FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Weisberg Philip Zev
2. Issuer Name and Ticker or Trading Symbol

FX Alliance Inc. [ FX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

909 THIRD AVENUE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2012
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/8/2012     A    100   A $ 0   1025914   D    
Common Stock   2/8/2012   (1)   P    18000   A $12   1043914   D    
Common Stock   2/9/2012     P    1800   A $13.6   1045714   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $13.25   2/8/2012     D   (2)       525000      (2) 12/31/2020   Common Stock   525000     (2) 1140432   D    
Employee Stock Option (right to buy)   $11.17   2/8/2012     A   (2)    622563         (2) 12/31/2020   Common Stock   622563     (2) 1762995   D    

Explanation of Responses:
( 1)  Mr. Weisberg purchased 18,000 shares at the Initial Public Offering price of $12.00 pursuant to the Company's Directed Share Program. The consummation of this purchase will occur in connection with the closing of the Initial Public Offering, which is expected to occur on February 14, 2012
( 2)  The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option, with changes in the exercise price and number of shares underlying the option. The option was originally granted on December 31, 2010 and provides for vesting in three equal annual installments commencing on December 31, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Weisberg Philip Zev
909 THIRD AVENUE, 10TH FLOOR
NEW YORK, NY 10022
X
Chief Executive Officer

Signatures
/s/ Philip Z. Weisberg 2/10/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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