0001104659-15-028056.txt : 20150416 0001104659-15-028056.hdr.sgml : 20150416 20150416173942 ACCESSION NUMBER: 0001104659-15-028056 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150415 FILED AS OF DATE: 20150416 DATE AS OF CHANGE: 20150416 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: TJMT Holdings LLC CENTRAL INDEX KEY: 0001602512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 15776132 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 3 1 a3.xml 3 X0206 3 2015-04-15 0 0001592386 Virtu Financial, Inc. VIRT 0001602512 TJMT Holdings LLC C/O VIRTU FINANCIAL, INC. 900 THIRD AVENUE NEW YORK NY 10022-1010 1 0 1 1 See Remarks Class D common stock 79610490 D Non-voting common interest units of Virtu Financial LLC Class B common stock and Class A common stock 79610490 D 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 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 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 of the issuer on a one-for-one basis at the discretion of the holder. Exhibit 24.1: Power of Attorney. By virtue of its relationship with Mr. Vincent Viola, a director of the issuer, the reporting person may be deemed to be director by deputization. /s/ Justin Waldie 2015-04-16 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

Power of Attorney

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Virtu Financial, Inc. (the “Company”):

 

(i)                                     General Counsel,

 

(ii)                                  Chief Financial Officer, and

 

(iii)                               Chief Executive Officer

 

signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or holder of 10% or more of the registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of April 2015.

 

 

 

VIRTU EMPLOYEE HOLDCO LLC

 

 

 

 

 

By:

/s/ Michael Viola

 

 

Name:

Michael Viola

 

 

Title:

Authorized Person

 

[Signature Page to Power of Attorney (Forms 3, 4 & 5)]