Item 8.01. Other Events.
On October 30, 2020, Mr. Thomas Peterffy, Chairman and Founder of Interactive
Brokers Group, Inc. (the "Company") adopted a Rule 10b5-1 trading plan (the "TP
Plan") to sell the 10,000,000 (ten million) shares of the Company's Class A
common stock received in partial redemption of his interest in IBG Holdings LLC
as more fully described in the prospectus supplement filed on Form 424b5 (File
No. 333-240121) (the "Prospectus Supplement") with the Securities and Exchange
Commission ("SEC") on October 30, 2020. As previously announced, Mr. Peterffy
entered into the TP Plan as part of his personal long-term investment strategy
for tax, asset diversification and liquidity.
Pursuant to the TP Plan, Mr. Peterffy will sell up to 20,000 shares of the
Company's Class A common stock per trading day at prevailing market prices,
subject to the terms of the TP Plan and SEC Rule 144. Although the TP Plan
allows for the sale of up 20,000 shares per day, SEC Rule 144 imposes volume
limitations on Mr. Peterffy's ability to sell shares. In the interim, it is
expected these volume limitations will cause the TP Plan to sell less than
20,000 shares per day subject to the limitations in the TP Plan. Mr. Peterffy
will have no control over the timing of the stock sales under the TP Plan. The
transactions will occur until the earlier of the date on which all shares are
sold, July 31, 2022 or the TP Plan is terminated in accordance with its terms
and applicable law. It is expected that on expiration of the TP Plan, any unsold
shares will be sold pursuant to a new Rule 10b5-1 plan, although that cannot be
assured. All transactions under the TP Plan will be disclosed in accordance with
applicable securities laws, rules and regulations through appropriate filings
with the SEC, as applicable.
Additionally, on October 30, 2020, a limited liability company indirectly for
the benefit of Paul J. Brody, Chief Financial Officer of the Company, and Dr.
Thomas A.J. Frank, Executive Vice President and Chief Information Officer of the
Company, each adopted Rule 10b5-1 trading plans (the "Other Plans") to sell
253,332 and 1,815,458 shares, respectively, of the Company's Class A common
stock received in partial redemption of their interests in IBG Holdings LLC as
more fully described in the Prospectus Supplement. Dr. Frank's trading plan also
includes shares he received in partial redemption of his interest in IBG
Holdings LLC in prior years. Mr. Brody and Dr. Frank entered into the Other
Plans as part of their personal long-term investment strategy for tax, asset
diversification and liquidity.
Under the terms of the Other Plans, Mr. Brody (through his LLC) and Dr. Frank
each intend to sell the shares of Class A common stock over time at prevailing
market prices, subject to the terms of the Other Plans and SEC Rule 144. Neither
Mr. Brody nor Dr. Frank will have any control over the timing of the stock sales
under the respective Other Plans. The transactions will occur until the earlier
of the date on which all shares are sold, July 20, 2021 or the Other Plans are
terminated in accordance with its terms and applicable laws. All transactions
under the Other Plans will be disclosed in accordance with applicable securities
laws, rules and regulations through appropriate filings with the SEC, as
applicable.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL Document).
(*) Filed herewith.
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