ibkr-8k_20131118.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 

 
Date of Report (Date of Earliest Event Reported):  November 18, 2013
 
INTERACTIVE BROKERS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-33440
30-0390693
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
     
One Pickwick Plaza, Greenwich, CT 06830
(Address of Principal Executive Offices) (Zip Code)
 
(203) 618-5800
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
 
 

 
Item 8.01 Other Events.
 
Adoption of Rule 10b5-1 Trading Plan
 

IBG Holdings LLC (“Holdings”) has adopted a trading plan effective November 18, 2013. Holdings owns shares of Class A common stock of Interactive Brokers Group, Inc. (“IBKR” or the “Company”) for the benefit of certain of its members, who include Paul J. Brody, Chief Financial Officer and Director of the Company, and Earl H. Nemser, Vice Chairman of the Company, and certain current and former employees of the Company and its subsidiaries. Thomas Peterffy, the Company’s chairman and chief executive officer, has voting control of Holdings, but has no economic interest in the shares to be sold under the plan. The plan is designed to comply with guidelines specified under Rule 10b5-1 of the Exchange Act.
 
The trading plan was adopted in order to allow Holdings to sell certain of the shares of IBKR stock received pursuant to the Company’s purchase of IBG LLC shares from Holdings, as more fully described in the prospectus supplement filed with the Securities and Exchange Commission on November 12, 2013. Under the terms of the trading plan, Holdings intends to sell 3,780,415 shares of Class A common stock over time at prevailing market prices.  The transactions will occur until the earlier of the date on which all shares are sold or November 17, 2014 and will be disclosed publicly in accordance with applicable securities laws, rules and regulations through appropriate filings with the Securities and Exchange Commission, as applicable.  Holdings and its members will have no control over the stock sales under the trading plan. 

 
***
 

 
 
2
 


 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: November 18, 2013
 
 
INTERACTIVE BROKERS GROUP, INC.
     
     
 
By:
/s/ Paul J. Brody
 
Name:
Paul J. Brody
 
Title:
Chief Financial Officer, Treasurer
and Secretary

3