Amended Statement of Beneficial Ownership (sc 13d/a)
May 28 2013 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Knight
Capital Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of
Securities)
499005 10 6
(CUSIP Number)
Chinh Chu
345 Park Avenue, 31st Floor
New York, New York 10154
Tel: (212) 583-5000
with a copy to:
Wilson S. Neely, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Tel: (212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 28, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
¨
Note:
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of reporting persons
BLACKSTONE CAPITAL PARTNERS VI L.P.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds (see
instructions)
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,502,694
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,502,694
|
|
10
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Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,502,694
|
12
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|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
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13
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|
Percent of class represented by
amount in Row (11)
15.1%
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14
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Type of reporting person (see
instructions)
PN
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1
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Names of reporting persons
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI L.P.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds (see
instructions)
OO
|
5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
28,666
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
28,666
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
28,666
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12
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|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
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13
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Percent of class represented by
amount in Row (11)
0.01
%
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14
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Type of reporting person (see
instructions)
PN
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1
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Names of reporting persons
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI ESC L.P.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds (see
instructions)
OO
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5
|
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
|
|
Sole voting power
344,000
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8
|
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Shared voting power
0
|
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9
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Sole dispositive power
344,000
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10
|
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Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
344,000
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12
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Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
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13
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Percent of class represented by
amount in Row (11)
0.09%
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14
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Type of reporting person (see
instructions)
PN
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1
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Names of reporting persons
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds (see
instructions)
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,502,694
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,502,694
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,502,694
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
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Percent of class represented by
amount in Row (11)
15.1%
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14
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Type of reporting person (see
instructions)
OO
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1
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Names of reporting persons
BMA VI L.L.C.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds (see
instructions)
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,502,694
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,502,694
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,502,694
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
15.1%
|
14
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Type of reporting person (see
instructions)
OO
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1
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Names of reporting persons
BCP VI SIDE-BY-SIDE GP L.L.C.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
|
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Source of funds (see
instructions)
OO
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5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
372,666
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
372,666
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
372,666
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
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13
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Percent of class represented by
amount in Row (11)
0.1%
|
14
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Type of reporting person (see
instructions)
OO
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1
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Names of reporting persons
BLACKSTONE HOLDINGS III L.P.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
|
6
|
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Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,875,360
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,875,360
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,875,360
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
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Percent of class represented by
amount in Row (11)
15.2%
|
14
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Type of reporting person (see
instructions)
PN
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1
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Names of reporting persons
BLACKSTONE HOLDINGS III GP L.P.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,875,360
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,875,360
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,875,360
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
15.2%
|
14
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|
Type of reporting person (see
instructions)
PN
|
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1
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Names of reporting persons
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
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2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,875,360
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,875,360
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,875,360
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
15.2%
|
14
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|
Type of reporting person (see
instructions)
OO
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1
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Names of reporting persons
THE BLACKSTONE GROUP L.P.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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|
SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,875,360*
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,875,360*
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,875,360*
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
15.2%*
|
14
|
|
Type of reporting person (see
instructions)
PN
|
*
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Does not include 35,461 restricted stock units directly held by Blackstone Management Partners L.L.C.
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1
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Names of reporting persons
BLACKSTONE GROUP MANAGEMENT L.L.C.
|
2
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|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,875,360*
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,875,360*
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,875,360*
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
15.2%*
|
14
|
|
Type of reporting person (see
instructions)
OO
|
*
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Does not include 35,461 restricted stock units directly held by Blackstone Management Partners L.L.C.
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1
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Names of reporting persons
STEPHEN A. SCHWARZMAN
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
|
4
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|
Source of funds (see
instructions)
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
|
6
|
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Citizenship or place of
organization
United States of
America
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
56,875,360*
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
56,875,360*
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
56,875,360*
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
15.2%*
|
14
|
|
Type of reporting person (see
instructions)
IN
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*
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Does not include 35,461 restricted stock units directly held by Blackstone Management Partners L.L.C.
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This Amendment No. 2 to Schedule 13D relates to the Class A Common Stock, par value $0.01 per
share (
Class A Common Stock
), of Knight Capital Group, Inc., a Delaware corporation (the
Issuer
), and further amends the statement on Schedule 13D filed on August 16, 2012, as amended by Amendment No.1
thereto (the
Amended Schedule 13D
, and, together with this Amendment No. 2, the
Schedule 13D
). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to
them in the Amended Schedule 13D.
Item 5.
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Interest in Securities of the Issuer.
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The first paragraph of Item 5(a) (b) of the Schedule 13D is hereby deleted and the following substituted in lieu thereof:
As reported in the Issuers Form 8-K, as filed with the Securities and Exchange Commission on February 28, 2013, all
outstanding shares of the Issuers Series A-1 Preferred Stock mandatorily converted to Class A Common Stock pursuant to the terms of the Certificate of Designations. As a result, as of the date hereof, the Blackstone Funds beneficially
own, in the aggregate, 56,875,360 shares of Class A Common Stock.
The penultimate paragraph of Item 5(a) (b) of the
Schedule 13D is hereby deleted and the following substituted in lieu thereof:
The calculation of the percentage of shares of
Class A Common Stock beneficially owned by each Reporting Person is based on 374,779,671 shares of Class A Common Stock outstanding as reported in the Amendment No.1 to the Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2013 of Knight Capital Group, Inc. as filed with the Securities and Exchange Commission on May 10, 2013.
The response to
Item 5(c) of the Schedule 13D is hereby amended and the following substituted in lieu thereby.
Except as set forth
elsewhere in this Schedule 13D, none of the Reporting Persons has engaged in any transaction during the past 60 days in any shares of Class A Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 28, 2013
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BLACKSTONE CAPITAL PARTNERS VI L.P.
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By:
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Blackstone Management Associates VI, L.L.C., its general partner
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By:
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BMA VI, L.L.C., its sole member
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI L.P.
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By:
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BCP VI Side-by-Side GP, L.L.C., its general partner
|
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI ESC L.P.
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By:
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BCP VI Side-by-Side GP, L.L.C., its general partner
|
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By:
|
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/s/ John G. Finley
|
Name:
|
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John G. Finley
|
Title:
|
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Chief Legal Officer
|
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BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C.
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By:
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BMA VI, L.L.C., its sole member
|
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By:
|
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/s/ John G. Finley
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Name:
|
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John G. Finley
|
Title:
|
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Chief Legal Officer
|
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BMA VI L.L.C.
|
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|
By:
|
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/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
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Chief Legal Officer
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BCP VI SIDE-BY-SIDE GP L.L.C.
|
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By:
|
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/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
|
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Title:
|
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Chief Legal Officer
|
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BLACKSTONE HOLDINGS III L.P.
|
By:
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Blackstone Holdings III GP L.P., its general partner
|
By:
|
|
Blackstone Holdings III GP Management L.L.C., its general partner
|
|
|
By:
|
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/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
|
|
BLACKSTONE HOLDINGS III GP L.P.
|
By:
|
|
Blackstone Holdings III GP Management L.L.C., its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
|
|
|
By:
|
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/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
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Chief Legal Officer
|
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THE BLACKSTONE GROUP L.P.
|
By:
|
|
Blackstone Group Management L.L.C., its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
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BLACKSTONE GROUP MANAGEMENT L.L.C.
|
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By:
|
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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STEPHEN A. SCHWARZMAN
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|
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By:
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/s/ Stephen A. Schwarzman
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Name:
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Stephen A. Schwarzman
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KCG Holdings, Inc. (NYSE:KCG)
Historical Stock Chart
From Jun 2024 to Jul 2024
KCG Holdings, Inc. (NYSE:KCG)
Historical Stock Chart
From Jul 2023 to Jul 2024