0001104659-17-046091.txt : 20170720 0001104659-17-046091.hdr.sgml : 20170720 20170720183200 ACCESSION NUMBER: 0001104659-17-046091 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170720 FILED AS OF DATE: 20170720 DATE AS OF CHANGE: 20170720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ogurtsov Nick CENTRAL INDEX KEY: 0001580394 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 17975253 MAIL ADDRESS: STREET 1: KCG HOLDINGS, INC. STREET 2: 300 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10282 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 0001580394 Ogurtsov Nick 300 VESEY STREET NEW YORK NY 10282 0 1 0 0 COO and Chief Risk Officer Restricted Stock Units 2017-07-20 4 D 0 124923 20 D 0 D Class B Warrants 13.16 2017-07-20 4 D 0 460 D Class A Common Stock, par value $0.01 per share 460 0 D Class C Warrants 14.63 2017-07-20 4 D 0 459 D Class A Common Stock, par value $0.01 per share 459 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 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 without interest (the "Merger Consideration"). Accordingly, (i) 25,980 RSUs granted to the reporting person on February 4, 2015 under the Company's stock plan, which would have vested into Class A Common Stock on February 4, 2018, (ii) 74,562 RSUs granted to the reporting person on February 3, 2016 under the Company's stock plan, approximately 50% of which would have vested into Class A Common Stock on each of February 3, 2018 and February 3, 2019, and (iii) 24,381 RSUs granted to the reporting person on January 24, 2017 under the Company's stock plan, approximately 33.3% of which would have vested into Class A Common Stock on each of January 24, 2018, January 24, 2019 and January 24, 2020, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement. 460 Class B warrants to purchase shares of Class A Company Stock for a purchase price per share of $13.16 (each, a "Class B Warrant", and collectively with all Class C Warrants, as defined below, "Warrants") were converted in connection with the Merger into the right to receive a cash payment pursuant to the Merger Agreement. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Warrant converted automatically into the right to receive an amount in cash equal to the product of (i) the total number of shares of Class A Common Stock subject to such Warrant and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the then-current exercise price per share of Class A Common Stock (without giving effect to any of the transactions contemplated by the Merger Agreement) previously subject to such Warrant. 459 Class C warrants to purchase shares of Class A Company Stock for a purchase price per share of $14.63 (each, a "Class C Warrant") were converted in connection with the Merger in exchange for cash payment pursuant to the Merger Agreement. /s/ Robert McQueen as Attorney-in-Fact for Nick Ogurtsov 2017-07-20