0000898822-20-000043.txt : 20200603 0000898822-20-000043.hdr.sgml : 20200603 20200603160616 ACCESSION NUMBER: 0000898822-20-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200603 DATE AS OF CHANGE: 20200603 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89306 FILM NUMBER: 20940026 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: North Island Holdings I, LP CENTRAL INDEX KEY: 0001711953 IRS NUMBER: 822120914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET, 30TH FLOOR STREET 2: C/O NORTH ISLAND VENTURES, LLC CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 929-394-0010 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET, 30TH FLOOR STREET 2: C/O NORTH ISLAND VENTURES, LLC CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 sc13da.htm



“0 
UNITED STATES
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
 
 
 
 
SCHEDULE 13D
(Amendment No. 1)*
 
 
Under the Securities Exchange Act of 1934

 
 VIRTU FINANCIAL, INC.
 (Name of Issuer)
 
 Class A common stock, par value $0.00001 per share
 (Title of Class of Securities)
 
 928254101
 (CUSIP Number)

Jeremy Henderson
Ordinal Ventures, LLC
51 West 52nd Street, 30th Floor
New York, NY 10019
(929) 394-0020
 
Copy to:
DongJu Song
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 May 28, 2020
 (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


CUSIP No. 928254101
1
Names of Reporting Persons
Ordinal Holdings I, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
☐
 
(b)
T
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0
8
Shared Voting Power
21,395,041
9
Sole Dispositive Power
0
10
Shared Dispositive Power
21,395,041
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,395,041
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13
Percent of Class Represented by Amount in Row 11
17.8%*
14
Type of Reporting Person (See Instructions)
PN
 
* The calculation of the foregoing percentage is based on 120,451,098 shares of the Issuer’s Class A common stock, par value $0.00001 per share (the “Issuer Class A Common Stock”) that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.

CUSIP No. 928254101
1
Names of Reporting Persons
Ordinal Holdings I GP, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
☐
 
(b)
T
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0
8
Shared Voting Power
21,395,041
9
Sole Dispositive Power
0
10
Shared Dispositive Power
21,395,041
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,395,041
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13
Percent of Class Represented by Amount in Row 11
17.8%*
14
Type of Reporting Person (See Instructions)
PN
 
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.

CUSIP No. 928254101
1
Names of Reporting Persons
Ordinal Ventures, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
☐
 
(b)
T
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0
8
Shared Voting Power
21,395,041
9
Sole Dispositive Power
0
10
Shared Dispositive Power
21,395,041
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,395,041
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13
Percent of Class Represented by Amount in Row 11
17.8%*
14
Type of Reporting Person (See Instructions)
OO
 
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.

CUSIP No. 928254101
1
Names of Reporting Persons
Tide Mill L.L.C.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
☐
 
(b)
T
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0
8
Shared Voting Power
21,395,041
9
Sole Dispositive Power
0
10
Shared Dispositive Power
21,395,041
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,395,041
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13
Percent of Class Represented by Amount in Row 11
17.8%*
14
Type of Reporting Person (See Instructions)
OO
 
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.

CUSIP No. 928254101
1
Names of Reporting Persons
West Meadow Group LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
☐
 
(b)
T
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0
8
Shared Voting Power
21,395,041
9
Sole Dispositive Power
0
10
Shared Dispositive Power
21,395,041
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,395,041
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13
Percent of Class Represented by Amount in Row 11
17.8%*
14
Type of Reporting Person (See Instructions)
OO
 
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.

CUSIP No. 928254101
1
Names of Reporting Persons
Glenn H. Hutchins
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
☐
 
(b)
T
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0
8
Shared Voting Power
21,395,041
9
Sole Dispositive Power
0
10
Shared Dispositive Power
21,395,041
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,395,041
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13
Percent of Class Represented by Amount in Row 11
17.8%*
14
Type of Reporting Person (See Instructions)
IN
 
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.

CUSIP No. 928254101
1
Names of Reporting Persons
Robert Greifeld
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
☐
 
(b)
T
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0
8
Shared Voting Power
21,395,041
9
Sole Dispositive Power
0
10
Shared Dispositive Power
21,395,041
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,395,041
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13
Percent of Class Represented by Amount in Row 11
17.8%*
14
Type of Reporting Person (See Instructions)
IN
 
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.

Explanatory Note
This Amendment No. 1 (this “Amendment No. 1”) amends the statement on Schedule 13D (the “Original Schedule 13D” and, as amended, this “Schedule 13D”) filed with the Securities and Exchange Commission on July 31, 2017 by Ordinal Holdings I, LP, a Delaware limited partnership (formerly North Island Holdings I, LP), Ordinal Holdings I GP, LP, a Delaware limited partnership (formerly North Island Holdings I GP, LP), Ordinal Ventures, LLC, a Delaware limited liability company (formerly North Island Ventures, LLC), Tide Mill L.L.C., a Delaware limited liability company (formerly North Island L.L.C.), West Meadow Group LLC, a New Jersey limited liability company, Glenn H. Hutchins, a United States citizen, and Robert Greifeld, a United States citizen (collectively, the “Reporting Persons”), relating to the Class A common stock, par value $0.00001 per share (the “Issuer Class A Common Stock”) of Virtu Financial, Inc., a Delaware corporation (the “Issuer”).
Items 2, 4, 5, and 7 of the Schedule 13D are hereby amended and supplemented as follows:
Item 2.  Identity and Background.
Parts (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby amended and supplemented to add the following information:
“The following name changes have occurred: North Island Holdings I, LP has become Ordinal Holdings I, LP (“Holdings”); North Island Holdings I GP, LP has become Ordinal Holdings I GP, LP; North Island Ventures, LLC has become Ordinal Ventures, LLC; and North Island L.L.C. has become Tide Mill L.L.C.”
Item 4.  Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following information:
“On May 28, 2020, Holdings effected a distribution in kind of 18,669,062 shares of Issuer Class A Common Stock to Public Sector Pension Investment Board, a limited partner of Holdings.  After giving effect to the distribution, Holdings holds a total of 21,395,041 shares of Issuer Class A Common Stock which represents approximately 17.8% of the outstanding Issuer Class A Common Stock.”
Item 5.  Interest in Securities of the Issuer.
The first two paragraphs of parts (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated to read in their entirety as follows:
“(a) and (b)  The following disclosure assumes that there are 120,451,098 shares of Issuer Class A Common Stock issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.
As of the date hereof, 21,395,041 shares of Issuer Class A Common Stock are held by Holdings, which represents approximately 17.8% of the outstanding Issuer Class A Common Stock.”
Item 7.  Material to Be Filed as Exhibits.
The following document is filed or incorporated by reference as an exhibit to this Schedule 13D:
Exhibit Number
  
Description of Exhibit
99.1
  
Joint Filing Agreement, dated as of July 31, 2017, among the Reporting Persons (filed with the Original Schedule 13D).


Signature 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 3, 2020
 
ORDINAL HOLDINGS I, LP
 
By:  Ordinal Holdings I GP, LP, its general partner
 
By:  Ordinal Ventures, LLC, its general partner
   
   
 
By: /s/ Glenn H. Hutchins                                       
 
      Name: Glenn H. Hutchins

 
 
 
 
By:
 /s/ Glenn H. Hutchins                                     
 
 
 
Name:  Glenn H. Hutchins
 
 
Title:    Authorized Signatory
   
   
 
ORDINAL HOLDINGS I GP, LP
 
By:  Ordinal Ventures, LLC, its general partner
 
 
 
 
By:
/s/ Glenn H. Hutchins                                      
 
 
 
Name:  Glenn H. Hutchins
 
 
Title:    Authorized Signatory
   
   
 
ORDINAL VENTURES, LLC
 
 
 
 
By:
 /s/ Glenn H. Hutchins                                      
 
 
 
Name:  Glenn H. Hutchins
 
 
Title:    Authorized Signatory
   
   

 
TIDE MILL L.L.C.
 
 
 
 
By:
 /s/ Glenn H. Hutchins                                        
 
 
 
Name:  Glenn H. Hutchins
 
 
Title:    Authorized Signatory
   
   

 
WEST MEADOW GROUP LLC
 
 
 
 
By:
 /s/ Robert Greifeld                                              
 
 
 
Name:  Robert Greifeld
 
 
Title:    Administrative Manager
   
   


 
GLENN H. HUTCHINS
 
 
 
 
          By:
 /s/ Glenn H. Hutchins                                          
 
 
 
  

 
ROBERT GREIFELD
 
 
 
 
          By:
 /s/ Robert Greifeld