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