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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| KCG Strategic Holdings LLC |
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2. Issuer Name and Ticker or Trading Symbol
Bats Global Markets, Inc. [BATS]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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C/O KCG HOLDINGS, INC., 300 VESEY STREET |
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2016 |
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NEW YORK, NY 10282 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/17/2016 |
| S |
| 8,863,252 | D |
$31.09 (1) | 2,380,205 | D |
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| Common Stock | 11/18/2016 |
| S |
| 2,174,654 | D |
$30.35 | 205,551 | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KCG Strategic Holdings LLC
C/O KCG HOLDINGS, INC.
300 VESEY STREET
NEW YORK, NY 10282 |
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X
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KCG Holdings, Inc.
300 VESEY STREET
NEW YORK, NY 10282 |
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X
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KNIGHT CAPITAL GROUP LLC
C/O KCG HOLDINGS, INC.
300 VESEY STREET
NEW YORK, NY 10282 |
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X
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Signatures
| /s/ Robert McQueen, Deputy General Counsel & Assistant Secretary | |
11/18/2016 |
| **Signature of Reporting Person | Date |
| /s/ Robert McQueen, Deputy General Counsel & Assistant Secretary | |
11/18/2016 |
| **Signature of Reporting Person | Date |
| /s/ Robert McQueen, Deputy General Counsel & Assistant Secretary | |
11/18/2016 |
| **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) | The reporting person, a wholly owned subsidiary of KCG Holdings, Inc., a Delaware corporation ("KCG") sold the shares of Common Stock at a price per share equal to $31.09, the closing stock price of such shares on the Bats BZX Exchange on November 16, 2016, to an affiliate of General Atlantic, LLC ("General Atlantic") in exchange for 18,709,027 shares of common stock of KCG and 8,094,683 warrants to purchase shares of common stock of KCG held by General Atlantic. The transaction is expected to close by the end of November 2016, except that a portion of the transaction involving the sale by the reporting person of 47,716 shares of Common Stock will be settled in early January 2017. |
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.
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