0001104659-15-029159.txt : 20150421 0001104659-15-029159.hdr.sgml : 20150421 20150421215137 ACCESSION NUMBER: 0001104659-15-029159 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150415 FILED AS OF DATE: 20150421 DATE AS OF CHANGE: 20150421 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: Bingle Michael J CENTRAL INDEX KEY: 0001306831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15784365 MAIL ADDRESS: STREET 1: SILVER LAKE TECHNOLOGY MANAGEMENT STREET 2: 2725 SAND HILL ROAD, SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 a4.xml 4 X0306 4 2015-04-15 0 0001592386 Virtu Financial, Inc. VIRT 0001306831 Bingle Michael J C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 Class A common stock 2015-04-15 4 A 0 6445982 A 6445982 I Held through SLP III EW Feeder I, L.P. Class C common stock 2015-04-15 4 A 0 7353188 A 7353188 I Held through SLP Virtu Investors, LLC Class C common stock 2015-04-15 4 A 0 610000 A 610000 I Held through Silver Lake Technology Associates III, L.P. Class A common stock 2015-04-21 4 D 0 3470724 17.67 D 2975258 I Held through SLP III EW Feeder I, L.P. Class C common stock 2015-04-21 4 D 0 4252609 17.67 D 3100579 I Held through SLP Virtu Investors, LLC Class C common stock 2015-04-21 4 D 0 610000 17.67 D 0 I Held through Silver Lake Technology Associates III, L.P. Non-voting common interest units of Virtu Financial LLC 2015-04-15 4 A 0 7353188 A Class A common stock 7353188 7353188 I Held through SLP Virtu Investors, LLC Non-voting common interest units of Virtu Financial LLC 2015-04-15 4 A 0 610000 A Class A common stock 610000 610000 I Held through Silver Lake Technology Associates III, L.P. Non-voting common interest units of Virtu Financial LLC 2015-04-21 4 D 0 4252609 17.67 D Class A common stock 4252609 3100579 I Held through SLP Virtu Investors, LLC Non-voting common interest units of Virtu Financial LLC 2015-04-21 4 D 0 610000 17.67 D Class A common stock 610000 0 I Held through Silver Lake Technology Associates III, L.P. These securities were acquired by the Silver Lake entities identified herein in connection with the reorganization transactions related to the interests of Virtu Financial LLC prior to the issuer's initial public offering (as more fully described in the issuer's Registration Statement on Form S-1 (File No. 333-194473)). 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. Reflects securities held directly by SLP III EW Feeder I, L.P. ("Feeder I"). 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. Reflects securities held directly by SLP Virtu Investors, LLC ("Investors 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. Reflects securities held directly by 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. 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. Reflects shares of Class A Common Stock sold directly to the Issuer. Reflects shares of Class C Common Stock, together with a corresponding number of Virtu Financial Units, sold directly to the Issuer at a price of $17.67 for each share of Class C Common Stock, together with its corresponding Virtu Financial Unit. The Reporting Person, 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. or Silver Lake Technology, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. 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 the Reporting Person 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. MICHAEL BINGLE: /s/ MICHAEL BINGLE 2015-04-21