0001104659-17-046328.txt : 20170721
0001104659-17-046328.hdr.sgml : 20170721
20170721170415
ACCESSION NUMBER: 0001104659-17-046328
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170720
FILED AS OF DATE: 20170721
DATE AS OF CHANGE: 20170721
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HALDEMAN CHARLES E
CENTRAL INDEX KEY: 0001202325
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54991
FILM NUMBER: 17977116
MAIL ADDRESS:
STREET 1: C/O JBG/OPERATING PARTNERS, L.P.
STREET 2: 4445 WILLARD AVENUE, SUITE 400
CITY: CHEVY CHASE
STATE: MD
ZIP: 20815
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Virtu KCG Holdings LLC
CENTRAL INDEX KEY: 0001569391
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 300 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 646-682-6000
MAIL ADDRESS:
STREET 1: 300 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER COMPANY:
FORMER CONFORMED NAME: KCG Holdings, Inc.
DATE OF NAME CHANGE: 20130503
FORMER COMPANY:
FORMER CONFORMED NAME: Knight Holdco, Inc.
DATE OF NAME CHANGE: 20130211
4
1
a4.xml
4
X0306
4
2017-07-20
1
0001569391
Virtu KCG Holdings LLC
KCG
0001202325
HALDEMAN CHARLES E
300 VESEY STREET
NEW YORK
NY
10282
1
0
0
0
Class A Common Stock, par value $0.01 per share
2017-07-20
4
D
0
349778
20
D
0
D
Restricted Stock Units
2017-07-20
4
D
0
16089
20
D
0
D
Pursuant to the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Orchestra Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Virtu, and Virtu KCG Holdings LLC, a Delaware limited liability company (formerly known as KCG Holdings, Inc., a Delaware corporation) (the "Company"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Virtu, each share of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), owned by the reporting person was converted into the right to receive $20.00 in cash without interest (the "Merger Consideration").
Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") granted by the Company was cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such RSU immediately prior to the Effective Time and (ii) the Merger Consideration of $20.00 per share. Accordingly, 16,089 RUSs granted to the reporting person on May 11, 2017 under the Company's stock plan, which would have vested into Class A Common Stock on May 11, 2018 or upon the reporting person's earlier retirement, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
/s/ Robert McQueen as Attorney-in-Fact for Charles E. Haldeman
2017-07-20