KCG Holdings, Inc. (NYSE:KCG) Files An 8-K Other Events

KCG Holdings, Inc. (NYSE:KCG) Files An 8-K Other Events

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Item8.01. Other Events

On April25, KCG Holdings, In., a Delaware corporation (KCG or the
Company), issued a press release, a copy of which is furnished as
Exhibit 99.1 and incorporated by reference into this Item 8.01,
announcing that the Companys board of directors has cancelled the
2017 Annual Meeting of Stockholders previously scheduled for
May10, 2017.

On April20, 2017, KCG entered into an Agreement and Plan of
Merger (the Merger Agreement) with Virtu Financial, Inc., a
Delaware corporation (Parent), and Orchestra Merger Sub, Inc., a
Delaware corporation and an indirect wholly-owned subsidiary of
Parent (Merger Sub), to which Merger Sub will merge with and into
KCG with KCG surviving as a wholly-owned subsidiary of Parent.
The merger is expected to close during the third quarter of 2017.
The Company expects that the current members of its board of
directors will continue as directors until the completion of the
Merger, including Rene M. Kern and John C. (Hans) Morris, who
were not seeking re-election to the Board at the 2017 Annual
Meeting.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in
respect of the proposed merger between KCG and Virtu (the
Merger). In connection with the Merger, KCG intends to file
relevant materials with the SEC, including a proxy statement on
Schedule 14A. INVESTORS AND STOCKHOLDERS OF KCG ARE URGED
TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING KCGS
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER.
Investors and stockholders
will be able to obtain copies of the documents, when filed, free
of charge at the SECs website (http://www.sec.gov). Investors and
stockholders may also obtain copies of documents filed by KCG
with the SEC by contacting KCG at Investor Relations, KCG
Holdings, Inc., 300 Vesey Street, New York, NY 10282, by email at
[email protected], or by visiting KCGs website
(http://investors.kcg.com).

Participants in Solicitation

KCG and its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the holders of KCG ClassA Common
Stock in connection

with the proposed Merger. Information about KCGs directors and
executive officers is available in KCGs proxy statement for its
2017 Annual Meeting of Stockholders, which was filed with the SEC
on March31, 2017. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to
be filed with the SEC regarding the proposed Merger when they
become available. Investors and stockholders should read the
proxy statement carefully when it becomes available before making
any investment or voting decisions.

Forward-looking Statements

Certain statements contained herein constitute forward-looking
statements within the meaning of the safe harbor provisions of
the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words such
as believe, expect, anticipate, intend, target, estimate,
continue, positions, prospects, or potential, by future
conditional verbs such as will, would, should, could or may, or
by variations of such words or similar expressions. These forward
looking statements are not historical facts and are based on
current expectations, estimates and projections about KCGs
industry, managements beliefs and certain assumptions made by
management, many of which, by their nature, are inherently
uncertain and beyond our control. Any forward-looking statement
contained herein speaks only as of the date on which it is made.
Accordingly, readers are cautioned that any such forward-looking
statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are
difficult to predict including, without limitation, risks
associated with: (i)the inability to manage trading strategy
performance and grow revenue and earnings; (ii)the receipt of
additional payments from the sale of KCG Hotspot that are subject
to certain contingencies; (iii)changes in market structure,
legislative, regulatory or financial reporting rules, including
the increased focus byCongress, federal and state regulators,
self-regulatory organizations and the media on market structure
issues, and in particular, the scrutiny of high frequency
trading, best execution, internalization, alternative trading
systems, market fragmentation, colocation, access to market data
feeds, and remuneration arrangements such as payment for order
flow and exchange fee structures; (iv)past or future changes to
KCGs organizational structure and management; (v)KCGs ability to
develop competitive new products and services in a timely manner
and the acceptance of such products and services by KCGs
customers and potential customers; (vi)KCGs ability to keep up
with technological changes; (vii)KCGs ability to effectively
identify and manage market risk, operational and technology risk,
cybersecurity risk, legal risk, liquidity risk, reputational
risk, counterparty and credit risk, international risk,
regulatory risk, and compliance risk; (viii)the cost and other
effects of material contingencies, including litigation
contingencies, and any adverse judicial, administrative or
arbitral rulings or proceedings; (ix)the effects of increased
competition and KCGs ability to maintain and expand market share;
(x)the migration of KCGs Jersey City, NJ data center operations
to other commercial data centers and colocations; (xi)the
completion of the Merger in a timely manner or at all;
(xii)obtaining required governmental approvals of the Merger on
the terms expected or on the anticipated schedule; (xiii)KCGs
stockholders failing to approve the Merger; (xiv)the parties to
the Merger Agreement failing to satisfy other conditions to the
completion of the Merger, or failing to meet expectations
regarding the timing and completion of the Merger; the occurrence
of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement; (xv)the effect of the
announcement or pendency of the Merger on KCG s business
relationships, operating results, and business generally;
(xvi)risks that the proposed Merger disrupts current

operations of KCG and potential difficulties in KCG employee
retention as a result of the Merger; risks related to diverting
managements attention from KCG s ongoing business operations;
(xvii)the outcome of any legal proceedings that may be instituted
against KCG related to the Merger Agreement or the Merger; and
(xviii)the amount of the costs, fees, expenses and other charges
related to the Merger. The list above is not exhaustive. Because
forward looking statements involve risks and uncertainties, the
actual results and performance of KCG may materially differ from
the results expressed or implied by such statements. Given these
uncertainties, readers are cautioned not to place undue reliance
on such forward-looking statements. Unless otherwise required by
law, KCG also disclaims any obligation to update its view of any
such risks or uncertainties or to announce publicly the result of
any revisions to the forward-looking statements made herein.
Readers should carefully review the risks and uncertainties
disclosed in KCGs reports with the SEC, including those detailed
in Risk Factors in Part I, Item 1A and elsewhere in the Annual
Report on Form10-K for the year ended December31, 2016, and in
other reports or documents KCG files with, or furnishes to, the
SEC from time to time.

Item9.01 Financial Statements and Exhibits

The following exhibit is filed with this report.

ExhibitNo.

Description

99.1 Press Release of KCG Holdings, Inc., issued on April 25, 2017


KCG Holdings, Inc. (NYSE:KCG) Recent Trading Information

KCG Holdings, Inc. (NYSE:KCG) closed its last trading session up +0.01 at 19.74 with 1,246,747 shares trading hands.

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