0000950142-18-001173.txt : 20180516 0000950142-18-001173.hdr.sgml : 20180516 20180516190023 ACCESSION NUMBER: 0000950142-18-001173 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180515 FILED AS OF DATE: 20180516 DATE AS OF CHANGE: 20180516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viola Michael T CENTRAL INDEX KEY: 0001573310 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 18841378 MAIL ADDRESS: STREET 1: 1600 REDBUD BOULEVARD STREET 2: SUITE 400 CITY: MCKINNEY STATE: TX ZIP: 75069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viola Vincent J CENTRAL INDEX KEY: 0001573350 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 18841376 MAIL ADDRESS: STREET 1: 1600 REDBUD BOULEVARD STREET 2: SUITE 400 CITY: MCKINNEY STATE: TX ZIP: 75069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viola Teresa CENTRAL INDEX KEY: 0001602918 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 18841377 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-1010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TJMT Holdings LLC CENTRAL INDEX KEY: 0001602512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 18841379 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 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: 300 VESEY STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: 300 VESEY STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10282 4 1 es1800699_4-tjmt.xml OWNERSHIP DOCUMENT X0306 4 2018-05-15 0 0001592386 Virtu Financial, Inc. VIRT 0001602512 TJMT Holdings LLC C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK NY 10282 1 0 1 1 See Remarks 0001573310 Viola Michael T C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK NY 10282 1 0 1 0 0001602918 Viola Teresa C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK NY 10282 1 0 1 1 See Remarks 0001573350 Viola Vincent J C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK NY 10282 1 0 1 0 Class A common stock 2018-05-15 4 S 0 1000000 27.16 D 0 I See footnote Class D common stock 2018-05-15 4 D 0 10518750 D 69091740 I See footnote Class A common stock 2018-05-15 4 M 0 2081250 19.00 A 2281250 D Class A common stock 2018-05-15 4 S 0 2281250 27.16 D 0 D Class A common stock 8097 D Non-voting common interest units of Virtu Financial LLC 2018-05-15 4 D 0 10518750 D Class B common stock and Class A common stock 10518750 69091740 I See footnote Option Award 19.00 2018-05-15 4 M 0 2081250 0 D Class A common stock 2081250 693750 D This sale was made as part of a public offering (the "Public Offering") of an aggregate of 17,250,000 of Class A common stock of the Issuer ("Class A Common Stock") by the Issuer and certain selling stockholders, including Mr. Vincent Viola and TJMT Holdings LLC ("TJMT"). Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which the reporting persons share dispositive control and voting control. Mr. Vincent Viola has an indirect interest in the securities held by TJMT by virtue of his spouse's dispositive and voting control over TJMT. Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are paired with an equal number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units"). 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 D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes 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. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder. As part of the Public Offering, the Issuer sold 10,518,750 shares of Class A Common Stock and used the net proceeds to purchase an equal number of Virtu Financial Units and corresponding shares of Class D Common Stock from TJMT. The purchase price per Virtu Financial Unit and share of Class D Common Stock was $28.00 with TJMT being responsible for the underwriting discount per share paid by the Issuer to the underwriters in the Public Offering with respect to 10,518,750 shares of Class A Common Stock sold by the Issuer (or a net price of $27.16). Directly owned by Mr. Vincent Viola. Directly owned by Mr. Michael Viola. Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A Common Stock. Options Awards vest in equal installments on each of the first four (4) anniversaries of April 15, 2015. Any fractional Option Award resulting from the application of the vesting schedule under the 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019. By virtue of relationship with Mr. Vincent Viola, a director of the Issuer, Mrs. Teresa Viola and TJMT Holdings LLC may each be deemed to be a director by deputization. /s/ Justin Waldie, as Attorney-in-Fact for TJMT Holdings LLC 2018-05-16 /s/ Justin Waldie, as Attorney-in-Fact for Michael Viola 2018-05-16 /s/ Justin Waldie, as Attorney-in-Fact for Teresa Viola 2018-05-16 /s/ Justin Waldie, as Attorney-In-Fact for Vincent Viola 2018-05-16