0001104659-15-028005.txt : 20150416 0001104659-15-028005.hdr.sgml : 20150416 20150416162313 ACCESSION NUMBER: 0001104659-15-028005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150415 FILED AS OF DATE: 20150416 DATE AS OF CHANGE: 20150416 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virtu Financial, Inc. CENTRAL INDEX KEY: 0001592386 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320420206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-1010 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-1010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP Virtu Investors, LLC CENTRAL INDEX KEY: 0001639361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15775243 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Partners III DE (AIV III), L.P. CENTRAL INDEX KEY: 0001639492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15775244 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP III EW Feeder I, L.P. CENTRAL INDEX KEY: 0001639495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15775245 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates III, L.P. CENTRAL INDEX KEY: 0001491809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15775247 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Group, L.L.C. CENTRAL INDEX KEY: 0001418226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15775248 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLTA III (GP), L.L.C. CENTRAL INDEX KEY: 0001491808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15775246 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94205 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bingle Michael J CENTRAL INDEX KEY: 0001306831 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15775242 MAIL ADDRESS: STREET 1: SILVER LAKE TECHNOLOGY MANAGEMENT STREET 2: 2725 SAND HILL ROAD, SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Osnoss Joseph CENTRAL INDEX KEY: 0001603955 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15775241 MAIL ADDRESS: STREET 1: C/O SILVER LAKE EUROPE LLP STREET 2: BROADBENT HOUSE, 65 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JH 3 1 a3.xml 3 X0206 3 2015-04-15 0 0001592386 Virtu Financial, Inc. VIRT 0001418226 Silver Lake Group, L.L.C. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001491809 Silver Lake Technology Associates III, L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001491808 SLTA III (GP), L.L.C. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001639495 SLP III EW Feeder I, L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001639492 Silver Lake Partners III DE (AIV III), L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001639361 SLP Virtu Investors, LLC C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001306831 Bingle Michael J C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001603955 Osnoss Joseph C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 Class A common stock 6445982 I Held through SLP III EW Feeder I, L.P. Class C common stock 7353188 I Held through SLP Virtu Investors, LLC Class C common stock 610000 I Held through Silver Lake Technology Associates III, L.P. Non-voting common interest units of Virtu Financial LLC Class A common stock 7353188 I Held through SLP Virtu Investors, LLC Non-voting common interest units of Virtu Financial LLC Class A common stock 610000 I Held through Silver Lake Technology Associates III, L.P. Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held. 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 C Common Stock, may be exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock"), which have one vote 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. SLP III EW Feeder I, L.P. ("Feeder I") directly holds 6,445,982 shares of Class A common stock. The general partner of Feeder I is Silver Lake Technology Associates III, L.P. ("Silver Lake Technology"). The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C. SLP Virtu Investors, LLC ("Investors LLC"), directly holds 7,353,188 shares of Class C common stock and an equal number of non-voting common interest units of Virtu Financial LLC. The managing member of Investors LLC is Silver Lake Partners III DE (AIV III), L.P., the general partner of which is Silver Lake Technology. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C. Silver Lake Technology directly holds 610,000 shares of Class C Common Stock and an equal number of non-voting common interest units of Virtu Financial LLC. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C. As managing member of Investors LLC, Silver Lake Partners III DE (AIV III), L.P. may be deemed to share voting and dispositive power with respect to securities directly held by Investors LLC. As the general partner of each of Investors LLC and Feeder I, Silver Lake Technology, may be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC and Feeder I. As the general partner of Silver Lake Technology, SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC, Feeder I and Silver Lake Technology. Michael Bingle, who serves as a director of the Issuer, also serves as a Managing Member of Silver Lake Group, L.L.C. and as a member of the investment committee of Silver Lake Technology and may be deemed to share voting and dispositive power with respect to any securities beneficially owned by Silver Lake Group, L.L.C. and Silver Lake Technology, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Joseph Osnoss, who serves as a director of the Issuer, also serves as a Managing Director of Silver Lake Group, L.L.C. and a member of the investment committee of Silver Lake Technology and may be deemed to share voting and dispositive power with respect to any securities beneficially owned by Silver Lake Group, L.L.C. and Silver Lake Technology, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of such Reporting Person's pecuniary interest therein. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. By: /s/ Michael Bingle, Managing Director of Silver Lake Group, L.L.C. (11) 2015-04-16 By: /s/ Michael Bingle, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. (11) 2015-04-16 By: /s/ Michael Bingle, Managing Director of Silver Lake Group L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P. (11) 2015-04-16 By: /s/ Michael Bingle, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., as general partner of SLP III EW Feeder I, L.P. (11) 2015-04-16 By: /s/ Michael Bingle, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., the GP of Silver Lake Technology Associates III, L.P., as GP of Silver Lake Partners III DE (AIV III), L.P. (11) 2015-04-16 By:/s/ Michael Bingle, Managing Director of Silver Lake Group, L.L.C., as managing member of the general partner of Silver Lake Technology Associates III, L.P., the general partner of the managing member of SLP Virtu Investors, LLC (11) 2015-04-16 MICHAEL BINGLE: /s/ Michael Bingle (11) 2015-04-16 JOSEPH OSNOSS: /s/ Joseph Osnoss (11) 2015-04-16