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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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. [NITE] 		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)
12/31/2009
(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
Restricted Stock Units 12/31/2009   F   60,524 (1) D $ 15.465 631,063 (2) D  
Class A Common Stock 12/10/2009   J(3)   200,000 D $ 0 299,779 (4) D  
Class A Common Stock 12/10/2009   J(3)   200,000 A $ 0 200,000 I By Joyce Family 2009 GRAT II
Restricted Class A Common Stock (Previously Reported)               187,077 D  
Class A Common Stock (Previously Reported)               200,000 I By Joyce Family 2009 GRAT
Class A Common Stock (Previously Reported)               34,695 I By Trust for Children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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   01/05/2010
**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 Mr. Joyce upon the scheduled vesting on December 31, 2009 of 125,000 restricted stock units awarded on December 31, 2008 (following satisfaction of the condition that the Company record positive pre-tax income in 2009).
(2) Aggregate amount represents the unvested portion of two previously granted restricted stock unit awards. Out of such total, 375,000 restricted stock units awarded on December 31, 2008 are scheduled to vest in three remaining equal installments on December 31, 2010, 2011 and 2012, respectively. The remaining 256,063 restricted stock units awarded on January 31, 2009 shall vest in three equal installments on January 31, 2010, 2011 and 2012, respectively.
(3) Effective December 10, 2009, 200,00 shares held directly by Mr. Joyce were contributed to a 2009 grantor retained annuity trust (Joyce Family 2009 GRAT II), which did not require reporting at time of event.
(4) Total includes net 64,476 shares of Class A Common Stock issued to Mr. Joyce upon the vesting described in Footnote (1) above.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.