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 * 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 (Month/Day/Year) 09/16/2009 (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 Class A Common Stock 09/16/2009   J   1,572,097 (1) (2) (4) A $ 21.2031 (3) 2,554,762 (4) (5) I (6) Holding Company Class A Common Stock               250,380 I (7) Holding Company

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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
Katcher Gary KNIGHT CAPITAL GROUP, INC. 545 WASHINGTON BOULEVARD JERSEY CITY, NJ 07310			Executive Vice President

Signatures

/s/ Gary Katcher		09/17/2009
**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 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.

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