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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