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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 9.84 | 11/16/2010 | M | 50,000 | 01/01/2009 | 01/01/2011 | Class A Common Stock | 50,000 | $ 9.84 | 1,613,630 | D | ||||
Stock Option (Right to Buy) | $ 9.84 | 11/17/2010 | M | 50,000 | 01/01/2009 | 01/01/2011 | Class A Common Stock | 50,000 | $ 9.84 | 1,563,630 (6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JOYCE THOMAS M KNIGHT CAPITAL GROUP, INC. 545 WASHINGTON BOULEVARD JERSEY CITY, NJ 07310 |
Chairman & CEO |
/s/ Thomas M. Joyce | 11/18/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Effective June 15, 2010, 400,000 shares held directly by reporting person were contributed to a 2010 grantor retained annuity trust (Joyce Family 2010 GRAT), which did not require reporting at time of event. |
(2) | Represents distribution of shares from the Joyce Family 2009 GRAT to reporting person, effective August 20, 2010. Such transaction did not require reporting at time of event. |
(3) | Transactions executed in accordance with a previously established Rule 10b5-1 trading plan. Stock options exercised were previously reported and have an expiration date of January 1, 2011. |
(4) | Represents the sale of 50,000 shares in 15 separate transactions at prices ranging from $13.79 to $13.95 per share, resulting in a weighted average sale price per share of $13.844. Reporting person undertakes to provide the SEC, the Issuer, or security holder full information pertaining to the number of shares sold at each separate price. |
(5) | Represents the sale of 50,000 shares in 15 separate transactions at prices ranging from $13.46 to $13.73 per share, resulting in a weighted average sale price per share of $13.527. Reporting person undertakes to provide the SEC, the Issuer, or security holder full information pertaining to the number of shares sold at each separate price. |
(6) | Breakdown of aggregate number of derivative securities beneficially owned following reported transactions (which have different exercise and expiration dates): 563,630 options and 1,000,000 restricted stock units ("RSUs"). As previously reported, the RSUs reported in Table II of this filing vest based upon the stock price of the Issuer's Class A Common Stock reaching certain specified levels. |