Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JEFFERIES GROUP INC /DE/
   2. Issuer Name and Ticker or Trading Symbol
KNIGHT CAPITAL GROUP, INC. [KCG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
520 MADISON AVENUE, 		 3. Date of Earliest Transaction (Month/Day/Year)
08/29/2012
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/29/2012   C(1)   65,000,032 A (1) 65,000,032 D (2)  
Class A Common Stock 08/29/2012   C(1)   16,250,008 A (1) 16,250,008 D (3)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Convertible Preferred Stock (4) 08/29/2012   C(5)     77,599 08/13/2012   (4) Series A-2 Convertible Preferred Stock 77,599 (5) 0 D (2)  
Series A-2 Convertible Preferred Stock (4) 08/29/2012   C(5)     19,400 08/13/2012   (4) Series A-1 Convertible Preferred Stock 19,400 (5) 0 D (3)  
Series A-1 Convertible Preferred Stock (4) 08/29/2012   C(5)   77,599   08/13/2012   (4) Class A Common Stock 51,732,692 (6) (5) 97,500 (2) D  
Series A-1 Convertible Preferred Stock (4) 08/29/2012   C(5)   19,400   08/13/2012   (4) Class A Common Stock 12,933,339 (5) 24,375 D (3)  
Series A-1 Convertible Preferred Stock (6) 08/29/2012   C(1)     97,500 08/13/2012   (6) Class A Common Stock 65,000,032 (1) 0 D (2)  
Series A-1 Convertible Preferred Stock (6) 08/29/2012   C(1)     24,375 08/13/2012   (6) Class A Common Stock 16,250,008 (1) 0 D (3)  

Reporting Owners

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

Signatures

 /s/ Roland T. Kelly, Assistant Secretary   08/30/2012
**Signature of Reporting Person Date
 /s/ Roland T. Kelly, MD and Associate General Counsel   08/30/2012
**Signature of Reporting Person Date
 /s/ Roland T. Kelly, Authorized Person   08/30/2012
**Signature of Reporting Person Date
 /s/ Roland T. Kelly, Assistant Secretary   08/30/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Conversion of shares of Series A-1 Convertible Preferred Stock into Class A Common Stock pursuant to Rule 16b-6 for no additional consideration.
(2) Represents shares directly held by Jefferies & Company, Inc. The Reporting Persons disclaim beneficial ownership over such shares, except to the extent of their pecuniary interests.
(3) Represents shares directly held by Jefferies High Yield Trading, LLC. The Reporting Persons disclaim beneficial ownership over such shares, except to the extent of their pecuniary interests.
(4) 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. The Series A-1 and A-2 have no expiration dates.
(5) Conversion of shares of Series A-2 Convertible Preferred Stock into Series A-1 Convertible Preferred Stock pursuant to Rule 16b-6 for no additional consideration.
(6) Shares of Series A-1 are convertible at the option of the holder into shares of Class A Common Stock at a conversion rate of 666.667 shares of Class A Common Stock for each share of Series A-1. The Series A-1 has no expiration date.

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