4//SEC Filing
KNIGHT CAPITAL GROUP, INC. 4
Accession 0001181431-13-031017
CIK 0001060749operating
Filed
May 27, 8:00 PM ET
Accepted
May 28, 5:36 PM ET
Size
30.6 KB
Accession
0001181431-13-031017
Insider Transaction Report
Form 4
Transactions
- Conversion
Class A Common Stock
2013-02-28+344,000→ 344,000 total(indirect: See Footnotes) - Conversion
Series A-1 Cumulative Perpetual Convertible Preferred Stock
2013-02-28−43→ 0 total(indirect: See Footnotes)→ Class A Common Stock (28,666 underlying) - Conversion
Series A-1 Cumulative Perpetual Convertible Preferred Stock
2013-02-28−84,754→ 0 total(indirect: See Footnotes)→ Class A Common Stock (56,502,694 underlying) - Conversion
Class A Common Stock
2013-02-28+56,502,694→ 56,502,694 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2013-02-28+28,666→ 28,666 total(indirect: See Footnotes) - Conversion
Series A-1 Cumulative Perpetual Convertible Preferred Stock
2013-02-28−516→ 0 total(indirect: See Footnotes)→ Class A Common Stock (344,000 underlying)
Holdings
- 35,461(indirect: See Footnotes)
Restricted Stock Units
→ Class A Common Stock (35,461 underlying)
Footnotes (11)
- [F1]Mandatory conversion for no additional consideration, pursuant to the Certificate of Designations (the "Certificate of Designations") applicable to the Series A-1 Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A-1 Preferred Stock") of the Series A-1 Preferred Stock into the Issuer's Class A Common Stock, par value $0.01 per share (the "Common Stock").
- [F10]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.
- [F11]Each of the Reporting Persons, other than the Blackstone Funds to the extent of their direct holdings, disclaims beneficial ownership of such Common 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]Shares of Series A-1 Preferred Stock were convertible in accordance with the terms thereof at an initial conversion rate of 666.667 shares of Common Stock per $1,000 of stated value of Series A-1 Preferred Stock (subject to certain adjustments). In addition, if the closing price of the Common Stock exceeded 200% of the then applicable conversion price for 60 consecutive trading days, all of the outstanding shares of Series A-1 Preferred Stock would mandatorily convert into shares of Common Stock at a ratio of 666.667 shares of Common Stock for each share of Series A-1 Preferred Stock (subject to certain adjustments), which reflects an approximate initial conversion price of $1.50 per share of Common Stock. All Series A-1 Preferred Stock mandatorily converted on February 28, 2013.
- [F3]Represents securities directly held by Blackstone Capital Partners VI L.P.
- [F4]Represents securities directly held by Blackstone Family Investment Partnership VI L.P.
- [F5]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").
- [F6]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.
- [F7]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.
- [F8]Restricted stock units granted to Blackstone Management Partners 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 Common Stock.
- [F9]The Blackstone Group, L.P., Blackstone Group Management L.L.C. and Mr. Schwarzman may be deemed to indirectly control Blackstone Management Partners L.L.C.
Documents
Issuer
KNIGHT CAPITAL GROUP, INC.
CIK 0001060749
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001060749
Filing Metadata
- Form type
- 4
- Filed
- May 27, 8:00 PM ET
- Accepted
- May 28, 5:36 PM ET
- Size
- 30.6 KB