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): September 1, 2016

FXCM Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (646) 432-2986

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:

On September 1, 2016, FXCM Inc. (together with its subsidiaries, “FXCM”) and Leucadia National Corporation (“Leucadia”) issued a joint press release announcing that FXCM and Leucadia have agreed to terminate the Amended and Restated Letter Agreement (“Letter Agreement”) and to amend the terms of the Amended and Restated Credit Agreement (“Credit Agreement”), each dated January 24, 2015. FXCM and Leucadia replaced the Letter Agreement with an Amended and Restated Limited Liability Company Agreement of FXCM Group, LLC (“LLC Agreement”), effective September 1, 2016, pursuant to which Leucadia owns a 49.9% membership interest in FXCM Group, LLC and FXCM Holdings, LLC owns a 50.1% membership interest in FXCM Group, LLC. Concurrently with the effectiveness of the LLC Agreement, (1) FXCM Group, LLC and FXCM Holdings, LLC entered into a Management Agreement pursuant to which FXCM Holdings, LLC will manage the assets and day-to-day operations of FXCM Group, LLC, and (2) FXCM Group, LLC adopted a 2016 Incentive Bonus Plan for Founders and Executives (“Management Incentive Plan”) under which participants are entitled to certain distributions made after Leucadia’s principal and interest under the Credit Agreement are repaid. The material terms of the transactions are described below.

Principal Changes to the Credit Agreement

Principal Changes to the Letter Agreement and Entry into the LLC Agreement, Management Incentive Plan and Management Agreement

Long-term incentive program participants will receive their share of any distributions or sales proceeds while unvested. In addition, if a participant is terminated from employment other than for cause or due to a material breach of a restrictive covenant, he or she will receive either a non-voting membership interest in FXCM Group that entitles the participant to the same distributions he or she would have otherwise received under the incentive program or a lump-sum cash amount, as determined by the plan administrator in its sole discretion. If a participant is terminated from employment for cause or due to a material breach of a restrictive covenant, he or she would not be entitled to distributions following such termination and will forfeit all interests under the plan. A termination payment will also be paid upon any change of control of FXCM Group.

The above description of the transactions between FXCM and Leucadia and adoption of the FXCM Group, LLC 2016 Incentive Bonus Plan is not complete and is qualified in its entirety by reference to the copies of the respective agreements and incentive plan filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this report, each of which is incorporated herein by reference.

The disclosure set forth in Item 1.01 above is hereby incorporated by reference herein.

The disclosure set forth in Item 1.01 above is hereby incorporated by reference herein.

SIGNATURES

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.