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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-voting common interest units of Virtu Financial LLC | (4) | 05/15/2018 | D | 10,518,750 | (4) | (4) | Class B common stock and Class A common stock | 10,518,750 | (4) (5) | 69,091,740 | I | See footnote (2) | |||
Option Award (8) | $ 19 | 05/15/2018 | M | 2,081,250 | (9) | (9) | Class A common stock | 2,081,250 | $ 0 | 693,750 | D (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TJMT Holdings LLC C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK, NY 10282 |
X | X | See Remarks | |
Viola Michael T C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK, NY 10282 |
X | X | ||
Viola Teresa C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK, NY 10282 |
X | X | See Remarks | |
Viola Vincent J C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK, NY 10282 |
X | X |
/s/ Justin Waldie, as Attorney-in-Fact for TJMT Holdings LLC | 05/16/2018 | |
**Signature of Reporting Person | Date | |
/s/ Justin Waldie, as Attorney-in-Fact for Michael Viola | 05/16/2018 | |
**Signature of Reporting Person | Date | |
/s/ Justin Waldie, as Attorney-in-Fact for Teresa Viola | 05/16/2018 | |
**Signature of Reporting Person | Date | |
/s/ Justin Waldie, as Attorney-In-Fact for Vincent Viola | 05/16/2018 | |
**Signature of Reporting Person | Date |
* | 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) | This sale was made as part of a public offering (the "Public Offering") of an aggregate of 17,250,000 of Class A common stock of the Issuer ("Class A Common Stock") by the Issuer and certain selling stockholders, including Mr. Vincent Viola and TJMT Holdings LLC ("TJMT"). |
(2) | Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which the reporting persons share dispositive control and voting control. Mr. Vincent Viola has an indirect interest in the securities held by TJMT by virtue of his spouse's dispositive and voting control over TJMT. |
(3) | Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are paired with an equal number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units"). |
(4) | Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder. |
(5) | As part of the Public Offering, the Issuer sold 10,518,750 shares of Class A Common Stock and used the net proceeds to purchase an equal number of Virtu Financial Units and corresponding shares of Class D Common Stock from TJMT. The purchase price per Virtu Financial Unit and share of Class D Common Stock was $28.00 with TJMT being responsible for the underwriting discount per share paid by the Issuer to the underwriters in the Public Offering with respect to 10,518,750 shares of Class A Common Stock sold by the Issuer (or a net price of $27.16). |
(6) | Directly owned by Mr. Vincent Viola. |
(7) | Directly owned by Mr. Michael Viola. |
(8) | Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A Common Stock. |
(9) | Options Awards vest in equal installments on each of the first four (4) anniversaries of April 15, 2015. Any fractional Option Award resulting from the application of the vesting schedule under the 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019. |
Remarks: By virtue of relationship with Mr. Vincent Viola, a director of the Issuer, Mrs. Teresa Viola and TJMT Holdings LLC may each be deemed to be a director by deputization. |