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 *

TCV VI L P
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
May be part of a 13(g) group
(Last)          (First)          (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2012
(Street)

PALO ALTO, CA 94301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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     C (1)    7184080   (1) A   (1) 7893955   I   TCV VI, L.P.   (2) (4)
Common Stock   2/8/2012     C (1)    56658   (1) A   (1) 62292   I   TCV Member Fund, L.P.   (3) (4)
Common Stock   2/13/2012     A    4167   (5) A $ 0   4167   I   Robert W. Trudeau   (6)
Common Stock   2/13/2012     A    4167   (5) A $ 0   4167   I   John C. Rosenberg   (7)

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
Series A Preferred Stock     (1) 2/8/2012     C   (1)       7184080      (1)   (1) Common Stock   7184080   (1) $ 0   (1) 0   I   TCV VI, L.P.   (2) (4)
Series A Preferred Stock     (1) 2/8/2012     C   (1)       56658      (1)   (1) Common Stock   56658   (1) $ 0   (1) 0   I   TCV Member Fund, L.P.   (3) (4)

Explanation of Responses:
( 1)  The Series A Preferred Stock automatically converted into Common Stock on a one-to-one basis basis upon the issuer's sale of its Common Stock in a public offering pursuant to a registration statement on Form S-1, and had no expiration date.
( 2)  These securities are directly held by TCV VI, L.P. ("TCV VI"). Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds and Robert W. Trudeau, a director of FX Alliance, Inc. (collectively, the "TCM VI Members"), are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI, L.P. The TCM VI Members and TCM VI may be deemed to beneficially own the securities held by TCV VI, L.P. but each of the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 3)  These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). The TCM VI Members are Class A Members of TCM VI, which is a general partner of Member Fund, and limited partners of Member Fund. The TCM VI Members and TCM VI may be deemed to beneficially own certain of the securities held by Member Fund, but each of the TCM VI Members and TCM VI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4)  John C. Rosenberg, a director of FX Alliance, Inc., is an assignee of TCM VI and a limited partner of Member Fund, but does not share voting or dispositive power over the shares held by TCV VI or Member Fund. Mr. Rosenberg disclaims beneficial ownership of the shares held by TCV VI and Member Fund except to the extent of his pecuniary interest therein.
( 5)  These shares were issued as director compensation pursuant to the FX Alliance Inc. 2012 Incentive Compensation Plan. These shares will become 100% vested on February 13, 2013.
( 6)  These shares are held directly by Robert W. Trudeau. Mr. Trudeau has sole dispositive power over the shares; however, TCV VI Management, L.L.C. ("TCV VI Management") owns 100% of the pecuniary interest therein. Mr. Trudeau, Jay C. Hoag, Richard H. Kimball, John L. Drew, and Jon Q. Reynolds, Jr. (collectively, the "TCV VI Management Members") are members of TCV VI Management, but each of the TCV VI Management Members dislaims beneficial of ownership of such shares except to the extent of his pecuniary interest therein.
( 7)  These shares are held directly by John C. Rosenberg. Mr. Rosenberg has sole dispositive power over the shares; however, TCV VI Management owns 100% of the pecuniary interest therein. Each of the TCV VI Management Members are members of TCV VI Management, but each of the TCV VI Management Members dislaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TCV VI L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301

X
May be part of a 13(g) group
TCV Member Fund, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301

X
May be part of a 13(g) group
Technology Crossover Management VI, L.L.C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301

X
May be part of a 13(g) group
HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301

X
May be part of a 13(g) group
KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301

X
May be part of a 13(g) group
DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301

X
May be part of a 13(g) group
REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301

X
May be part of a 13(g) group
Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
X X
May be part of a 13(g) group
Rosenberg John C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
X X
May be part of a 13(g) group

Signatures
Frederic D. Fenton, Authorized Signatory for TCV VI, L.P. 2/15/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P. 2/15/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VI, L.L.C. 2/15/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 2/15/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 2/15/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for John L. Drew 2/15/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr. 2/15/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau 2/15/2012
** Signature of Reporting Person Date

Frederic D. Fenton, Authorized Signatory for John C. Rosenberg 2/15/2012
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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