SEC Form SC 13D/A filed by Interactive Brokers Group Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Authorized to Receive Notices and Communications)
1
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NAMES OF REPORTING PERSONS
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IBG Holdings LLC
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I.R.S. Identification No. 35-2296543
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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316,609,102 (1)
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8
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SHARED VOTING POWER
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Not applicable
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9
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SOLE DISPOSITIVE POWER
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Not applicable
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10
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SHARED DISPOSITIVE POWER
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Not applicable
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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316,609,102 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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75.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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(1)
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Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, IBG Holdings LLC, as the sole holder of the 100 outstanding shares of the issuer’s Class B Common Stock, is entitled to the
number of votes equal to the number of IBG LLC membership interests held by it at any given time. As of the date of this statement, IBG Holdings LLC holds 316,609,102 IBG LLC membership interests.
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1
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NAMES OF REPORTING PERSONS
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Thomas Peterffy
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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2,663,792 (1)
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316,609,102 (2) | |||||
8
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SHARED VOTING POWER
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Not applicable
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9
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SOLE DISPOSITIVE POWER
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2,663,792 (1)
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10
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SHARED DISPOSITIVE POWER
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Not applicable
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,663,792(1)
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316,609,102 (2) | |||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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76.1% (3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Mr. Thomas Peterffy redeemed 1,000,000 shares in IBG Holdings LLC on August 1, 2022, as more particularly described in in the prospectus supplement filed on Form 424b5 (File No. 333-240121) (the “Prospectus
Supplement”) with the Securities and Exchange Commission (“SEC”) on August 1, 2022. In the redemption transaction, IBG Holdings LLC acquired 1,000,000 shares of the Class A Common Stock from the issuer and these 1,000,000 shares were
distributed in-kind to Mr. Peterffy in partial redemption of his interest. Mr. Peterffy previously owned 1,587,511 shares of the issuer’s Class A Common Stock.
Mr. Peterffy is the Chairman and President of Balance for Freedom, a private non-operating foundation established by Mr. Peterffy. The foundation owns 76,281 shares of the issuer’s Class A Common Stock.
Although Mr. Peterffy may control the voting and disposition of these shares, he has no beneficial ownership in the shares.
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(2)
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Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, Mr. Thomas Peterffy, through the ownership of his revocable trust of the voting membership interest in IBG Holdings LLC, beneficially owns all of the 100 outstanding shares of the issuer’s Class B Common Stock and accordingly is entitled to the number of votes equal to the number of IBG LLC membership interests held by IBG Holdings LLC at any given time. As of the date of this statement, IBG Holdings LLC holds 316,609,102 IBG LLC membership interests. |
(3)
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As described above, Mr. Thomas Peterffy acquired 1,000,000 shares of issuer’s Class A Common Stock on August 1, 2022. Together with his previously owned shares and foundation shares over which he has voting
control, these shares represent approximately 2.6% of the outstanding shares of Class A Common Stock and approximately 0.6% voting power of the issuer. In addition, through his revocable trust’s indirect ownership of the voting
membership interests in IBG Holdings LLC, Mr. Thomas Peterffy beneficially owns all of the 100 outstanding shares of the issuer’s Class B Common Stock and accordingly holds approximately 75.5% of the voting power of the issuer through
such ownership and he controls voting shares through his private foundation. In total, Mr. Thomas Peterffy holds approximately 76.1% of the voting power of the issuer.
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•
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Thomas Peterffy, Chairman and Founder (1,000,000) – indirect through his revocable trust
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•
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Thomas Peterffy, Chairman and Founder (1,000,000) – indirect through his revocable trust
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Dated: August 4, 2022 | IBG HOLDINGS LLC | ||
By: | /s/ Thomas Peterffy | ||
Name: Thomas Peterffy | |||
Title: Managing Member |
Dated: August 4, 2022 | |||
/s/ Thomas Peterffy | |||
Thomas Peterffy |