Edgar Filing: KNIGHT CAPITAL GROUP, INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â JEFFERIES GROUP INC /DE/

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2012

3. Issuer Name and Ticker or Trading Symbol
KNIGHT CAPITAL GROUP, INC. [KCG]

(Last)

(First)

(Middle)

520 MADISON AVENUE,Â 12TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock ⁽¹⁾	1,486	I	Note ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock ⁽¹⁾	08/13/2012	Â ⁽³⁾	Class A Common Stock	13,267,340 ⁽⁴⁾	$ 1.5	D	Â
Series A-1 Convertible Preferred Stock ⁽⁵⁾	08/13/2012	Â ⁽³⁾	Class A Common Stock	3,316,668 ⁽⁶⁾	$ 1.5	D	Â
Series A-2 Convertible Preferred Stock ⁽¹⁾	08/13/2012	Â ⁽³⁾	Series A-1 Convertible Preferred Stock	80,099 ⁽⁷⁾	$ ⁽⁷⁾	D	Â
Series A-2 Convertible Preferred Stock ⁽⁵⁾	08/13/2012	Â ⁽³⁾	Series A-1 Convertible Preferred Stock	20,025 ⁽⁸⁾	$ ⁽⁸⁾	D	Â
Option - Right to Buy ⁽⁵⁾	08/02/2012	08/18/2012	Class A Common Stock	100,000 ⁽⁹⁾	$ 5	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JEFFERIES GROUP INC /DE/ 520 MADISON AVENUE 12TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
JEFFERIES & COMPANY, INC. 520 MADISON AVE. 12TH FL. NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Jefferies High Yield Trading, LLC THE METRO CENTER ONE STATION PLACE, THREE NORTH STAMFORD,Â CTÂ 06902	Â	Â X	Â	Â
Jefferies High Yield Holdings, LLC THE METRO CENTER, ONE STATION PLACE THREE NORTH STAMFORD,Â CTÂ 06902	Â	Â X	Â	Â

Signatures

/s/ Roland T. Kelly, Assistant Secretary		08/16/2012
^**Signature of Reporting Person		Date
/s/ Roland T. Kelly, Authorized Person		08/16/2012
^**Signature of Reporting Person		Date
/s/ Roland T. Kelly, Assistant Secretary		08/16/2012
^**Signature of Reporting Person		Date
/s/ Roland T. Kelly, Managing Director and Assoc. GC		08/16/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The filing of this Form 3 shall not be construed as an admission that Jefferies Group, Inc. (Group) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the Act), the beneficial owner of the shares of Class A common stock, par value $0.01 per share (Common Stock), Series A-1 Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (Series A-1), Series A-2 Non-Voting Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (Series A-2) or Call Options of Knight Capital Group, Inc. (the Issuer), held for the accounts of Jefferies & Company, Inc. (Jefferies), Jefferies High Yield Trading, LLC (Trading) or Jefferies Strategic Investments LLC (Investments). Pursuant to Rule 16a-1 under the Act, Group disclaims such beneficial ownership, except to the extent of its pecuniary interest.
(2)	These shares of Common Stock are directly owned by Investments. Group is the sole member of Investments and may be deemed to beneficially own the reported securities held for the account of Investments.
(3)	The Series A-1 and Series A-2 have no expiration dates.
(4)	Jefferies directly owns 19,901 shares of Series A-1. Shares of Series A-1 are convertible at the option of the holder into shares of Common Stock at a conversion rate of 666.667 shares of Class A Common Stock for each share of Series A-1, subject to customary anti-dilution adjustments, which equals a conversion price of approximately $1.50 per share of Class A Common Stock (the Conversion Price). If the closing price of the Class A Common Stock exceeds 200% of the Conversion Price for 60 consecutive trading days, all of the outstanding shares of Series A-1 will mandatorily convert into shares of Class A Common Stock, at the conversion rate described above.
(5)	The filing of this Form 3 shall not be construed as an admission that Group or Jefferies is or was for the purposes of Section (16)(a) of the Act, the beneficial owner of the reported securities held for the account of Trading. Jefferies has a service agreement with Trading, pursuant to which Trading has granted to Jefferies the power to vote or direct the vote, and to dispose or to direct the disposition of the reported securities held for the account of Trading and, in such capacity, may be deemed to beneficially own the reported securities held for the account of Trading. Group is the sole owner of Jefferies, and, in such capacity, may be deemed to beneficially own the reported securities held for the accounts of Jefferies and Trading. Pursuant to Rule 16a-1 under the Act, Group and Jefferies disclaim such beneficial ownership, except to the extent of their pecuniary interests.
(6)	Trading directly owns 4,975 shares of Series A-1. Shares of Series A-1 are convertible at the option of the holder into shares of Common Stock at a conversion rate of 666.667 shares of Common Stock for each share of Series A-1, subject to customary anti-dilution adjustments, which equals the Conversion Price. If the closing price of the Common Stock exceeds 200% of the Conversion Price for 60 consecutive trading days, all of the outstanding shares of Series A-1 will mandatorily convert into shares of Common Stock at the conversion rate described above.
(7)	Jefferies directly owns 80,099 shares of Series A-2. Shares of Series A-2 will be convertible at the option of the holder into shares of Series A-1 on a one-for-one basis upon delivery of a written notice of conversion and a certification that all required regulatory approvals have been obtained and all applicable waiting periods have expired, and such shares of Series A-1 would then be immediately convertible at the option of the holder into shares of Common Stock at a conversion rate as described above. If the closing price of the Common Stock exceeds 200% of the Conversion Price for 60 consecutive trading days, all of the outstanding shares of Series A-2 will mandatorily convert into shares of Common Stock at the conversion rate described above. Assuming a conversion rate of 666.667, the shares of Series A-2 Jefferies holds entitle it to receive an aggregate of 53,399,360 shares of Common Stock.
(8)	Trading directly owns 20,025 shares of Series A-2. Shares of Series A-2 will be convertible at the option of the holder into shares of Series A-1 on a one-for-one basis upon delivery of a written notice of conversion and a certification that all required regulatory approvals have been obtained and all applicable waiting periods have expired, and such shares of Series A-1 would then be immediately convertible at the option of the holder into shares of Common Stock at a conversion rate as described above. If the closing price of the Common Stock exceeds 200% of the Conversion Price for 60 consecutive trading days, all of the outstanding shares of Series A-2 will mandatorily convert into shares of Common Stock at the conversion rate described above. Assuming a conversion rate of 666.667, the shares of Series A-2 Trading holds entitle it to receive an aggregate of 13,350,007 shares of Common Stock.
(9)	These call options are directly owned by Trading. Jefferies is the sole member of the holding company of Trading and Group is the sole owner of Jefferies; Jefferies and Group therefore may be deemed to beneficially own the reported securities held for the account of Trading.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.