Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JOYCE THOMAS M
  2. Issuer Name and Ticker or Trading Symbol
KNIGHT CAPITAL GROUP, INC. [KCG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
KNIGHT CAPITAL GROUP, INC., 545 WASHINGTON BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012
(Street)

JERSEY CITY, NJ 07310
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Restricted Stock Units 12/31/2012   F   57,772 (1) D $ 3.49 342,788 D  
Class A Common Stock               1,008,126 (2) D  
Class A Common Stock               0 (3) I By Joyce Family 2010 GRAT
Class A Common Stock               0 (4) I By Joyce Family 2009 GRAT II
Class A Common Stock               250,000 (5) I By Joyce Family 2012 GRAT
Class A Common Stock (Previously Reported)               34,695 I By Trust for Children

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOYCE THOMAS M
KNIGHT CAPITAL GROUP, INC.
545 WASHINGTON BOULEVARD
JERSEY CITY, NJ 07310
      Chairman & CEO  

Signatures

 /s/ Thomas M. Joyce   01/03/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares withheld by the Company to satisfy tax withholding obligations of reporting person upon the vesting on December 31, 2012 of 125,000 restricted stock units previously awarded on December 31, 2008.
(2) Total includes net 67,228 shares of Class A Common Stock issued to reporting person upon the vesting described in Footnote (1).
(3) Represents(i) reversal of erroneously reported distribution of 129,081 shares from the Joyce Family 2010 GRAT (the "2010 GRAT") to reporting person, effective January 30, 2012, and (ii) distribution of 249,743 shares from the 2010 GRAT to reporting person, effective August 29, 2012, at which time the 2010 GRAT was terminated. None of the transactions required reporting at the time of each event.
(4) Represents the distribution of 98,917 shares from the Joyce Family 2009 GRAT II to reporting person, effective February 13, 2012, at which time the Joyce Family 2009 GRAT II was terminated. The transaction did not require reporting at the time of event.
(5) Effective February 17, 2012, 250,000 shares held directly by reporting person were contributed to a 2012 grantor retained annuity trust (Joyce Family 2012 GRAT), which did not require reporting at the time of event.

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