduct business locally, we may seek to operate through joint ventures with local firms. Doing business through joint ventures may limit our ability to control the conduct of the business and could expose us to reputational and greater operational risks. Furthermore, given the intense competition from other international firms that are also seeking to enter and grow in these emerging foreign markets, we may have difficulty finding suitable local firms willing to enter into the types of relationships with us that we may need to gain access to these markets.

Our operations in certain developing regions may be subject to the risks associated with politically unstable and less economically developed regions of the world. Trading in the currencies of these developing regions may expose our clients and the third parties with whom we interact to sudden and significant financial loss as a result of exceptionally volatile and unpredictable price movements and could negatively impact our business.

Our operations in some emerging markets may be subject to the political, legal and economic risks associated with politically unstable and less economically developed regions of the world, including the risks of war, insurgency, terrorism and government appropriation. For example, we do business in countries whose currencies may be less stable than those in our primary markets. Currency instability or government imposition of currency restrictions in these countries could impede our operations in the FX markets in these countries. In addition, emerging markets may be subject to exceptionally volatile and unpredictable price movements that can expose clients and brokers to sudden and significant financial loss. Trading in these markets may be less liquid, market participants may be less well capitalized and market oversight may be less extensive, all of which could increase trading risk. Substantial trading losses by clients or client or counterparty defaults, or the prospect of them, in turn, could drive down trading volume in these markets.

Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock has been determined through negotiations between us and the underwriters, and market conditions, and may not be indicative of the market price of our common stock after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on the New York Stock Exchange or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or

is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, many of which we cannot control, including those described under "—Risks Related to Our Business" and the following:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in the financial services industry. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs, and our resources and the attention of management could be diverted from our business.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, we will have 28,315,437 shares of common stock outstanding. The shares of common stock offered in this offering will be freely tradable without restriction under the Securities Act of 1933, as amended, or the "Securities Act," except for any shares of our common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We, each of our officers and directors, the selling stockholders and certain other security holders have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any of the shares of common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus (subject to extension in certain circumstances), except, in our case, for the issuance of common stock upon exercise of options under existing option plans. Merrill Lynch,

Pierce, Fenner & Smith Incorporated, and Goldman, Sachs & Co. may, in their sole discretion, release any of these shares from these restrictions at any time without notice. See "Underwriting."

All of our shares of common stock outstanding as of the date of this prospectus may be sold in the public market by existing stockholders 180 days after the date of this prospectus (subject to extension in certain circumstances), subject to applicable volume and other limitations imposed under federal securities laws. See "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling shares of our common stock after this offering.

After this offering, subject to any lock-up restrictions described above with respect to certain holders, holders of approximately 23,094,637 shares of our common stock (assuming no exercise by the underwriters of their option to purchase additional shares from selling stockholders) will have the right to require us to register the sales of their shares under the Securities Act, under the terms of an agreement between us and the holders of these securities.

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock.

As a public company, we will become subject to additional financial and other reporting and corporate governance requirements that may be difficult for us to satisfy and may divert management's attention from our business.

As a public company, we will be required to file annual and quarterly reports and other information pursuant to the Securities Exchange Act of 1934, as amended, or the "Exchange Act," with the SEC. We will be required to ensure that we have the ability to prepare financial statements that comply with SEC reporting requirements on a timely basis. We will also be subject to other reporting and corporate governance requirements, including the applicable stock exchange listing standards and certain provisions of the Sarbanes-Oxley Act of 2002, or the "Sarbanes-Oxley Act," and the regulations promulgated thereunder, which impose significant compliance obligations upon us. Specifically, we will be required to:

As a public company, we will be required to commit significant resources and management time and attention to the above-listed requirements, which will cause us to incur significant costs and which may place a strain on our systems and resources. As a result, our management's attention might be diverted from other business concerns. In addition, we might not be successful in implementing these requirements. The cost of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses

to be higher than they would be if we remained a privately held company. Our management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations.

In addition, the Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, significant resources and management oversight will be required. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur certain additional annual expenses related to these activities and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses.

Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may make the acquisition of the Company more difficult without the approval of our board of directors. These provisions:

These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of the Company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. For a further discussion of these and other such anti-takeover provisions, see "Description of Capital Stock—Anti-takeover Effects of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws."

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of the Company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

The continued operation and expansion of our business will require substantial funding. Accordingly, except for the payment of a dividend in the aggregate principal amount of $63.1 million, pro rata, to holders of our common and preferred stock, and a dividend equivalent payment, as an anti-dilution measure, of $6.9 million to holders of vested options to purchase our common stock, in each case, payable to holders of record, as of January 24, 2012, upon the consummation of this offering, we do not anticipate that we will pay any cash dividends on shares of our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, including any potential indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

We may be restricted from paying cash dividends on our common stock in the future.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments on our common stock. The amounts available to us to pay cash dividends may be restricted by law, regulation, or any debt agreements entered into by us or our subsidiaries. We cannot assure you that the agreements governing any future indebtedness of us or our subsidiaries, or applicable laws or regulations, will permit us to pay dividends on our common stock or otherwise adhere to any dividend policy we may adopt in the future.

Failure to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements and harm our operating results. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on effectiveness of our internal controls. Testing and maintaining internal controls may divert our management's attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue a favorable assessment. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our stock.

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "forecast," "outlook," "potential," "project," "plan," "intend," "seek," "believe," "may," "will," "should," "can have," "likely," the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenues, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders, including any shares sold by the selling stockholders in connection with the exercise of the underwriters' option to purchase additional shares.

We have declared a dividend of $2.23 per share, representing an aggregate principal amount of $63.1 million, pro rata, to holders of record of our common and preferred stock as of January 24, 2012, as a return on their capital, and a dividend equivalent payment, as an anti-dilution measure, of $6.9 million to holders of vested options to purchase our common stock, which the board of directors, based on discussions held with Company's management, has determined are in the best interests of our stockholders and optionholders. Such dividend is conditioned upon completion of this offering and will not benefit any investors purchasing any shares in this offering. Thereafter, we currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and therefore we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our common stock will be limited by restrictions on the ability of our subsidiaries and us to pay dividends or make distributions to us under the terms of any future agreements governing our indebtedness. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with covenants in future agreements governing our indebtedness, and will depend upon our results of operations, financial condition, capital requirements and other factors that our board of directors deems relevant.

The following table sets forth our cash and cash equivalents, investments available for sale and our capitalization as of September 30, 2011 on:

You should read the following table in conjunction with the sections entitled "Selected Historical Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

Dilution represents the difference between the amount per share paid by investors in this offering and the pro forma net tangible book value per share of our common stock immediately after this offering. Net tangible book value per share as of September 30, 2011 represented the amount of our total tangible assets less the amount of our total liabilities, divided by the number of shares of common stock outstanding at September 30, 2011. Our net tangible book value as of September 30, 2011 based on 21.1 million shares of our common stock outstanding was $71.3 million, or $3.39 per share of common stock. Our pro forma net tangible book value as of September 30, 2011, based on 28.3 million shares of our common stock outstanding, after giving effect to the conversion of our outstanding preferred stock on a one-for-one basis, was $107.0 million, or $3.78 per share of common stock, excluding proceeds from this offering.

The initial public offering price of $12.00, is greater than the $0, $1.67, and $6.08 per share weighted average price paid by our officers, directors and other persons known by us to beneficially own 5% or more of our outstanding common stock, respectively.

The Company will not receive any proceeds from the sale of shares of our common stock by the selling stockholders, including any shares sold by the selling stockholders in connection with the exercise of the underwriters' option to purchase additional shares. Therefore, the pro forma net tangible book value as of September 30, 2011 will be $3.78 per share after the sale of shares of our common stock by the selling stockholders. This represents an immediate dilution to new investors in this offering of $8.22 per share.

The following table illustrates this pro forma per share dilution in net tangible book value to new investors.

The following table summarizes as of September 30, 2011, on an as adjusted basis, the number of shares of common stock acquired, the total consideration paid and the average price per share paid by existing stockholders and by new investors, based upon the initial public offering price of $12.00 per share and before deducting estimated underwriting discounts and commissions and offering expenses:

Except as otherwise indicated, the discussion and tables above assume no exercise of the underwriters' option to purchase additional shares and no exercise of any outstanding options. If the underwriters' option to purchase additional shares is exercised in full, our existing stockholders would own approximately 79% and our new investors would own approximately 21% of the total number of shares of our common stock outstanding after this offering. If the underwriters exercise their option to purchase additional shares in full, the pro forma net tangible book value per share after this offering would not change, and the dilution in the pro forma net tangible book value per share to new investors in this offering would be $8.22 per share.

The tables and calculations above are based on 28.3 million shares of common stock outstanding as of September 30, 2011, which gives effect to the conversion of our outstanding preferred stock into common stock on a one-for-one basis and the issuance of 100 common shares to each of our employees that will occur in connection with this offering. This number excludes, as of September 30, 2011, an aggregate of 5.0 million shares of common stock reserved for issuance under our equity incentive plan that we intend to adopt in connection with this offering.

To the extent that any outstanding options are exercised, new investors will experience further dilution. As of September 30, 2011, approximately 5.1 million shares of common stock were issuable upon the exercise of outstanding options at a weighted-average exercise price of $11.00 per share (after the adjustment for the dividend equivalents on unvested options). If all of our outstanding options had been exercised as of September 30, 2011, our pro forma net tangible book value as of September 30, 2011 would have been approximately $163.0 million or $4.88 per share of our common stock, and the pro forma net tangible book value after giving effect to this offering would have been $4.88 per share, representing dilution in our pro forma net tangible book value per share to new investors of $7.12.

The following table provides selected historical consolidated financial and operating data for the periods and as of the dates indicated. We derived the consolidated statements of operations data for the fiscal years ended December 31, 2010, 2009 and 2008 and selected consolidated balance sheet data as of December 31, 2010 and 2009 from our audited consolidated financial statements included elsewhere in this prospectus. The selected statement of operations data for the fiscal years ended December 31, 2007 and 2006 and the selected consolidated balance sheet data as of December 31, 2008, 2007 and 2006 have been derived from our consolidated financial statements not included in this prospectus. We derived the consolidated statements of operations data for the nine months ended September 30, 2011 and 2010 and the selected balance sheet data as of September 30, 2011, from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of this data.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. This information should be read in conjunction with "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes included elsewhere in this prospectus.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with "Selected Historical Consolidated Financial Data" and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the sections entitled "Risk Factors" and "Forward-Looking Statements." References to "fiscal year" or "fiscal" refer to our fiscal year ending on December 31 in each calendar year.

We are the leading independent global provider of electronic FX trading solutions to over 1,000 institutions globally. We provide institutional clients with 24-hour direct access, five days per week, to the FX market, which is the world's largest and most liquid financial market. Our proprietary technology platform enables us to deliver efficient and reliable FX price discovery, trade execution and pre-trade and post-trade automated workflow services for more than 400 currency pairs with access to a deep pool of liquidity from the world's leading banks and other liquidity providers.

Our comprehensive suite of electronic FX trading products includes FX spot, FX forwards, FX swaps and NDFs. In addition to our core electronic FX trading solutions, our platform supports the OTC trading of gold and silver on a spot, forward or swap basis and provides access to bank deposits. We offer single point access to multiple execution mechanisms, including collaborative trading, request for stream, continuous streaming prices, an anonymous ECN as well as execution mechanisms proprietary to specific liquidity providers. Our platform also supports advanced order types, such as limit, pegged, stop, and variable time weighted-average price, or "TWAP," orders. In addition to facilitating our clients' FX transactions, we also license our technology for distribution under our clients' brands, which we refer to as white-labeled enterprise solutions.

The majority of our revenues are derived from transaction fees, which are generally calculated based on the notional value of trades executed on our platform. We derive these transaction fees from our clients' use of relationship trading and active trading systems. Relationship trading revenues include fees related to our multi-dealer request for stream and collaborative trading systems and money market trading, which are used primarily by clients such as corporations and asset managers to hedge commercial risk and facilitate foreign currency payments in the ordinary course of their business. Active trading revenues include fees related to our ECN platform (Order Book), and our multi-dealer continuous stream platform (Bank Stream), which are used primarily by banks, broker-dealers, hedge funds, prime brokers and other market participants who trade currencies as a central activity or profit center. For more information related to relationship trading and active trading, see "Business—Trade Execution."

Transaction fees are expressed as a rate per million dollars of trading volume. Transaction fee revenues are calculated by multiplying the average rate per million times the volume that is transacted on our platform. Because transaction fees are generally subject to tiered pricing based on volume, average transaction fees per million for a customer decline as their volumes grow. Therefore, if volume increases, we would expect a decrease in average transaction fees per million.

We also generate revenues through user, settlement, and license fees. These fees include charges to clients for support with and access to our platform, to execute post-trade messaging for transaction settlement, to license our systems for their internal or external use on a white-labeled basis, for access to premium transaction summary reports, for connectivity charges we incur on behalf of customers, and other administrative fees. User, settlement, and license fees are generally variable based on the number of users with billable system access and the number of transactions processed using Settlement Center. Customers use our Settlement Center to manage post-trade messaging with a network of approximately 340 bank settlement counterparties, custodians and prime brokers. These fees are generally recurring fees invoiced monthly, with a small portion of one-time integration fees.

We believe that there are two key variables that impact the revenues earned by us:

Volume is a function of the number of clients and the frequency that they transact on our platform. The table below sets forth our trading volume, trading days and average daily volumes for the nine months ended September 30, 2011 and 2010 and for the years ended December 31, 2010, 2009, 2008, 2007 and 2006:

We experienced a decrease in total average daily trading volumes of approximately 7% in the fourth fiscal quarter of 2011 as compared to the prior quarter, including a 3% decline in relationship trading and a 20% decline in active trading. We believe this decrease was consistent with industry trends as a result of the Eurozone crisis, which has created uncertainty in the FX and more general trading environment. We expect these conditions to continue in the near term into 2012 pending additional certainty as to the resolution of the crisis. See "Risk Factors—The current economic environment and uncertainty in the European Union could materially adversely affect our results of operations in the future."

Transaction fees are tied directly to the volume of trading on our platform and, accordingly, to global FX trading volumes. The global FX market is the largest and one of the fastest growing liquid

markets in the world. The average daily volume in the global FX market grew approximately 20% over the past three years, from approximately $3.3 trillion in 2007 to approximately $4.0 trillion in 2010.

We believe that the increase in average daily FX trading volumes from 2001 to 2010 can be attributed to various factors, including: the rising importance of FX as an asset class, the increased trading activity of hedge funds and high frequency traders during this period and the growth of electronic execution methods, which have lowered transaction costs, increased market liquidity and attracted greater participation from many customer types. In addition, the trading volumes of mutual funds, insurance companies, pension funds, and other asset managers grew during this period as a result of increasing assets under management invested internationally. Corporations continue to actively manage their FX exposure in increasingly sophisticated ways as their businesses expand globally. According to Standard and Poor's, foreign sales accounted for 40% of total revenues for S&P 500 companies that reported foreign sales in 2010. While we believe the long-term growth drivers of the FX industry remain intact, based on our own experience, FX volumes have recently been, and are expected to continue to be, adversely affected due to the uncertainties resulting from the current Eurozone crisis. In order to increase customer trading volume, we focus our marketing and our customer service and education activities on attracting new customers, and on increasing overall customer trading activity.

The amount of transaction fees reflects a blended average of our pricing at various tiers across our products, The following table sets forth our average transaction fee per million of notional amount for the nine months ended September 30, 2011 and 2010 and for the years ended December 31, 2010, 2009, 2008, 2007 and 2006.

User, settlement, and license fees are generally variable based on the number of billable users with system access and the number of post-trade messages generated using Settlement Center. For the year ended December 31, 2010, of the total revenues generated by this category, user fees accounted for approximately 60%, settlement fees accounted for approximately 15% and license and other fees accounted for approximately 25%.

The following discussion sets forth certain components of our statements of operations as well as factors that impact those items.

The majority of our revenues are derived from transaction fees, which are divided into transaction fees—relationship trading and transaction fees—active trading. In addition, we generate revenues from user, settlement and license fees, as well as interest and other income.

Transaction fees—relationship trading. Transaction fees—relationship trading includes transaction fees related to our multi-dealer request for stream and collaborative trading systems and money market trading, which are used primarily by clients such as corporations and asset managers. Transaction fees—relationship trading are paid by the liquidity provider. Relationship trading systems support trading in FX spot, FX forwards (including non-deliverable forwards) and FX swaps. Average

transaction fees per million are higher for FX spot and FX forward transactions and lower for FX swap transactions. The average transaction fee per million on relationship trading systems is influenced by the mix of FX spot, FX forwards and FX swaps, as well as by our standardized tiered volume pricing model.

Transaction fees—active trading. Transaction fees—active trading include transaction fees related to our ECN platform (Order Book) and our multi-dealer continuous stream (Bank Stream) platform, which are used primarily by banks, broker-dealers, hedge funds, prime brokers and other market participants. Transaction fees—active trading are generally paid by both parties to each transaction. Active trading systems currently support trading of FX spot only. The average fee per million for active trading is higher than the average fee per million for relationship trading primarily for two reasons: first, both parties to each active trading transaction generally pay a transaction fee, and second, relationship trading includes FX swap transactions, which have lower fees per million than FX spot transactions.

User, settlement, and license fees. User, settlement, and license fees include charges to customers to access our platform, to execute post-trade messaging for transaction settlement, to license our systems for their internal or external use on a white-labeled basis, for access to premium transaction summary reports, for connectivity charges we incur on behalf of customers, and other administrative fees. A small portion of these fees relates to one-time integration, but the majority are recurring fees invoiced monthly.

Interest and other income. Interest and other income includes interest and dividend income on our cash and cash equivalents and our investments available-for-sale (which are generally amounts invested in a short-term investment-grade bond mutual fund), as well as gains and losses on transactions denominated in foreign currencies.

Salaries and benefits. Salaries and benefits are our most significant expense and include employee salaries, non-stock-based incentive compensation, stock-based compensation, employee benefits, payroll taxes, recruiting costs and other related employee costs. These expenses generally increase as we add staff to support growth in customers and volumes and to develop and support additional systems. We have capitalized employee compensation and benefits and consultant costs related to software development of $6.8 million and $5.2 million for each of the nine month periods ended September 30, 2011 and 2010, respectively, and $7.4 million, $4.9 million and $6.3 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Technology. Technology expenses consist primarily of costs relating to maintenance of hardware and software, data center hosting costs and data communications provided by outside vendors. These expenses are affected primarily by the amount of hardware used by the Company, use of third-party software, growth of trading volume, our network capacity requirements and by changes in the number of telecommunication hubs and connections, which provide our customers with direct access to our electronic trading platform.

General and administrative. General and administrative expenses consist primarily of occupancy costs related to leased property, travel and entertainment expenses, provision for doubtful accounts, and other corporate and administrative expenses that support our operations.

Marketing. Marketing expenses consist primarily of costs associated with attending or exhibiting at industry conferences and conventions; electronic media, print and other advertising costs to promote our products and services; and corporate communications.

Professional fees. Professional fees consist primarily of fees for legal and accounting services and other professional advisors.

Depreciation and amortization. We depreciate our computer hardware and related software, office hardware and furniture and fixtures and amortize our capitalized software development costs on a straight line basis over three to ten years. We amortize leasehold improvements on a straight-line basis over the lesser of the life of the improvement or the term of the lease. Intangible assets with definite lives, including purchased technologies, customer relationships and other intangible assets, are amortized over their estimated useful lives, ranging from two to fifteen years.

We expect our operating expenses to increase when we become a public company after this offering. We expect our accounting, legal and personnel-related expenses and directors' and officers' insurance costs to increase as we establish more comprehensive compliance and governance functions, maintain and review internal controls over financial reporting in accordance with the Sarbanes-Oxley Act and prepare and distribute periodic reports, as required by the rules and regulations of the SEC.

We are accreting the initial value of our Series A Preferred Stock to its estimated redemption value using the effective interest method through August 2012. The accretion amounts are recorded as a reduction to retained earnings. In addition, the holders of our preferred stock are entitled to participate with common stockholders in the distribution of earnings through dividends. Both of these items are reflected in our statements of operations as a reduction in net income attributable to common stockholders. All outstanding shares of preferred stock will convert to common stock on a one-for-one basis upon the consummation of this offering.

On December 31, 2009, in keeping with our business strategy to selectively consider opportunities to grow our business through strategic acquisitions that can potentially enhance our capabilities or enable us to enter new markets or provide new products or services, we acquired all of the outstanding capital stock of LTI, a New York City-based provider of systems for foreign exchange trading and order management, from Citigroup Financial Products Inc., or the "LTI Acquisition." The LTI Acquisition expanded our active trading client base, broadened our product capabilities, including our white-labeled order management product, and added experienced technical, sales and services staff with expertise in institutional FX trading systems. The LTI acquisition added 77 clients and contributed $13.5 million to 2010 reported revenues.

The aggregate consideration for the LTI Acquisition, which was determined based upon the value of the underlying assets being acquired and as a result of arms-length negotiations with Citigroup Financial Products Inc., an entity affiliated with one of our current stockholders, was $7.4 million in cash. The transaction also included a contingent return, or claw-back provision, that was estimated at $2.3 million at the time of closing and was based on the revenues earned from LTI customers on our platform post-closing. The seller paid the claw-back amount of $2.3 million to the Company in June 2011. Because the actual claw-back equaled the amount estimated at the time of the acquisition, this payment did not result in a gain or loss.

We accounted for the LTI Acquisition using the purchase method of accounting. As a result, the purchase price for the LTI Acquisition was allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values as of the date of the LTI Acquisition. The excess of the purchase price over the fair value of assets and liabilities was assigned to goodwill, which is not amortized for accounting purposes, but is subject to testing for impairment at least

annually. The application of purchase accounting resulted in an increase in depreciation and amortization expense in the periods subsequent to the LTI Acquisition relating to our acquired assets.

The table below sets forth our historical consolidated results of operations in thousands of dollars and as a percentage of total revenues for the nine months ended September 30, 2011 and 2010, and for the years ended December 31, 2010, 2009 and 2008:

		Nine Months Ended September 30,				Years Ended December 31,

		2011		2010		2010		2009		2008		2007		2006
		(in thousands)
Consolidated Statements of Operations Data:
Revenues
Transaction fees—relationship trading		$	46,905	$	37,579	$	51,222	$	44,232	$	55,820	$	55,436	$	41,764
Transaction fees—active trading			21,036		16,250		21,350		4,450		2,948		2,347		3,095
User, settlement, and license fees			20,711		19,513		26,336		23,835		22,262		19,473		17,309
Interest and other income			40		181		157		405		1,223		2,157		1,612

	Total revenues		88,692		73,523		99,065		72,922		82,253		79,413		63,780

Operating Expenses
Salaries and benefits			37,033		28,461		38,869		27,711		30,608		32,770		28,425
Technology			4,937		5,601		7,068		4,820		5,880		6,517		6,351
General and administrative			4,707		4,231		6,107		4,319		5,473		4,681		4,927
Marketing			1,008		855		1,063		1,018		1,139		1,635		875
Professional fees			1,701		1,028		1,565		1,387		1,042		910		1,838
Depreciation and amortization			7,365		6,351		8,749		7,599		6,820		5,681		4,802

	Total operating expenses		56,751		46,527		63,421		46,854		50,962		52,194		47,218

Income before income tax provision			31,941		26,996		35,644		26,068		31,291		27,219		16,562
Income tax provision			13,640		10,972		14,486		11,125		14,497		11,097		2,802

Net income		$	18,301	$	16,024	$	21,158	$	14,943	$	16,794	$	16,122	$	13,760
Accretion and allocated earnings of preferred stock			8,756		7,885		10,506		8,571		8,754		8,269		5,190

Net income allocated to common stockholders		$	9,545	$	8,139	$	10,652	$	6,372	$	8,040	$	7,853	$	8,570

		Nine Months Ended September 30,				Years Ended December 31,

		2011		2010		2010		2009		2008		2007		2006
Earnings per common share:
	Basic	$	0.45	$	0.39	$	0.50	$	0.30	$	0.39	$	0.38	$	0.41
	Diluted		0.44		0.38		0.50		0.30		0.38		0.37		0.40
Weighted-average common shares outstanding:
	Basic		21,047,049		21,136,703		21,133,143		21,136,703		20,765,202		20,849,697		20,728,884
	Diluted		21,623,061		21,355,767		21,383,487		21,244,983		21,407,096		21,367,672		21,616,266
Pro forma earnings per common share (unaudited):(1)
	Basic	$	0.64			$	0.74
	Diluted		0.63				0.73
Pro forma weighted-average common shares outstanding (unaudited):(1)
	Basic		28,308,587				28,394,681
	Diluted		28,884,599				28,645,025

			As of December 31,

	As of September 30, 2011		As of December 31,
	As of September 30, 2011		2010		2009		2008
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	117,010	$	96,682	$	78,742	$	67,371
Investments available for sale		7,043		6,937		6,587		5,769
Total assets		203,047		178,130		150,736		129,614
Total current liabilities		20,200		18,090		16,002		12,824
Redeemable convertible preferred stock		105,568		100,096		93,239		86,852
Total liabilities, redeemable convertible preferred stock and stockholders' equity		203,047		178,130		150,736		129,614

	Nine Months Ended September 30,				Years Ended December 31,

	2011		2010		2010		2009		2008		2007		2006
	(in thousands, unaudited)
Other Financial Data:
Adjusted EBITDA(2)	$	43,582	$	34,719	$	46,613	$	35,635	$	40,570	$	36,647	$	23,609
Adjusted Net Income(2)		20,754		16,875		22,468		16,280		18,880		19,619		12,045

			Nine Months Ended September 30,				Years Ended December 31,

			2011		2010		2010		2009		2008		2007		2006
Key Operating Metrics:
Total Trading Volume (in millions)(3)
	Relationship trading		$	12,905,207	$	9,468,099	$	13,084,010	$	10,907,697	$	14,048,001	$	12,848,381	$	9,467,786
	Active trading			3,364,555		2,262,540		2,984,526		601,104		386,459		204,698		166,697

		Total	$	16,269,762	$	11,730,639	$	16,068,536	$	11,508,801	$	14,434,460	$	13,053,079	$	9,634,483
Trading Days (4)				194		193		258		258		259		258		257
Average Daily Volume (in millions)
	Relationship trading		$	66,522	$	49,058	$	50,713	$	42,278	$	54,240	$	49,800	$	36,840
	Active trading			17,343		11,723		11,568		2,330		1,492		793		648

		Total	$	83,865	$	60,781	$	62,281	$	44,608	$	55,732	$	50,593	$	37,488
Average Transaction Fee per Million
	Relationship trading		$	3.63	$	3.97	$	3.91	$	4.05	$	3.97	$	4.31	$	4.41
	Active trading			6.25		7.18		7.15		7.40		7.63		11.47		18.57
		Total	$	4.17	$	4.59	$	4.51	$	4.22	$	4.07	$	4.42	$	4.66

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				September 30, 2011

				Actual		Pro Forma As Adjusted
				(unaudited)
				(in thousands)
Cash and cash equivalents				$	117,010	$	46,992
Investments available for sale				$	7,043	$	7,043
Total debt				$	—	$	—
Redeemable Convertible Series A preferred stock, $0.0001 par value, 7,240,738 authorized, issued and outstanding, actual; no shares authorized, issued and outstanding, on an as adjusted basis					105,568		—
Stockholders' Equity:
	Common stock, $0.0001 par value, 35,000,000 authorized; 21,053,899 shares issued and outstanding, actual; 150,000,000 authorized; 28,315,437 shares issued and outstanding, on an as adjusted basis				2		3
	Additional paid-in capital				16,054		109,918
	Accumulated other comprehensive income				37		37
	Retained earnings				58,217		—

		Total stockholders' equity			74,310		109,958

			Total capitalization	$	179,878	$	109,958


Initial public offering price per share				$	12.00
	Pro forma net tangible book value per share as of September 30, 2011	$	3.78
	Increase per share attributable to new investors		—
Pro forma net tangible book value per share after this offering					3.78

Dilution per share to new investors				$	8.22

				Total Consideration

	Shares Purchased
	Shares Purchased					Average Price Per Share
	Number			Amount		Average Price Per Share
Existing stockholders		28,294,637	(1)	$	153,980,673	$	5.44
New Investors		5,200,000	(2)		62,400,000	$	12.00

Officers		1,276,696		$	—	$	—
Directors		1,155,814			1,926,600	$	1.67
5% Holders		22,266,427			135,414,987	$	6.08

		Three Months Ended

		September 30, 2011			June 30, 2011			March 31, 2011			December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010
		(in thousands)
Consolidated Statements of Operations Data:
Revenues:
Transaction fees—relationship trading		$	16,352		$	15,798		$	14,755		$	13,643		$	12,413		$	12,802		$	12,364
Transaction fees—active trading			8,253			7,023			5,760			5,100			4,722			5,670			5,858
User, settlement, and license fees			7,234			6,608			6,869			6,823			6,618			6,587			6,308
Interest and other income			(101	)		51			90			(24	)		54			59			68

	Total revenues		31,738			29,480			27,474			25,542			23,807			25,118			24,598

Operating Expenses
Salaries and benefits			12,443			12,460			12,130			10,408			9,348			9,096			10,017
Technology			1,905			1,448			1,584			1,467			1,888			1,795			1,918
General and administrative			1,715			1,523			1,469			1,876			1,744			1,348			1,139
Marketing			219			356			433			208			234			236			385
Professional fees			923			351			427			537			336			356			336
Depreciation and amortization			2,499			2,434			2,432			2,398			2,269			2,102			1,980

	Total operating expenses		19,704			18,572			18,475			16,894			15,819			14,933			15,775

Income before income tax provision			12,034			10,908			8,999			8,648			7,988			10,185			8,823
Income tax provision			5,113			4,673			3,854			3,514			3,246			4,140			3,586

Net income		$	6,921		$	6,235		$	5,145		$	5,134		$	4,742		$	6,045		$	5,237

Other Financial Data:
Adjusted EBITDA(1)		$	16,133		$	14,813		$	12,636		$	11,894		$	10,722		$	12,756		$	11,241
Adjusted Net Income(1)			7,773			7,100			5,881			5,593			5,025			6,334			5,516
Percentage of Total Revenues:
Revenues
Transaction fees—relationship trading			51	%		54	%		54	%		53	%		52	%		51	%		50	%
Transaction fees—active trading			26			24			21			20			20			23			24
User, settlement, and license fees			23			22			25			27			28			26			26
Interest and other income			0			0			0			0			0			0			0

Total revenues			100	%		100	%		100	%		100	%		100	%		100	%		100	%

Operating Expenses
Salaries and benefits			39	%		43	%		44	%		41	%		39	%		36	%		41	%
Technology			6			5			6			6			8			7			8
General and administrative			5			5			5			7			7			5			5
Marketing			1			1			2			1			1			1			1
Professional fees			3			1			1			2			1			2			1
Depreciation and amortization			8			8			9			9			10			8			8

	Total operating expenses		62	%		63	%		67	%		66	%		66	%		59	%		64	%

Income before income tax provision			38	%		37	%		33	%		34	%		34	%		41	%		36	%
Income tax provision			16			16			14			14			14			17			15

Net income			22	%		21	%		19	%		20	%		20	%		24	%		21	%

		Nine Months Ended

		Nine Months Ended						Years Ended December 31,
		September 30, 2011			September 30, 2010			Years Ended December 31,
		September 30, 2011			September 30, 2010			2010			2009			2008
		(in thousands)
Net cash provided by (used in):
	Operating activities	$	27,887		$	19,759		$	36,008		$	24,927		$	26,742
	Investing activities		(7,676	)		(9,995	)		(16,838	)		(13,556	)		(8,358	)
	Financing activities		117			—			(1,230	)		—			1,927

	Net (decrease) increase in cash and cash equivalents	$	20,328		$	9,764		$	17,940		$	11,371		$	20,311

	Payments Due by Period

	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Operating lease obligations	$	15,029	$	1,234	$	2,830	$	2,830	$	8,135
Purchase obligations(1)		6,286		2,562		3,245		479		—

Total	$	21,315	$	3,796	$	6,075	$	3,309	$	8,135

Date of Issuance		Exercise Price		Fair Value of Common Stock		Per Share Weighted-Average Estimated Fair Value of Options		Vesting Terms

Q4 2006	1,780,847	$	10.70	$	8.90	$	3.68	4 years
Q1 2007	655,397	$	10.70	$	8.90	$	3.68	4 years
Q3 2007	20,000	$	10.70	$	10.70	$	5.08	4 years
Q4 2007	300,000	$	13.90	$	13.90	$	6.31	4 years
Q1 2008	39,000	$	13.90	$	13.90	$	6.31	4 years
Q3 2008	93,400	$	14.82	$	14.82	$	6.73	4 years
Q4 2008	337,000	$	11.68	$	11.68	$	5.07	4 years
Q1 2009	30,000	$	11.68	$	11.68	$	5.07	4 years
Q4 2009	420,000	$	11.71	$	11.71	$	5.33	4 years
Q1 2010	104,000	$	11.71	$	11.71	$	5.33	4 years
Q3 2010	120,000	$	12.21	$	12.21	$	5.49	4 years
Q4 2010	1,309,500	$	13.25	$	13.25	$	6.11	4 years
Q1 2011	245,000	$	13.25	$	13.25	$	6.11	4 years
Q3 2011	125,000	$	14.80	$	14.80	$	6.44	4 years

Valuation Date	Fair Value Per Share of Common Stock

November 2006	$	8.90
December 2007	$	13.90
December 2008	$	11.68
December 2009	$	11.71
December 2010	$	13.25
May 2011	$	14.80

Name		Position(s)

Philip Z. Weisberg	44	Chairman and Chief Executive Officer
John W. Cooley	52	Chief Financial Officer
James F.X. Sullivan	59	General Counsel
Gerald D. Putnam, Jr.	54	Director
John C. Rosenberg	35	Director
Robert W. Trudeau	43	Director

Name		Position(s)

Philip Z. Weisberg	44	Chief Executive Officer
John W. Cooley	52	Chief Financial Officer
James F.X. Sullivan	59	General Counsel

		Three Months Ended

		September 30, 2011		June 30, 2011		March 31, 2011		December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010
Total Trading Volume (in millions)(1)
	Relationship trading	$	4,499,917	$	4,355,764	$	4,049,526	$	3,615,911	$	3,231,717	$	3,168,979	$	3,067,403
	Active trading		1,346,818		1,131,427		886,311		721,986		654,480		796,755		811,305

	Total	$	5,846,735	$	5,487,191	$	4,935,837	$	4,337,897	$	3,886,197	$	3,965,734	$	3,878,708
Trading Days (2)			66		64		64		65		66		64		63
Average Daily Volume (in millions)
	Relationship trading	$	68,181	$	68,059	$	63,274	$	55,629	$	48,966	$	49,516	$	48,689
	Active trading		20,406		17,678		13,848		11,108		9,916		12,449		12,878

	Total	$	88,587	$	85,737	$	77,122	$	66,737	$	58,882	$	61,965	$	61,567
Average Transaction Fee per Million
	Relationship trading	$	3.63	$	3.62	$	3.64	$	3.77	$	3.84	$	4.04	$	4.03
	Active trading		6.13		6.21		6.50		7.06		7.21		7.12		7.22
	Total	$	4.21	$	4.15	$	4.15	$	4.32	$	4.41	$	4.66	$	4.70

	September 30,						December 31,

	2011			2010			2010			2009			2008
Expected life (years)		6.25			6.25			6.25			6.25			6.25
Risk-free interest rate		2.07	%		2.34	%		2.01	%		2.45	%		2.32	%
Expected stock price volatility		43.65	%		43.00	%		44.71	%		42.93	%		41.44	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Weighted-average fair value per option granted	$	6.22		$	5.42		$	6.01		$	5.31		$	5.50

	Annual Bonus Target Value

Named Executive Officer	% of Annual Base Salary			$
Philip Z. Weisberg		400	%	$	1,600,000
John W. Cooley		208	%	$	625,000
James F.X. Sullivan		N/A			N/A

	Annual Incentive Earned

Named Executive Officer	$		% of Target
Philip Z. Weisberg	$	1,300,000		81.25	%
John W. Cooley	$	625,000		100	%
James F.X. Sullivan	$	250,000		N/A

Named Executive Officer	2011 Annual Salary as of December 31

Philip Z. Weisberg	$	400,000
John W. Cooley	$	300,000
James F.X. Sullivan	$	225,000

Objective	Target			Achievement (range)

Revenue excluding interest and other income	$	114.7		$117.5 to $118.5
Adjusted EBITDA	$	51.2		$57.3 to $58.3
Adjusted EBITDA Margin		45	%	49%

Philip Z. Weisberg	John W. Cooley	James F.X. Sullivan

Strategy: One of Mr. Weisberg's primary responsibilities is the development and implementation of strategic plans. In 2011, he laid out and launched a plan for derivatives trading on the platform and ensured that the organization was ready for potential regulatory changes. In October, the board of directors accepted his 12 month business plan followed by an approval of a 24 month revenue plan.	Legal and Financial Risk Management and Reporting : Mr. Cooley ensured overall readiness for a public offering and ongoing reporting and compliance by advancing the people, processes and systems for reporting and financial planning and analysis.	SEC Readiness/IPO S-1: Mr. Sullivan was tasked with preparing the company for a potential public offering. He managed the process for selecting legal counsel and all internal legal processes associated with the public offering.
Technology and Market Execution: The Compensation Committee considered Mr. Weisberg's performance as a technology and market innovator. Mr. Weisberg increased the service levels and continues to manage the team towards higher levels of achievement. He has also pursued and delivered higher scalability in our active trading systems model and continues to improve the client footprint in that market.	Regulatory Authorizations for NDF's and Options: Mr. Cooley advanced readiness for approvals to become a swap execution facility.	Regulatory Compliance: Mr. Sullivan drafted documents for regulators to communicate the business impact of Dodd Frank and to influence the development of associated legislation and regulations.
Human Resources and Organization: Mr. Weisberg is responsible for developing the staff and organization to be an innovative market-leader. In 2011, the Committee considered his performance relating to retention and development of the senior team and overall employee satisfaction.	Human Resources and Administration: Mr. Cooley was tasked with and executed on hiring executive level talent in Finance, Human Resources and Regulatory Compliance in preparation for being a public company.	Accelerating Adoption: Mr. Sullivan streamlined the process of completing client user agreements.

Name and Principal Position

Philip Z. Weisberg, Chief Executive Officer	2011	400,000	1,300,000	—	—	1,700,000
John W. Cooley, Chief Financial Officer	2011	300,000	625,000	—	—	925,000
James F.X. Sullivan, General Counsel	2011	220,833	250,000	—	—	470,833

	Option Awards

Name and Principal Position	Grant Date			Number of Securities Underlying Unexercised Options (Exercisable) #		Number of Securities Underlying Unexercised Options (Unexercisable) #		Option Exercise Price $		Option Expiration Date
Philip Z. Weisberg		11/8/2006	(2)		965,432		—		10.70		11/8/2016
Chief Executive Officer		12/27/2010	(1)		175,000		525,000		13.25		12/27/2020
John W. Cooley		12/13/2006	(2)		321,811		—		10.70		12/13/2016
Chief Financial Officer		12/27/2010	(1)		65,625		196,875		13.25		12/27/2020
James F.X. Sullivan		12/15/2006	(1)		20,000		—		10.70		12/15/2016
General Counsel		12/21/2007	(1)		25,000		—		13.90		12/21/2017
		12/19/2008	(1)		18,750		6,250		11.68		12/19/2018
		12/18/2009	(1)		12,500		12,500		11.71		12/18/2019
		12/27/2010	(1)		6,250		18,750		13.25		12/27/2020

			Value of Accelerated Stock Options(8) $

Philip Z. Weisberg, Chief Executive Officer(1)
Terminated Involuntary or by Exec. For Good Reason(2)	2,000,004	1,600,000	$	358,750	22,410	3,981,164
Non-renewal by the Company(3)	2,000,004	1,600,000	$	358,750	22,410	3,981,164
Disability(4)	100,000	1,600,000	$	358,750	5,603	2,064,353
Change in Control(5)	3,999,996	1,600,000	$	1,076,250	44,820	6,721,066
Change in Control(6)	2,000,004	1,600,000	$	717,500	22,410	4,339,914
Death(7)	—	1,600,000	$	358,750	—	1,958,750
John W. Cooley, Chief Financial Officer(1)
Terminated Involuntary or by Exec. For Good Reason(2)	924,996	625,000		134,531	22,410	1,706,937
Non-renewal by the Company(3)	150,000	625,000		134,531	11,205	920,736
Disability(4)	75,000	625,000		134,531	5,603	840,134
Change in Control(5)	924,996	625,000		403,594	22,410	1,976,000
Change in Control(6)	924,996	625,000		269,063	22,410	1,841,469
Death(7)	—	625,000		134,531	—	759,531



James F.X. Sullivan, General Counsel(9)
Terminated Involuntary	231,250	250,000	93,125	—	574,375
Disability(4)	56,250	250,000	57,875	—	364,125
Change in Control(5)	462,500	250,000	105,938	—	818,438
Death(7)	—	250,000	57,875	—	307,875

	Shares Beneficially Owned Prior to This Offering(1)			Shares Beneficially Owned After This Offering(2)

	Shares Beneficially Owned Prior to This Offering(1)		Number of Shares Offered	Shares Beneficially Owned After This Offering(2)
Name	Number	Percent	Number of Shares Offered	Number	Percent
5% and Selling Stockholders:
Entities affiliated with Technology Crossover Ventures(3)	7,956,247	28.1%	—	7,956,247		28.1	%
Banc of America Strategic Investments Corporation(4)	1,431,018	5.1%	286,204	1,144,814		4.0	%
BNP Paribas(5)	1,431,018	5.1%	320,000	1,111,018		3.9	%
Citigroup Technology Inc.(6)	1,431,018	5.1%	506,523	924,495		3.3	%
Credit Agricole CIB(7)	1,431,018	5.1%	—	1,431,018		5.1	%
Credit Suisse First Boston Next Fund Inc.(8)	1,431,018	5.1%	506,523	924,495		3.3	%
Goldman Sachs Group, Inc.(9)	1,431,018	5.1%	506,523	924,495		3.3	%
HSBC USA Inc.(10)	1,431,018	5.1%	506,523	924,495		3.3	%
LabMorgan Corporation(11)	1,431,018	5.1%	—	1,431,018		5.1	%
Morgan Stanley Fixed Income Ventures Inc.(12)	1,431,018	5.1%	506,523	924,495		3.3	%
The Royal Bank of Scotland plc(13)	1,431,018	5.1%	506,523	924,495		3.3	%

Leverage Ratio

£ 1.00:1.00	1.75	%	0.75	%	0.25	%
> 1.00:1.00 but £ 1.50:1.00	2.00	%	1.00	%	0.30	%
> 1.50:1.00	2.50	%	1.50	%	0.40	%

Underwriters		Number of Shares

Merrill Lynch, Pierce, Fenner & Smith Incorporated			1,404,000
Goldman, Sachs & Co.			1,404,000
Citigroup Global Markets Inc.			728,000
J.P. Morgan Securities LLC			728,000
Morgan Stanley & Co. LLC			312,000
UBS Securities LLC			312,000
Raymond James & Associates			156,000
Sandler O'Neill & Partners, L.P.			156,000

Total			5,200,000

	Per Share		Without Option		With Option

Public offering price	$	12.00	$	62,400,000	$	71,760,000
Underwriting discount	$	0.84	$	4,368,000	$	5,023,200
Proceeds, before expenses, to the selling stockholders	$	11.16	$	58,032,000	$	66,736,800

		Page

Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Consolidated Balance Sheets as of September 30, 2011, December 31, 2010 and December 31, 2009		F-3
Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2011 and 2010, and for the years ended December 31, 2010, 2009 and 2008		F-4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010, and for the years ended December 31, 2010, 2009 and 2008		F-5
Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 2011 and for the years ended December 31, 2010, 2009 and 2008.		F-6
Notes to Consolidated Financial Statements		F-7
Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts		F-27

			September 30, 2011				December 31,

			Actual		Pro Forma (Note 2)		2010		2009
			(unaudited)
Assets
Current assets
	Cash and cash equivalents		$	117,010	$	46,992	$	96,682	$	78,742
	Investments available-for-sale			7,043				6,937		6,587
	Accounts receivable, net, including $6,509, $5,944 and $4,199 from related parties as of September 30, 2011, December 31, 2010 and 2009, respectively			14,424				11,075		8,878
	Income taxes receivable			8,375				3,516		56
	Deferred income taxes			5,621				5,650		3,268
	Prepaid expenses and other current assets			1,681				1,290		1,193

		Total current assets		154,154		84,136		125,150		98,724
	Software development costs (net of accumulated amortization of $40,478 as of September 30, 2011, and $35,781 and $30,244 as of December 31, 2010 and 2009, respectively)			18,837				16,736		14,828
	Property and equipment (net of accumulated depreciation of $20,760 as of September 30, 2011, and $18,416 and $17,528 as of December 31, 2010 and 2009, respectively)			10,337				9,637		3,264
	Deferred income taxes, net of current portion			12,894				17,008		24,959
	Intangible assets, net			2,124				2,448		2,880
	Goodwill			2,999				2,999		2,999
	Other assets			1,702				4,152		3,082

		Total assets	$	203,047	$	133,029	$	178,130	$	150,736

Liabilities, Reedemable Convertible Preferred Stock and Stockholders' Equity
Current liabilities
	Accounts payable and accrued expenses		$	4,266			$	4,641	$	2,914
	Accrued compensation			11,951				12,663		10,899
	Income taxes payable			3,703		3,605		462		1,871
	Deferred revenues			280				324		318

		Total current liabilities		20,200		20,102		18,090		16,002
Long term liabilities
	Deferred rent			2,969				2,794		—
Commitments and Contingencies (Note 8)
Redeemable Convertible Series A Preferred stock, $0.0001 par value, 7,240,738 shares authorized, issued and outstanding as of September 30, 2011 and December 31, 2010 and 2009				105,568		—		100,096		93,239
Stockholders' Equity
	Common stock, $0.0001 par value, Authorized—35,000,000 shares as of September 30, 2011 and December 31, 2010 and 33,000,000 shares as of December 31, 2009, Issued and outstanding—21,053,899 shares as of September 30, 2011, 21,043,899 as of December 31, 2010 and 21,136,703 as of December 31, 2009			2		3		2		2
	Additional paid-in capital			16,054		109,918		11,621		10,379
	Accumulated other comprehensive income			37		37		139		27
	Retained earnings			58,217		—		45,388		31,087

	Total stockholders' equity			74,310		109,958		57,150		41,495

		Total liabilities, redeemable convertible preferred stock and stockholders' equity	$	203,047	$	133,029	$	178,130	$	150,736

	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income / (Loss)			Retained Earnings			Total

Balance at December 31, 2007	$	2	$	4,593		$	43		$	11,688		$	16,326
Employee stock compensation		—		3,756			—			—			3,756
Issuance of common stock		—		1,927			—			—			1,927
Decrease in deferred tax asset due to exchange transaction		—		(2,340	)		—			—			(2,340	)
Other comprehensive loss, net of tax		—		—			(574	)		—			(574	)
Accretion of redeemable convertible preferred stock		—		—			—			(5,950	)		(5,950	)
Net income		—		—			—			16,794			16,794

Balance at December 31, 2008		2		7,936			(531	)		22,532			29,939
Employee stock compensation		—		2,443			—			—			2,443
Other comprehensive loss, net of tax		—		—			558			—			558
Accretion of redeemable convertible preferred stock		—		—			—			(6,388	)		(6,388	)
Net income		—		—			—			14,943			14,943

Balance at December 31, 2009		2		10,379			27			31,087			41,495
Employee stock compensation		—		2,471			—			—			2,471
Redemption of outstanding shares		—		(1,229	)		—			—			(1,229	)
Other comprehensive loss, net of tax		—		—			112			—			112
Accretion of redeemable convertible preferred stock		—		—			—			(6,857	)		(6,857	)
Net income		—		—			—			21,158			21,158

Balance at December 31, 2010		2		11,621			139			45,388			57,150
Employee stock compensation (unaudited)		—		4,316			—			—			4,316
Other comprehensive loss, net of tax (unaudited)		—		—			(102	)		—			(102	)
Accretion of redeemable convertible preferred stock (unaudited)		—		—			—			(5,472	)		(5,472	)
Exercise of stock options (unaudited)		—		117			—			—			117
Net income (unaudited)		—		—			—			18,301			18,301

Balance at September 30, 2011 (unaudited)	$	2	$	16,054		$	37		$	58,217		$	74,310

		Estimated Useful Life

Furniture and fixtures		10 years
Leasehold Improvements		Shorter of useful life or term of lease
Computer equipment and software		3 years
Other equipment		5 years


Cash		$	565
Accounts receivable			1,342
Claw-back provision			2,342
Amortizable intangibles			2,880
Goodwill			2,999
Accrued compensation			(1,498	)
Deferred tax liability			(1,221	)

	Total purchase price	$	7,409



Goodwill balance at January 1, 2009	$	—
Goodwill from Lava Trading, Inc. acquisition		2,999

Goodwill balance at December 31, 2009		2,999
Goodwill activity 2010		—

Goodwill balance at December 31, 2010		2,999
Goodwill activity 2011		—

Goodwill balance at September 30, 2011 (unaudited)	$	2,999

		December 31, 2010

	Weighted- Average Useful Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	15 years	$	1,520	$	(102	)	$	1,418
Technology	5 years		751		(150	)		601
Customer contracts	4 years		383		(105	)		278
Non-compete agreement	3 years		226		(75	)		151

		$	2,880	$	(432	)	$	2,448

		Nine months ended September 30, 2011		Year ended December 31, 2010

Unaudited Pro forma basic earnings per common share
Net income allocated to common stockholders		$	9,435	$	10,541
	Accretion of redeemable convertible preferred stock		5,472		6,857
	Allocated earnings to preferred stock		3,243		3,608

Pro forma net income		$	18,150	$	21,006
Weighted-average common shares issued and outstanding			21,067,849		21,153,943
Adjustment to reflect assumed effect of conversion of convertible preferred stock			7,240,738		7,240,738

Pro forma weighted-average common shares issued and outstanding			28,308,587		28,394,681

Pro forma basic earnings per common share		$	0.64	$	0.74

Unaudited Pro forma diluted earnings per common share
Net income allocated to common stockholders		$	9,435	$	10,541
	Accretion of redeemable convertible preferred stock		5,472		6,857
	Allocated earnings to preferred stock		3,243		3,608

Pro forma net income		$	18,150	$	21,006
Weighted-average common shares issued and outstanding			21,067,849		21,153,943
Dilutive potential common shares:
	Stock options		576,012		250,344
	Adjustment to reflect assumed effect of conversion of convertible preferred stock		7,240,738		7,240,738

Pro forma diluted weighted-average common shares issued and outstanding			28,884,599		28,645,025

Pro forma diluted earnings per common share		$	0.63	$	0.73


2011	$	1,234
2012		1,415
2013		1,415
2014		1,415
2015		1,415
Beyond		8,135

	$	15,029