4//SEC Filing
KNIGHT CAPITAL GROUP, INC. 4
Accession 0001181431-12-051084
CIK 0001060749operating
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 5:15 PM ET
Size
35.1 KB
Accession
0001181431-12-051084
Insider Transaction Report
Form 4
Transactions
- Conversion
Series A-2 Cumulative Perpetual Convertible Preferred Stock
2012-09-14−67,888→ 0 total(indirect: (See Footnotes))→ Class A Common Stock (45,258,687 underlying) - Conversion
Series A-1 Cumulative Perpetual Convertible Preferred Stock
2012-09-14+35→ 43 total(indirect: (See Footnotes))→ Class A Common Stock (23,333 underlying) - Award
Restricted Stock Units
2012-08-27+35,461→ 35,461 total(indirect: (See Footnotes))→ Class A Common Stock (35,461 underlying) - Conversion
Series A-2 Cumulative Perpetual Convertible Preferred Stock
2012-09-14−414→ 0 total(indirect: (See Footnotes))→ Class A Common Stock (276,000 underlying) - Conversion
Series A-1 Cumulative Perpetual Convertible Preferred Stock
2012-09-14+67,888→ 84,754 total(indirect: (See Footnotes))→ Class A Common Stock (45,258,687 underlying) - Conversion
Series A-2 Cumulative Perpetual Convertible Preferred Stock
2012-09-14−35→ 0 total(indirect: (See Footnotes))→ Class A Common Stock (23,333 underlying) - Conversion
Series A-1 Cumulative Perpetual Convertible Preferred Stock
2012-09-14+414→ 516 total(indirect: (See Footnotes))→ Class A Common Stock (276,000 underlying)
Footnotes (13)
- [F1]Following the reported transactions, the Blackstone Funds (as defined below) beneficially own, in the aggregate, 85,313 shares of Series A-1 Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A-1 Preferred Stock") (convertible in accordance with the terms thereof at an initial conversion rate of 666.667 shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), per $1,000 of stated value of Series A-1 Preferred Stock, equal to an equivalent conversion price of $1.50 per share, into approximately 56,875,361 shares of Class A Common Stock, subject to certain adjustments), and no shares of Series A-2 Non-Voting Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A-2 Preferred Stock," and, with the Series A-1 Preferred Stock, the "Preferred Stock"). (Continued in Footnote 2)
- [F10]Restricted stock units granted to Blackstone Management L.L.C. pursuant to the Knight Capital Group, Inc. 2010 Equity Incentive Plan in connection with Martin Brand's service on the board of directors of the Issuer. The restricted stock units vest on August 27, 2016 or upon earlier retirement by Mr. Brand and will be settled upon vesting. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of Knight Capital Group, Inc.
- [F11]Represents restricted stock units owned by Blackstone Management Partners L.L.C. The Blackstone Group, L.P., and Mr. Schwarzman may be deemed to indirectly control Blackstone Management Partners L.L.C.
- [F12]Due to the limitations of the electronic filing system, Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman are filing a separate Form 4.
- [F13]Each of the Reporting Persons, other than the Blackstone Funds to the extent of their direct holdings, disclaims beneficial ownership of such Preferred Stock, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, including the Blackstone Funds, states that the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- [F2]For further information on the events that trigger conversions and other details regarding the conversions, see the terms of the Certificate of Designations of Preferences and Rights of the Series A-1 Cumulative Perpetual Convertible Preferred Stock and Series A-2 Non-Voting Cumulative Perpetual Convertible Preferred Stock of Knight Capital Group, Inc. (attached as Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission by the Issuer on August 6, 2012).
- [F3]Shares of Series A-2 Preferred Stock that were previously reported on Table I are now shown on Table II pursuant to the receipt on September 10, 2012 of certain regulatory approvals that permit the conversion by the Blackstone Funds of the Series A-2 Preferred Stock held by them in accordance with the terms thereof, on a one-for-one-basis into shares of Class A Common Stock.
- [F4]On September 14, 2012, each of the Blackstone Funds converted all of the Series A-2 Preferred Stock held by them into shares of Series A-1 Preferred Stock on a one-for-one basis pursuant to the terms thereof.
- [F5]Represents securities directly held by Blackstone Capital Partners VI L.P.
- [F6]Represents securities directly held by Blackstone Family Investment Partnership VI L.P.
- [F7]Represents securities directly held by Blackstone Family Investment Partnership VI ESC L.P. (collectively, with Blackstone Capital Partners VI L.P. and Blackstone Family Investment Partnership VI L.P., the "Blackstone Funds").
- [F8]Blackstone Management Associates VI L.L.C. is the general partner of Blackstone Capital Partners VI L.P. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. BCP VI Side-By-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership VI L.P. and Blackstone Family Investment Partnership VI ESC L.P.
- [F9]Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA VI L.L.C. and the sole member of BCP VI Side-By-Side GP L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Documents
Issuer
KNIGHT CAPITAL GROUP, INC.
CIK 0001060749
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001060749
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 5:15 PM ET
- Size
- 35.1 KB