Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Schuler Stephen	2. Issuer Name and Ticker or Trading Symbol KCG Holdings, Inc. [ KCG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) KCG HOLDINGS, INC., 545 WASHINGTON BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 4/26/2016
(Street) JERSEY CITY, NJ 07310 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Class A Warrants	(1) (2)	4/26/2016		D		997973		7/1/2013	(2)	Class A Common Stock	997973	$2.17	0	I	See Footnote   (3)
Class B Warrants	(1) (4)	4/26/2016		D		985529		7/1/2013	(4)	Class A Common Stock	985529	$2.17	0	I	See Footnote   (3)
Class C Warrants	(1) (5)	4/26/2016		D		985529		7/1/2013	(5)	Class A Common Stock	985529	$2.17	0	I	See Footnote   (3)

Explanation of Responses:
( 1)	The exercise price of each of the Class A, Class B and Class C Warrants was adjusted on June 9, 2015, in accordance with the terms of the warrant agreement governing the warrants, in connection with the Issuer's "modified Dutch auction" tender offer.
( 2)	The Class A Warrants had an exercise price of $11.70 per warrant and expired on July 1, 2017.
( 3)	The reported securities were held by Serenity Investments, LLC, a limited liability company organized under the laws of the state of Alaska ("Serenity"). The reporting person and his wife separately hold equity interests in Serenity that together represent a controlling interest in Serenity. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
( 4)	The Class B Warrants had an exercise price of $13.16 per warrant and expired on July 1, 2018.
( 5)	The Class C Warrants had an exercise price of $14.63 per warrant and expired on July 1, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schuler Stephen KCG HOLDINGS, INC. 545 WASHINGTON BOULEVARD JERSEY CITY, NJ 07310	X

Signatures
/s/ Robert McQueen as attorney-in-fact for Stephen Schuler		4/28/2016
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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