Form SC 13D/A KCG Holdings, Inc. Filed by: Daniel V. Tierney 2011 Trust

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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KCG Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par�value $0.01 per share

(Title of Class of Securities)

48244B 100

(CUSIP Number)

Emma Cuadrado

Wicklow Capital, Inc.

53 W. Jackson Boulevard, Suite 1204

Chicago, Illinois

(312) 360-1377

with a copy to:

John P. Kelsh

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

(312) 853-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2, 2015

(Date of Event which Requires Filing of this Statement)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ��240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.���

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*	The remainder of this cover page shall be filled out for a reporting person�s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be �filed� for the purpose of Section 18 of the Securities Exchange Act of 1934 (�Act�) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP��No. 48244B 100

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��1.�		Name of Reporting Person: � Daniel V. Tierney 2011 Trust
��2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)�����������(b)��� �
��3.		SEC Use Only �
��4.		Source of Funds (See Instructions) � OO (See Item 3)
��5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)��� �
��6.		Citizenship or Place of Organization � Illinois
Number�of Shares Beneficially Owned�by Each Reporting Person With �				��7.�		Sole Voting Power � 0
				��8.		Shared Voting Power � 13,900,563 (1)(2)
				��9.		Sole Dispositive Power � 0
				10.		Shared Dispositive Power � 13,900,563 (1)(2)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person � 13,900,563 (1)(2)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)��� �
13.		Percent of Class Represented by Amount in Row (11) � 11.4% (3)
14.		Type of Reporting Person (See Instructions) � OO

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(1)	Represents (i) 9,187,614 shares of Class A common stock, par value $0.01 per share (�Class A Common Shares�) of KCG Holdings, Inc., a Delaware corporation (�KCG Holdings�), and (ii) 4,712,949 Class A Common Shares that are issuable upon the exercise of warrants (�Warrant Shares�).

(2)

All of the Class A Common Shares and Warrant Shares reported in the table above are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado is the trustee of the trust and has sole voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days.

(3)	Calculated based on a total of 121,754,228 Class A Common Shares outstanding, which consists of (i) an estimated 117,041,279 Class�A Common Shares outstanding as of November 6, 2014, according to information filed by KCG Holdings on November�10, 2014, and (ii) 4,712,949 Warrant Shares.

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CUSIP��No. 48244B 100

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��1.�		Name of Reporting Person: � Daniel V. Tierney
��2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)�����������(b)��� �
��3.		SEC Use Only �
��4.		Source of Funds (See Instructions) � OO (See Item 3)
��5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)��� �
��6.		Citizenship or Place of Organization � United States
Number�of Shares Beneficially Owned�by Each Reporting Person With �				��7.�		Sole Voting Power � 0
				��8.		Shared Voting Power � 13,907,784 (1)(2)
				��9.		Sole Dispositive Power � 0
				10.		Shared Dispositive Power � 13,907,784 (1)(2)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person � 13,907,784 (1)(2)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)��� �
13.		Percent of Class Represented by Amount in Row (11) � 11.4% (3)
14.		Type of Reporting Person (See Instructions) � IN

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(1)	Represents (i) 9,187,614 Class A Common Shares held by the Daniel V. Tierney 2011 Trust, (ii) 4,712,949 Warrant Shares held by the Daniel V. Tierney 2011 Trust and (iii) 7,221 Class A Common Shares held by Daniel V. Tierney.

(2)

9,187,614 Class A Common Shares and 4,712,949 Warrant Shares reported in the table above are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado is the trustee of the trust and has sole voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(3)	Calculated based on a total of 121,754,228 Class A Common Shares outstanding, which consists of (i) an estimated 117,041,279 Class�A Common Shares outstanding as of November 6, 2014, according to information filed by KCG Holdings on November�10, 2014, and (ii) 4,712,949 Warrant Shares.

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CUSIP��No. 48244B 100

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��1.�		Name of Reporting Person: � Emma Cuadrado
��2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)�����������(b)��� �
��3.		SEC Use Only �
��4.		Source of Funds (See Instructions) � OO (See Item 3)
��5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)��� �
��6.		Citizenship or Place of Organization � United States
Number�of Shares Beneficially Owned�by Each Reporting Person With �				��7.�		Sole Voting Power � 0
				��8.		Shared Voting Power � 13,900,563 (1)(2)
				��9.		Sole Dispositive Power � 0
				10.		Shared Dispositive Power � 13,900,563 (1)(2)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person � 13,900,563 (1)(2)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)��� �
13.		Percent of Class Represented by Amount in Row (11) � 11.4% (3)
14.		Type of Reporting Person (See Instructions) � IN

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(1)	Represents (i) 9,187,614 Class A Common Shares and (ii) 4,712,949 Warrant Shares.

(2)

All of the Class A Common Shares and Warrant Shares reported in the table above are directly held by the Daniel V. Tierney 2011 Trust. Emma Cuadrado is the trustee of the trust and has sole voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that she is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(3)	Calculated based on a total of 121,754,228 Class A Common Shares outstanding, which consists of (i) an estimated 117,041,279 Class�A Common Shares outstanding as of November 6, 2014, according to information filed by KCG Holdings on November�10, 2014, and (ii) 4,712,949 Warrant Shares.

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Introduction

This Amendment No.�5 (this �Amendment No.�5�) amends Amendment No.�4 dated March�3, 2014 (�Amendment No.�4�), Amendment No.�3 dated February�3, 2014 (�Amendment No.�3�), Amendment No.�2 dated January�13, 2014 (�Amendment No.�2�) and Amendment No.�1 dated October�31, 2013 (�Amendment No.�1�) to the statement on Schedule 13D dated July�1, 2013 (the �Original Statement� and, together with Amendment No.�1, Amendment No.�2, Amendment No.�3, Amendment No.�4 and this Amendment No.�5, this �Schedule 13D�) relating to the Class�A common stock, par value $0.01 per share (the �Class A Common Shares�), of KCG Holdings, Inc., a Delaware corporation (�KCG Holdings�). Except as specifically provided herein, this Amendment No.�5 does not modify any of the information previously reported in the Original Statement. Any capitalized terms used in this Amendment No.�5 and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Statement.

This Amendment No.�5 reflects transactions and developments through the date hereof relating to the Reporting Persons� holdings of Class�A Common Shares. In particular, this Amendment No.�5 is being filed to reflect the entry into a plan intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the �Exchange Act�).

Item�1. Security and Issuer.

There has been no change to the information disclosed in Item�1 of the Original Statement.

Item�2. Identity and Background.

On January�7, 2015, John R. Flynn resigned as a trustee of the Daniel V. Tierney 2011 Trust. Accordingly, Item�2 of the Original Statement is hereby amended to remove John R. Flynn as a Reporting Person.

Item�3. Source and Amount of Funds or Other Consideration.

There has been no change to the information disclosed in Item�3 of the Original Statement.

Item�4. Purpose of Transaction.

On February�2, 2015, the Daniel V. Tierney 2011 Trust entered into a sales plan, effective as of March�3, 2015 (the �Sales Plan�), with J.P. Morgan Securities LLC (the �Broker�) pursuant to which the Broker is authorized and directed to sell on behalf of the Daniel V. Tierney 2011 Trust up to 3,000,000 Class�A Common Shares through February�29, 2016, subject to satisfaction of certain conditions, including, among others, the trading price of the Class�A Common Shares. All transactions under the Sales Plan are to be made in accordance with the terms and conditions of the Sales Plan, and no Reporting Person will have any control, influence or authority over transactions made pursuant to the Sales Plan. The form of the Sales Plan is being filed as an exhibit hereto and the foregoing description of the Sales Plan is qualified in its entirety by reference thereto.

Except as disclosed in this Item�4, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j)�of Item�4 of Schedule 13D.

Item�5. Interest in Securities of the Issuer.

Item�5 of the Original Statement is hereby amended and restated in its entirety as follows:

(a) - (b)�With respect to the Daniel V. Tierney 2011 Trust, Daniel V. Tierney and Emma Cuadrado, this Schedule 13D relates to the beneficial ownership of 13,900,563 Class�A Common Shares, which include (i)�9,187,614 Class�A Common Shares and (ii)�4,712,949 Warrant Shares. Such shares represent 11.4% of the outstanding Class�A Common Shares (based on a total of 121,754,228 Class�A Common Shares outstanding, which consists of (i)�an estimated 117,041,279 Class�A Common Shares outstanding as of November�6, 2014, according to information filed by KCG Holdings on November�10, 2014, and (ii)�4,712,949 Warrant Shares). All of these Class�A Common Shares and Warrant Shares are directly held by the trust. Emma Cuadrado is the trustee of the trust and

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has sole voting and dispositive power over the securities held by the trust. Daniel V. Tierney is the settlor and sole beneficiary of the trust. Daniel V. Tierney does not have or share voting or dispositive power over the securities held by the trust, but does have the power to revoke the trust and acquire beneficial ownership of such securities within 60 days. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Daniel V. Tierney or Emma Cuadrado that such Reporting Person is the beneficial owner of any such securities for purposes of Section�13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Solely with respect to Daniel V. Tierney, this Schedule 13D also relates to the beneficial ownership of an additional 7,221 Class�A Common Shares. Together with the 13,900,563 shares described in the preceding paragraph, these shares represent 11.4% of the outstanding Class�A Common Shares (based on a total of 121,754,228 Class�A Common Shares outstanding, which consists of (i)�an estimated 117,041,279 Class�A Common Shares outstanding as of November�6, 2014, according to information filed by KCG Holdings on November�10, 2014, and (ii)�4,712,949 Warrant Shares).

(c) As described in Item�4 of this Amendment No.�5, the Daniel V. Tierney 2011 Trust entered into the Sales Plan on February�2, 2015 with respect to 3,000,000 Class�A Common Shares. See Item�4 above for a description of such plan, which is incorporated herein by reference. No Reporting Person has effected any other transaction in the Class�A Common Shares or Warrant Shares during the past 60 days.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class�A Common Shares or Warrant Shares covered by this Schedule 13D.

(e) Not applicable.

Item�6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item�6 of the Original Statement is hereby amended and supplemented as follows:

See Item�4 of this Amendment No.�5 for a description of the Sales Plan, which is incorporated herein by reference. No Reporting Person has any other contracts, arrangements, understandings or relationships with respect to any securities of KCG Holdings.

Item�7. Material to Be Filed as Exhibits.

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Exhibit Number	��	Description of Exhibits
99.1	��	Form of Sales Plan dated February 2, 2015 between the Daniel V. Tierney 2011 Trust and J.P. Morgan Securities LLC

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Date: February�3, 2015		DANIEL V. TIERNEY 2011 TRUST
		By /s/ Emma Cuadrado
		Name: Emma Cuadrado
		Title: Trustee
Date: February 3, 2015		/s/ Daniel V. Tierney
		DANIEL V. TIERNEY
Date: February 3, 2015		/s/ Emma Cuadrado
		EMMA CUADRADO

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INDEX OF EXHIBITS

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Exhibit Number	��	Description of Exhibits
99.1	��	Form of Sales Plan dated February 2, 2015 between the Daniel V. Tierney 2011 Trust and J.P. Morgan Securities LLC

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Exhibit 99.1

Sales Plan

Sales Plan, adopted February�2, 2015 (the �Sales Plan�), between the Daniel V. Tierney 2011 Trust (�Seller�) and J.P. Morgan Securities LLC (�JPMS�). The purpose of this Sales Plan is to achieve the investment objectives of broader diversification of investments, while reducing the risk of over concentration in a particular investment.

RECITALS

WHEREAS, the Seller desires to establish this Sales Plan to sell shares of common stock (the �Stock�) of KCG Holdings, Inc. (the �Issuer�); and

WHEREAS, the Seller desires to sell a total of 3,000,000 shares of Stock (the �Total Plan Shares�), and

WHEREAS, the Seller desires to engage JPMS to effect sales of shares of Stock in accordance with this Sales Plan.

NOW, THEREFORE, the Seller and JPMS hereby agree as follows:

A. IMPLEMENTATION OF THE SALES PLAN

1. JPMS shall effect sales (each a �Sale�) of shares of Stock only on days on which the New York Stock Exchange (the �Exchange�) is open and the Stock trades regular way on the Exchange, pursuant to the specific instructions specified on Schedule A.

2. Seller acknowledges and agrees that JPMS will handle the above order on a best efforts basis. In the event any limit prices of orders are away from the prevailing market prices at any time, there can be no assurance that such orders will be executed in whole or in part. Seller agrees that all orders may be partially executed and will not be treated as an all or none order. JPMS may effect sales of Stock which may coincide with sales of Stock by other accounts held with JPMS including, but not limited to, sales made pursuant to other sales plans with JPMS. In such instances, JPMS will make allocations in a manner believed by JPMS to be equitable to each client. JPMS may aggregate sales of Stock under this Sales Plan with sales of the Stock by other JPMS accounts.

3. Seller agrees to deposit 3,000,000 shares of Stock into the JPMorgan Chase Bank, N.A. Asset Custody Account or JPMS Margin Brokerage Account (each, an �Account�). JPMS reserves the right to suspend or cancel this Sales Plan prior to the first Sale if the shares of Stock have not been deposited into an Account for any reason. JPMS shall withdraw Stock from the Seller�s Account in order to effect sales of Stock under this Sales Plan. If on any day that sales are to be made under this Sales Plan the number of shares of Stock in the Seller�s Account is less than the number of shares to be

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sold on such day, then JPMS shall notify Seller promptly of such deficiency, and Seller agrees to promptly deposit into the Account the number of shares of Stock necessary to eliminate such deficiency.

4. Seller agrees not to remove or transfer shares of Stock out of the Account in any manner that would cause an alteration of, or deviation from, the terms of this Sales Plan.

5. To the extent that any Stock remains in the Seller�s Account upon termination of this Sales Plan, JPMS agrees to return any such Stock for which JPMS had restrictions removed for the purpose of this Sales Plan promptly to the Issuer�s transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller.

6. JPMS will deduct its reasonable and customary commissions from the proceeds of sales of Stock under this Sales Plan, together with any other expenses incurred by JPMS in connection with such sales.

7. The Total Plan Shares, the shares to be sold on a particular day, and the limit prices, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the term of this Sales Plan.

8. Subject to Paragraph F.5, this Sales Plan shall become effective on March�3, 2015 (�Effective Date�), and shall terminate on the earlier of (a)�the close of business on February�29, 2016; (b)�the date on which the Total Plan Shares have been sold; (c)�the date this Sales Plan is terminated pursuant to Section E; (d)�the date on which the unit of JPMS responsible for executing sales of Stock pursuant to this Sales Plan receives notice or otherwise becomes aware of (i)�the closing of a tender or exchange offer with respect to the Stock or of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock is to be exchanged or converted into shares of another company or for other consideration; (ii)�the revocation of the Seller�s trust; or (iii)�the commencement or impending commencement of any proceedings in respect of or triggered by Seller�s bankruptcy or insolvency.

9. Seller acknowledges and agrees that it does not have authority, influence or control over any sales of Stock effected by JPMS pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales. JPMS agrees not to seek advice from Seller with respect to the manner in which it effects sales under this Sales Plan. JPMS shall execute the trades in such a way as to attempt to minimize the negative price impact on the market and to attempt to maximize the prices obtained for the shares sold.�JPMS may use its discretion in how to work the order to attempt to achieve the best execution above the minimum price per share, but at no time will the Seller communicate to JPMS any instructions on how to execute the order.

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10. Seller will be notified of all transactions pursuant to customary trade confirmations that are provided in the normal course of business. In addition, JPMS will notify both the Issuer and the Seller via email of each transaction pursuant to this Sales Plan no later than one business day after the trading date of such transaction.

11. Seller understands that JPMS may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to JPMS, an insufficient number of shares of Stock being in the Account, JPMS having received written confirmation from the Issuer that the Issuer has not complied with the reporting requirements of Section�13 or 15(d) of the Securities Exchange Act of 1934 (the �Exchange Act�) that are a condition to complying with Rule 144 or 145 under the Securities Act of 1933 (the �Securities Act�), or a pending sale under this Sales Plan causing Seller to exceed any applicable volume limitations of Rule 144 or 145 under the Securities Act. If any sale cannot be executed as required by Paragraph A.1 due to: (a)�Issuer not complying with the reporting requirements of Section�13 or 15(d) of the Exchange Act that are a condition to complying with Rule 144 or 145 under the Securities Act, JPMS will carry over any unsold shares to be sold in whole or in increments pursuant to the terms of Schedule A as and when the Issuer has provided written confirmation to JPMS that the Issuer is currently compliant with such reporting requirements; (b)�the applicable volume limitations of Rule 144 or 145 under the Securities Act, then JPMS will recalculate the volume limitations on a weekly basis and carry over any unsold shares to be sold in whole or in increments pursuant to the terms of Schedule A as and when the volume limitations permit; or (c)�a market disruption, a legal, regulatory or contractual restriction applicable to JPMS or any other such event, such sale shall be cancelled and shall not be effected pursuant to this Sales Plan, and, notwithstanding any language to the contrary herein, there shall be no carryover associated with such cancelled sale other than as set forth in Schedule A.

12. It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

13. In the event that it is necessary for JPMS to borrow or purchase shares of Stock in order to complete any sale on behalf of Seller pursuant to this sales Plan, Seller authorizes JPMS to borrow or purchase such shares and agrees to be responsible for any expense or loss which JPMS may sustain relating to such borrowing or purchase, including any expense or loss JPMS may sustain as a result of its inability to borrow or purchase shares of Stock to complete its delivery obligation.

B. RULES 144 AND 145

The following three paragraphs shall only apply to Sellers who are subject to Rules 144 and 145.

1. JPMS agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 or 145 under the Securities Act, and in no event shall JPMS

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effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming JPMS�s sales under this Sales Plan and those notified to JPMS pursuant to Paragraph B.3 are the only sales subject to that limitation. JPMS will be responsible for completing and filing on behalf of the Seller the required Form 144s that Seller shall execute and provide, as requested by JPMS. Seller understands and agrees that JPMS shall make one Form 144 filing at the start of each three-month period with the initial filing made on the date on which the first order to sell Stock is placed hereunder.

2. Each such Form 144 shall state in the �Remarks� section that the sales thereunder are being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c), shall include the date the Seller adopted this Sales Plan and shall indicate that the representation regarding the Seller�s knowledge of material information speaks as of the adoption date of this Sales Plan.

3. Seller agrees not to take any action that would cause the sales not to comply with Rule 144 or 145, and Seller agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e)�of Rule 144 to take any action that would cause the sales not to comply with Rules 144 or 145. Seller will provide notice of any such transactions during the three months preceding the date hereof and may not enter into any other selling program or transaction without the prior consent of JPMS.

C. REPRESENTATIONS AND AGREEMENTS OF SELLER

1. Seller represents and warrants that as of the time of execution of, and entering into, this Sales Plan: (a)�to the best of Seller�s knowledge there is no blackout period (as defined in 17 C.F.R. Section�245.100(b), a �Blackout Period�) in effect for Issuer, (b)�the Seller is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) or of the actual or approximate beginning or ending dates of a Blackout Period for Issuer, and (c)�the Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other applicable securities laws.

2. At the time of Seller�s execution of this Sales Plan, Seller has not entered into or altered a corresponding or hedging transaction with respect to the Total Plan Shares. Seller agrees not to enter into any such transaction while this Sales Plan remains in effect.

3. Seller agrees to make all filings, if any, required under and monitor its own compliance with Sections 13(d), 13(g) and 16 of the Exchange Act.

4. Except as provided in Paragraph B.1, Seller acknowledges and agrees that JPMS has no duty to determine whether Seller has violated Rules 144 or 145 under the Securities Act, or Sections 13(d), 13(g) or 16 of the Exchange Act or the rules adopted by the Securities and Exchange Commission thereunder. Seller understands that this Sales Plan in no way alters its obligations and responsibilities under Section�16, including those prohibitions against short swing profits.

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5. Seller understands that there may be specific state law restrictions or limitations applicable to this Sales Plan. Seller acknowledges and agrees that JPMS has not provided Seller with any tax, accounting or legal advice. Seller understands that it should seek the advice of counsel regarding this Sales Plan and the various securities and tax law issues related thereto.

6. Seller agrees to notify JPMS immediately in the event of trading restrictions being imposed as the result of any lock-up event restricting sales by affiliates, such as a stock offering or tender offer.

7. Seller represents and warrants that it is able to sell shares of Stock, as contemplated by this Sales Plan, in accordance with the Issuer�s insider trading policies and Seller has obtained the acknowledgement of the Issuer to enter into this Sales Plan. Seller further represents and warrants that the Stock is not subject to any liens, security interests or other impediments to transfer (except for limitations imposed by Rules 144 or 145, if applicable).

D. INDEMNIFICATION AND LIMITATION ON LIABILITY

1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS�s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller�s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person.

2. Notwithstanding any other provision hereof, neither JPMS nor Seller shall be liable to the other and its directors, officers, employees and affiliates for: (a)�special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b)�any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as �acts of God�.

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E. SUSPENSION, TERMINATION AND AMENDMENT

1. This Sales Plan may be (a)�suspended by Issuer at any time upon three business days� prior written notice or (b)�terminated by Seller at any time upon three business days� prior written notice. Any such suspension or termination shall be made in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws. JPMS will require certain representations from Seller and acknowledgement of Issuer as a condition to such suspension or termination.

2. This Sales Plan shall be suspended, or at JPMS�s option, terminated, if JPMS receives notice, whether pursuant to Paragraph C.6 or otherwise, of the occurrence of any legal, contractual or regulatory restriction applicable to Seller or its affiliates, including without limitation, any restriction related to a merger or acquisition, or a stock offering requiring an affiliate lock-up, that would prohibit sales pursuant to this Sales Plan.

3. Seller may amend or modify this Sales Plan only upon the written consent of JPMS. Any such amendment or modification shall be made in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws. Seller agrees that it will not amend or modify this Sales Plan at any time: (a)�that a Blackout Period is in effect for Issuer or (b)�that it is aware of any material non-public information about the Issuer and/or the Stock or of the actual or approximate beginning or ending dates of a Blackout Period for Issuer. JPMS will require certain representations from Seller and acknowledgement of Issuer as a condition to such amendment or modification.

F. GENERAL

1. This Sales Plan shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles and may be modified or amended only by a writing signed by the parties hereto and acknowledged by the Issuer.

2. This Sales Plan shall be subject to all terms and conditions governing the Seller�s Account, including the General Terms for Accounts and Services, the Asset Account Agreement and the JPMS Brokerage Agreement, including such provisions dealing with binding arbitration and waiving the right to litigate. This Sales Plan, together with the terms and conditions referenced in the preceding sentence, as well as any amendments or modifications made pursuant to this Sales Plan and those terms and conditions, represent the complete agreement between the parties on these subjects.

3. All notices to JPMS under this Sales Plan shall be given to JPMS by facsimile at (212)�464-1118 or by certified mail at J.P. Morgan Securities LLC., 270 Park Avenue, 5th Floor, New York, NY 10017, Attn: Richelle Mackiewicz.

All notices to Seller under this Sales Plan, including pursuant to Paragraph A.10, shall be given to Seller by e-mail at [email protected]. Copies of all such notices shall be given to Lindsey Smith ([email protected]).

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All notices to Issuer under this Sales Plan shall be given to Issuer by e-mail at John McCarthy ([email protected]), Robert McQueen ([email protected]) and Mallory McFarland ([email protected]).

4. Seller�s rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of JPMS.

5. This Sales Plan shall not be effective until executed by Seller and JPMS, and acknowledged by Issuer. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

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Signature(s):
Daniel V. Tierney 2011 Trust
By: ����������������������������������������� ���������������������������������������� �������������������,�2015
		Name: Emma Cuadrado
		Title: Trustee
J.P. Morgan Securities LLC
By: ����������������������������������������� ���������������������������������������� ���������������, 2015
		Name: Richelle Mackiewicz
		Title: Managing Director
Acknowledged:
KCG Holdings, Inc.
By: ����������������������������������������� ���������������������������������������� ���������������, 2015
Name:
Title:
Address:

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Schedule A

Issuer: KCG Holdings, Inc. (ticker: KCG)

Seller: Daniel V. Tierney 2011 Trust

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