8-K 1 ibkr-8k_20190726.htm IBKR 8-K 2019-07-26


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  July 26, 2019
INTERACTIVE BROKERS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
     
Delaware
001-33440
30-0390693
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
 Number)

One Pickwick Plaza, Greenwich, CT 06830
(Address of Principal Executive Offices) (Zip Code)
(203) 618-5800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
□
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class
 
  
Trading Symbol
 
  
Name of the exchange on which registered
 
Common Stock, par value $.01 per share
  
IBKR
 
  
The Investors Exchange LLC
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    □





Item 8.01. Other Events.
 
In connection with the July 26, 2019 takedown, by a Rule 424(b)(5) prospectus of Interactive Brokers Group, Inc. (the "Company"), of 21,075 shares of the Company's common stock from its shelf Registration Statement on Form S-3 (Registration Statement No. 333-219552) (the "Registration Statement") filed with the SEC on July 28, 2017, the legal opinion letter of Dechert LLP, counsel to the Company, regarding the validity of the Shares is filed as Exhibit 5.3 to this Current Report on Form 8-K. The legal opinion letter is also hereby incorporated by reference into the Registration Statement, as Exhibit 5.3 thereto.
 
 
Item 9.01. Financial Statements and Exhibits

 (d) Exhibits


Exhibit
Number
  
Description
     
5.3
  

(*) Filed herewith.




***
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 26, 2019
     
 
INTERACTIVE BROKERS GROUP, INC.
     
     
 
By:
/s/ Paul J. Brody
 
Name:
Paul J. Brody
 
Title:
Chief Financial Officer, Treasurer
and Secretary