KCG Holdings, Inc. (NYSE:KCG) Files An 8-K Results of Operations and Financial Condition

Item2.02

See Item 7.01

The following information is furnished under Item 2.02, Results
of Operations and Financial Condition, Item 7.01, Regulation FD
Disclosure, and Item 9.01 Financial Statements and Exhibits. This
information, including Exhibit 99.1, shall not be deemed filed
for purposes of Section18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), or incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

On April20, 2017, KCG Holdings, Inc. (KCG) issued a press release
announcing KCGs entry into a definitive merger agreement with
Virtu Financial, Inc. (Virtu) and announcing KCGs earnings for
the first quarter of 2017. The press release did not include
certain financial statements, related footnotes and certain other
financial information relating to KCG that will be filed with the
Securities and Exchange Commission as part of KCGs Quarterly
Report on Form 10-Q. A copy of the press release is attached
hereto as Exhibit 99.1. Exhibit 99.1 is incorporated by reference
into this Current Report on Form 8-K.

See Item 7.01

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed to be solicitation
material in respect of the proposed merger between KCG and Virtu
(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.

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 Form 10-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.

(d)The following exhibit is filed with this report.

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

KCG Holdings, Inc. (NYSE:KCG) closed its last trading session 00.00 at 17.74 with 509,001 shares trading hands.