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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Katcher Gary 		2. Issuer Name and Ticker or Trading Symbol

KNIGHT CAPITAL GROUP, INC. [ NITE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

KNIGHT CAPITAL GROUP, INC., 545 WASHINGTON BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/16/2009
(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
Class A Common Stock   9/16/2009     J    1572097   (1) (2) (4) A $21.2031   (3) 2554762   (4) (5) I   (6) Holding Company  
Class A Common Stock                  250380   I   (7) Holding Company  

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

Explanation of Responses:
( 1)  Represents shares issuable by the issuer to New Libertas Holdings LLC ("New Libertas") for which GK Partners LLC ("GK Partners"), 100% owned by the reporting person, is the controlling member. The right to receive these shares became irrevocable upon the closing of the transactions contemplated by the Purchase Agreement (as defined below) on July 11, 2008, subject only to satisfying relevant performance targets. The shares are issuable to New Libertas pursuant to the terms of the purchase agreement, dated May 5, 2008, relating to the acquisition of Libertas Holdings LLC (the "Purchase Agreement"), based on the performance of Knight Libertas Holdings LLC during the one year period after the closing of the transaction and the achievement of the first year performance targets. (Continue in footnote 2)
( 2)  As a result, New Libertas is entitled to receive approximately $33 million in unregistered common stock of the issuer, of which 50% of such shares will be delivered to New Libertas on or about July 12, 2010 and the remaining 50% will be delivered to New Libertas on or about July 12, 2011.
( 3)  As required by the Purchase Agreement, the price was determined based on the volume-weighted average price of the common stock over the five trading days immediately preceding the measurement date.
( 4)  Reporting person disclaims beneficial ownership over shares held by New Libertas, except to the extent of his pecuniary interest therein through his ownership of GK Partners.
( 5)  From time to time, New Libertas may distribute shares of issuer's stock held by it to its members.
( 6)  Shares owned by New Libertas for which GK Partners, 100% owned by the reporting person, is the controlling member.
( 7)  Shares owned by GK Partners which is 100% owned by the reporting person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Katcher Gary
KNIGHT CAPITAL GROUP, INC.
545 WASHINGTON BOULEVARD
JERSEY CITY, NJ 07310

Executive Vice President

Signatures
/s/ Gary Katcher 9/17/2009
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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