Blackstone Inc. — Director's Dealing 2013

May 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KNIGHT CAPITAL GROUP, INC. (KCG)
CIK: 0001060749
Period of Report: 2013-02-28

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Class A Common Stock	C	56502694	—	Acquired	56502694	Indirect
2013-02-28	Class A Common Stock	C	28666	—	Acquired	28666	Indirect
2013-02-28	Class A Common Stock	C	344000	—	Acquired	344000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Series A-1 Cumulative Perpetual Convertible Preferred Stock	$	C	84754	Disposed		Class A Common Stock (56502694)	Indirect
2013-02-28	Series A-1 Cumulative Perpetual Convertible Preferred Stock	$	C	43	Disposed		Class A Common Stock (28666)	Indirect
2013-02-28	Series A-1 Cumulative Perpetual Convertible Preferred Stock	$	C	516	Disposed		Class A Common Stock (344000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (35461)	35461	Indirect

Footnotes

F1: Mandatory conversion for no additional consideration, pursuant to the Certificate of Designations (the "Certificate of Designations") applicable to the Series A-1 Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A-1 Preferred Stock"), the Series A-1 Preferred Stock into the Issuer's Class A Common Stock, par value $0.01 per share (the "Common Stock").

F2: Shares of Series A-1 Preferred Stock were convertible in accordance with the terms thereof at an initial conversion rate of 666.667 shares of Common Stock per $1,000 of stated value of Series A-1 Preferred Stock (subject to certain adjustments). In addition, if the closing price of the Common Stock exceeded 200% of the then applicable conversion price for 60 consecutive trading days, all of the outstanding shares of Series A-1 Preferred Stock would mandatorily convert into shares of Common Stock at a ratio of 666.667 shares of Common Stock for each share of Series A-1 Preferred Stock (subject to certain adjustments), which reflects an approximate initial conversion price of $1.50 per share of Common Stock. All Series A-1 Preferred Stock mandatorily converted on February 28, 2013.

F3: Represents securities directly held by Blackstone Capital Partners VI L.P.

F4: Represents securities directly held by Blackstone Family Investment Partnership VI L.P.

F5: 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").

F6: 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.

F7: 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.

F8: Restricted stock units granted to Blackstone Management Partners L.L.C. pursuant to the Knight Capital Group, Inc. 2010 Equity Incentive Plan in connection with Martin Brand's service on the board of directors of the Issuer. The restricted stock units vest on August 27, 2016 or upon earlier retirement by Mr. Brand and will be settled upon vesting. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F9: The Blackstone Group, L.P., Blackstone Group Management L.L.C. and Mr. Schwarzman may be deemed to indirectly control Blackstone Management Partners L.L.C.

F10: 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.

F11: Each of the Reporting Persons, other than the Blackstone Funds to the extent of their direct holdings, disclaims beneficial ownership of such Common 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.