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Filing Details

Accession Number:: 0001181431-12-046743
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-21 15:18:33
Reporting Period:: 2012-08-17

Filing Date:: 2012-08-21
Accepted Time:: 2012-08-21 15:18:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1060749	Knight Capital Group Inc.	KCG	Security Brokers, Dealers & Flotation Companies (6211)	223689303

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1070844	A Stephen Schwarzman	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No
1393818	L.p. Group Blackstone	C/O The Blackstone Group 345 Park Avenue New York NY 10154	No	No	Yes	No
1404071	L.l.c. Management Group Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No
1404073	L.p. Iii Holdings Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No
1478809	L.p. Gp Iii Holdings Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No
1478815	L.l.c. Management Gp Iii Holdings Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A-2 Non-Voting Cumulative Perpetual Conv Pref Stock	Disposition	2012-08-17	1,741	$1,500.00	67,888	No	4	S	Indirect	(See Footnotes)
Series A-2 Non-Voting Cumulative Perpetual Conv Pref Stock	Disposition	2012-08-17	1	$1,500.00	35	No	4	S	Indirect	(See Footnotes)
Series A-2 Non-Voting Cumulative Perpetual Conv Pref Stock	Disposition	2012-08-17	10	$1,500.00	414	No	4	S	Indirect	(See Footnotes)

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	(See Footnotes)
No	4	S	Indirect	(See Footnotes)
No	4	S	Indirect	(See Footnotes)

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Series A-1 Cumulative Perpetual Convertible Preferred Stock	Disposition	2012-08-17	432	$1,500.00	288,000	$0.00
Class A Common Stock	Series A-1 Cumulative Perpetual Convertible Preferred Stock	Disposition	2012-08-17	3	$1,500.00	2,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
16,866			No	4	S	Indirect
102			No	4	S	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Series A-1 Cumulative Perpetual Convertible Preferred Stock	$0.00			5,333	8	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	5,333	8	Indirect

Footnotes

Following the reported transactions, Blackstone Funds (as defined below) beneficially own, in the aggregate, 16,976 shares of Series A-1 Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A-1 Preferred Stock") (convertible in accordance with the terms thereof at an initial conversion rate of 666.667 shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), per $1,000 of stated value of Series A-1 Preferred Stock, equal to an equivalent conversion price of $1.50 per share, into approximately 11,317,338 shares of Class A Common Stock, subject to certain adjustments), and 68,337 shares of Series A-2 Non-Voting Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A-2 Preferred Stock," and, with the Series A-1 Preferred Stock, the "Preferred Stock") (Continued in footnote 2)
(convertible in accordance with the terms thereof, upon the occurrence of certain regulatory approvals, on a one-for-one basis into Series A-1 Preferred Stock or, at an initial conversion rate of 666.667 shares of Class A Common Stock per $1,000 of stated value of Series A-2 Preferred Stock, equal to an equivalent conversion price of $1.50 per share, into approximately 45,558,022 shares of Class A Common Stock, subject to certain adjustments). For further information on the events that trigger conversions and other details regarding the conversions, see the terms of the Certificate of Designations of Preferences and Rights of the Series A-1 Cumulative Perpetual Convertible Preferred Stock and Series A-2 Non-Voting Cumulative Perpetual Convertible Preferred Stock of Knight Capital Group, Inc. (attached as Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission by the Issuer on August 6, 2012).
Represents securities directly held by Blackstone Capital Partners VI L.P.
Represents securities directly held by Blackstone Family Investment Partnership VI L.P.
Represents securities directly held by Blackstone Family Investment Partnership VI ESC L.P. (collectively, with Blackstone Capital Partners VI L.P. and Blackstone Family Investment Partnership VI L.P., the "Blackstone Funds").
Blackstone Management Associates VI L.L.C. is the general partner of Blackstone Capital Partners VI L.P. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. BCP VI Side-By-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership VI L.P. and Blackstone Family Investment Partnership VI ESC L.P.
Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA VI L.L.C. and the sole member of BCP VI Side-By-Side GP L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Due to the limitations of the electronic filing system, Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI L.P., Blackstone Family Investment Partnership VI ESC L.P., Blackstone Management Associates VI L.L.C., BMA VI L.L.C. and BCP VI Side-By-Side GP L.L.C. are filing a separate Form 4.
Each of the Reporting Persons, other than the Blackstone Funds to the extent of their direct holdings, disclaims beneficial ownership of such Preferred Stock, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, including the Blackstone Funds, states that the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.