Blackstone Inc. — Director's Dealing 2012

Aug 16, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KNIGHT CAPITAL GROUP, INC. (KCG)
CIK: 0001060749
Period of Report: 2012-08-06

Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Series A-2 Non-Voting Cumulative Perpetual Conv Pref Stock	69629	Indirect
Series A-2 Non-Voting Cumulative Perpetual Conv Pref Stock	36	Indirect
Series A-2 Non-Voting Cumulative Perpetual Conv Pref Stock	424	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Cumulative Perpetual Convertible Preferred Stock	$		Class A Common Stock (11532005)		Indirect
Series A-1 Cumulative Perpetual Convertible Preferred Stock	$		Class A Common Stock (5333)		Indirect
Series A-1 Cumulative Perpetual Convertible Preferred Stock	$		Class A Common Stock (70000)		Indirect

Footnotes

F1: The Blackstone Funds (as defined below) beneficially own, in the aggregate, 17,411 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 11,607,339 shares of Class A Common Stock, subject to certain adjustments), and 70,089 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)

F2: (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 46,726,023 shares of Class A Common Stock, subject to certain adjustments). There is no expiration date. 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).

F3: Represents shares of Series A-2 Preferred Stock directly held by Blackstone Capital Partners VI L.P.

F4: Represents shares of Series A-2 Preferred Stock directly held by Blackstone Family Investment Partnership VI L.P.

F5: Represents shares of Series A-2 Preferred Stock directly held by Blackstone Family Investment Partnership VI ESC L.P.

F6: Represents 17,298 shares of Series A-1 Preferred Stock directly held by Blackstone Capital Partners VI L.P.

F7: Represents 8 shares of Series A-1 Preferred Stock directly held by Blackstone Family Investment Partnership VI L.P.

F8: Represents 105 shares of Series A-1 Preferred Stock 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").

F9: 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.

F10: 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.

F11: 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 3.

F12: 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.