Interactive Brokers Group, Inc.

 

Class A Common Stock, par value $0.01 per share

 

45841N 107

 

July 28, 2017

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(1)	IBG Holdings LLC beneficially owns 2,301,060 shares of Class A common stock, which were acquired on July 28, 2017 and July 28, 2016.

(2)

Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, IBG Holdings LLC, as the sole holder of the 100 outstanding shares of the issuer’s Class B common stock, is entitled to the number of votes equal to the number of IBG LLC membership interests held by it at any given time. As of the date of this statement, IBG Holdings LLC holds 340,229,444 IBG LLC membership interests.

(3)

IBG Holdings LLC’s beneficial ownership of 2,301,060 shares of Class A common stock represents approximately 3.2% of the outstanding shares of Class A common stock and approximately 0.6% of the voting power of the issuer.  IBG Holdings LLC’s beneficial ownership of the 100 outstanding shares of the issuer’s Class B common stock entitles it to approximately 82.6% of the voting power of the issuer.  In total, IBG Holdings LLC holds approximately 83.2% of the voting power of the issuer.

(1)

Mr. Thomas Peterffy, through the ownership of his revocable trust of the voting membership interests in IBG Holdings LLC, beneficially owns 2,301,060 shares of Class A common stock, which were acquired on July 28, 2017 and July 28, 2016. Beneficial ownership for this purpose includes the ability to vote the shares and the power to sell the shares. Mr. Thomas Peterffy has no economic interest in these shares of Class A common stock. The economic interest in these shares accrues to those members of IBG Holdings LLC who redeemed their membership interests on July 28, 2017 and July 28, 2016.

(2)

Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, Mr. Thomas Peterffy, through the ownership of his revocable trust of the voting membership interest in IBG Holdings LLC, beneficially owns all of the 100 outstanding shares of the issuer’s Class B common stock and accordingly is entitled to the number of votes equal to the number of IBG LLC membership interests held by IBG Holdings LLC at any given time.  As of the date of this statement, IBG Holdings LLC holds 340,229,444 IBG LLC membership interests.

(3)

Mr. Thomas Peterffy, through the ownership of his revocable trust of the voting membership interests in IBG Holdings LLC, beneficially owns 2,301,060 shares of Class A common stock, which represents approximately 3.2% of the outstanding shares of Class A common stock and approximately 0.6% of the voting power of the issuer.  In addition, through his revocable trust’s ownership of the voting membership interests in IBG Holdings LLC, Mr. Thomas Peterffy beneficially owns all of the 100 outstanding shares of the issuer’s Class B common stock and accordingly holds approximately 82.6% of the voting power of the issuer through such ownership.  In total, Mr. Thomas Peterffy holds approximately 83.2% of the voting power of the issuer through his revocable trust’s ownership of the voting membership interests in IBG Holdings LLC.

Item 1.  Security and Issuer

The third paragraph of Item 1 is hereby amended and restated to read as follows:

Pursuant to the Amended and Restated Certificate of Incorporation of the Company (the “Restated Charter”), IBG Holdings, as the sole holder of the 100 outstanding shares of the Class B common stock, is entitled to the number of votes equal to the number of IBG LLC membership interests held by it at any given time. As of the date of this statement, IBG Holdings holds 340,229,444 IBG LLC membership interests, and, as a result, the Class B common stock held by IBG Holdings represents approximately 82.6% of the voting power of the Company. Mr. Thomas Peterffy, through his revocable trust’s ownership of the voting membership interests in IBG Holdings, beneficially owns all of the outstanding shares of the Class B common stock, which represent approximately 82.6% of the voting power of the Company.

The following paragraph is hereby added to Item 1:

On July 28, 2017, consistent with the terms of that certain Exchange Agreement entered into by and among the Company, IBG Holdings and IBG LLC and the former members of IBG LLC, previously filed as exhibit 99.3 to this Schedule 13D on May 17, 2007, as amended by that certain amendment previously filed as exhibit 10.1 to the Form 8-K filed on June 12, 2012 and as further amended by that certain amendment filed as an exhibit 10.1 to the Form 10-Q on November 9, 2015, IBG Holdings acquired 1,214,860 shares of Class A common stock from the Company in exchange for 1,214,860 membership interests owned by IBG Holdings in IBG LLC and certain tax benefit payments as described in the tax receivable agreement between IBG Holdings and the Company and previously filed as exhibit 10.3 to Form 10-Q on June 15, 2007 (the “TRA”). Such 1,214,860 shares of Class A common stock represent approximately 1.7% of the outstanding shares of Class A common stock and approximately 0.3% of the voting power of the Company. Additionally, 1,086,200 shares of Class A common stock acquired on July 28, 2016 and enrolled in the 2016 Plans were not sold pursuant to such Plans and are still owned by IBG Holdings. Mr. Thomas Peterffy, through his revocable trust’s ownership of the voting membership interests in IBG Holdings, beneficially owns such 2,301,060 shares of Class A common stock, which represent approximately 0.6% of the voting power of the Company.

Item 4.  Purpose of Transaction

Item 4 is hereby supplemented by adding the following paragraph:

On July 28, 2017, IBG Holdings acquired 1,214,860 shares of Class A common stock in exchange for 1,214,860 membership interests owned by IBG Holdings in IBG LLC and certain tax benefit payments as described in the TRA. It is intended that the shares of Class A common stock acquired by IBG Holdings will be sold in open market transactions and the proceeds used to purchase the IBG Holdings’ membership interests (or portions thereof) of certain of IBG Holdings’ members who have elected to redeem their IBG Holdings membership interests (or portion thereof). The shares to be sold will be sold in open market transactions pursuant to Rule 10b5-1 trading plans, more fully described in “Item 6—Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer” of this report.

Item 5.  Interest in Securities of the Issuer

Paragraph (b) of Item 5 is hereby amended and restated to read as follows:

(b) Rows (7) through (10) of the cover pages to the Schedule 13D/A set forth (i) the number of shares of Class A common stock as to which there is sole power to vote or direct the vote or to dispose or direct the disposition and (ii) the number of shares of Class A common stock as to which there is shared power to vote or direct the vote or to dispose or direct the disposition.

 

Paragraph (c) of Item 5 is hereby supplemented by adding the following paragraph:

On July 28, 2017, IBG Holdings acquired 1,214,860 shares of Class A common stock in exchange for 1,214,860 membership interests owned by IBG Holdings in IBG LLC and certain tax benefit payments as described in the TRA. There were no other transactions in the Class A common stock by the Reporting Persons during the last sixty days.

 

Paragraph (d) of Item 5 is hereby supplemented by adding the following paragraph:

Mr. Paul J. Brody, Chief Financial Officer and Director of the Company, is among the members of IBG Holdings who have elected to redeem a portion of their IBG Holdings membership interests in connection with the July 28, 2017 transaction and therefore has an interest in the proceeds of sale of 340,000 shares of the Class A common stock to be sold pursuant to the 2017 Plans (defined in Item 6). Certain current and former employees of the Company and its subsidiaries also elected the redemption of a portion of their membership interests in IBG Holdings and therefore have an interest in the balance of the shares to be sold under the Plans. Neither Mr. Thomas Peterffy nor his affiliates have elected to redeem any of their IBG Holdings membership interests and therefore have no interest in the proceeds of sale of the shares of Class A common stock acquired by IBG Holdings on July 28, 2017. Additionally, 1,086,200 of the shares of Class A common stock acquired on July 28, 2016 and enrolled in the 2016 Plans were not sold pursuant to such Plans. Messrs. Earl H. Nemser, Vice Chairman of the Board of the Company and Thomas A.J. Frank, Executive Vice President of the Company have an interest in the proceeds from the sale of 50,000 and 1,000,000 shares of Class A common stock, respectively, which were not sold under the 2016 Plans and have been included in the 2017 Plans – see discussion below under Item 6.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The first paragraph under subheading “Voting” of Item 6 is hereby amended and restated to read as follows:

Pursuant to the Restated Charter, IBG Holdings, as the sole holder of the 100 outstanding shares of the Class B common stock, is entitled to the number of votes equal to the number of IBG LLC membership interests held by it at any given time. Except as otherwise provided by law and the Restated Charter, the Company’s shares of Class A common stock and Class B common stock vote together as a single class. As of the date of this statement, IBG Holdings holds 340,229,444 IBG LLC membership interests, and, as a result, the Class B common stock held by IBG Holdings represents approximately 82.6% of the voting power of the Company. Such percentage voting power is anticipated to decrease over time as a result of the exchange and redemption pursuant to the Exchange Agreement. Mr. Thomas Peterffy, through his revocable trust’s ownership of the voting membership interests in IBG Holdings, beneficially owns all of the outstanding shares of the Class B common stock which represent approximately 82.6% of the voting power of the Company.

The following paragraphs are hereby added to Item 6 under the subheading “Voting”:

On July 28, 2017, IBG Holdings acquired 1,214,860 shares of Class A common stock for sale for the benefit of certain of its members who elected to redeem a portion of their IBG Holdings membership interests. The shares of Class A common stock were acquired in exchange for 1,214,860 membership interests owned by IBG Holdings in IBG LLC and represent approximately 0.3% of the voting power of the Company. We anticipate a proportional reduction in the voting power of IBG Holdings as a result of these intended sales in open market transactions of such shares pursuant to the 2017 Plans. Additionally, 1,086,200 of the shares of Class A common stock acquired on July 28, 2016 and enrolled in the 2016 Plans were not sold pursuant to such Plans and are still owned by IBG Holdings. Mr. Thomas Peterffy, through his revocable trust’s ownership of the voting membership interests in IBG Holdings, beneficially owns such 2,301,060 shares of Class A common stock, which represent approximately 0.6% of the voting power of the Company.

In the aggregate, IBG Holdings holds approximately 83.2% of the voting power of the Company. Mr. Thomas Peterffy, through his revocable trust’s ownership of the voting membership interests in IBG Holdings, holds in the aggregate approximately 83.2% of the total voting power of the Company.

The following paragraph is hereby added to Item 6:

Rule 10b5-1 Trading Plans

On July 28, 2017, IBG Holdings entered into Rule 10b5-1 trading plans (the “2017 Plans”) providing for the sale of 2,301,060 shares of Class A common stock in open market transactions, which includes the 1,214,860 shares acquired by IBG Holdings on July 28, 2017 and 1,086,200 shares that were not sold pursuant to the 2016 Plans. Under the terms of the 2017 Plans, IBG Holdings intends to sell the 2,301,060 shares of Class A common stock over time at prevailing market prices. Mr. Paul J. Brody, Chief Financial Officer and Director of the Company, has an interest in the proceeds of sale of 340,000 shares of the Class A common stock to be sold pursuant to the 2017 Plans. Messrs. Earl H. Nemser, Vice Chairman of the Board of the Company and Thomas A.J. Frank, Executive Vice President of the Company, have an interest in the proceeds from the sale of 50,000 and 1,000,000 shares of Class A common stock, respectively, which were not sold under the 2016 Plans and have been included in the 2017 Plans. The sales will occur until the earlier of the date on which all shares are sold, July 24, 2018 or the plans are terminated in accordance with their terms and Rule 10b5-1 of the Exchange Act and will be disclosed publicly in accordance with applicable securities laws, rules and regulations through appropriate filings with the Securities and Exchange Commission, as applicable. IBG Holdings and its members will have no control over the stock sales under the 2017 Plans.

 

Item 7.  Material to be Filed as Exhibits

None

 

Dated: August 1, 2017	IBG HOLDINGS LLC
	By:	/s/ Thomas Peterffy
		Name: Thomas Peterffy
		Title: Managing Member

 

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