FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIRTUS INVESTMENT PARTNERS, INC. [ VRTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/06/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 01/06/2012 | C | 1,349,300 | A | (1) | 1,727,746(2) | I | See Footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Series B Voting Convertible Preferred Stock | (1) | 01/06/2012 | C | 35,217 | (4) | (4) | Common Stock | 1,349,300 | (1) | 0 | I | See footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On January 6, 2012, BMO Financial Corp. ("BFC") (f/k/a Harris Financial Corp., a wholly-owned subsidiary of Bank of Montreal) converted 35,217 shares of Series B Voting Convertible Preferred Stock ("Series B Preferred Stock") into 1,349,300 shares of Common Stock of Virtus Investment Partners, Inc. (the "Common Stock"). |
2. This number does not include 291 shares of Common Stock held by sub-advisors of Harris myCFO Investment Advisory Services, LLC ("myCFO," a wholly-owned subsidiary of BFC) in the name of clients of myCFO. |
3. BFC is the direct beneficial owner of the shares of Common Stock following the dissolution of BMO Bankcorp, Inc. ("BMO Bankcorp") (f/k/a Harris Bankcorp, Inc., a wholly-owned subsidiary of BFC), and Bank of Montreal is the indirect owner of such securities. |
4. Information regarding the exercise date and expiration date is the same as set forth in our Form 3 filed January 12, 2009. However, pursuant to a Conversion and Voting Agreement dated October 27, 2011, BFC agreed to convert the Series B Preferred Stock into Common Stock upon the receipt of regulatory approval for such conversion. |
5. BMO Bankcorp, BFC and Bank of Montreal no longer own any shares of Series B Preferred Stock. |
/s/ Barbara Muir, Senior Vice President, Deputy General Counsel, Corporate Affairs and Corporate Secretary, Bank of Montreal | 01/10/2012 | |
/s/ Karen Eastburn, Assistant Corporate Secretary, Bank of Montreal | 01/10/2012 | |
/s/ Pamela C. Piarowski, Senior Vice President, BMO Financial Corp. | 01/10/2012 | |
/s/ Colleen Hennessy, Assistant Corporate Secretary, BMO Financial Corp. | 01/10/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |