UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

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 (the "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).

 

 

 

(1)	Represents (i) 12,670,014 shares of the Issuer’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) issuable to Virtu Employee Holdco LLC (“Employee Holdco”) upon the exchange of 12,670,014 non-voting common interest units of Virtu Financial LLC (“Virtu Financial Units”) and an equal number of shares of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) held by Employee Holdco that the reporting person may be deemed to beneficially own in his capacity as the manager of Employee Holdco, (ii) 200,000 shares of Class A Common Stock that the reporting person directly owns and (iii) 1,387,500 shares of Class A Common Stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days.
(2)	Represents 80,610,490 shares of Class A Common Stock beneficially owned by Teresa Viola, the reporting person’s wife, that the reporting person may be deemed to beneficially own by virtue of their relationship.
(3)	Based on (i) 88,452,589 shares of Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on July 21, 2017, (ii) 1,387,500 shares of Class A Common Stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days, (iii) 12,670,014 shares of Class A Common Stock issuable to Employee Holdco upon the exchange of the 12,670,014 Virtu Financial Units and an equal number of shares of Class C Common Stock held by Employee Holdco and (iv) 79,610,490 shares of Class A Common Stock issuable to TJMT Holdings LLC (“TJMT”) upon (x) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D common stock, par value $0.00001 per share (the “Class D Common Stock”) held by TJMT for shares of Class B common stock, par value $0.00001 per share (the “Class B Common Stock”) and (y) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock.

 

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(1)

Represents 12,670,014 shares of Class A Common Stock issuable to the reporting person at any time upon the exchange of the 12,670,014 Virtu Financial Units and an equal number of shares of Class C Common Stock.

(2)

Based on (i) 88,452,589 shares of Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on July 21, 2017 and (ii) 12,670,014 shares of Class A Common Stock issuable to the reporting person upon the exchange of the 12,670,014 Virtu Financial Units and an equal number of shares of Class C Common Stock held by the reporting person.

 

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(1)

Represents (i) 1,000,000 shares of Class A Common Stock that the reporting person directly owns and (ii) 79,610,490 shares of Class A Common Stock issuable to the reporting person at any time upon (i) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D Common Stock held by the reporting person for shares of Class B Common Stock and (ii) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock.

(2)

Based on (i) 88,452,589 shares of Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on July 21, 2017 and (ii) 79,610,490 shares of Class A Common Stock issuable to the reporting person upon (x) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D Common Stock held by the reporting person for shares of Class B Common Stock and (y) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock.

 

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(1)	Represents (i) 52,235 shares of Class A Common Stock issuable to Employee Holdco upon the exchange of the 52,235 Virtu Financial Units and an equal number of shares of Class C Common Stock held by Employee Holdco, (ii) 5,752 shares of Class A Common Stock that the reporting person directly owns and (iii) 30,000 shares of Class A Common Stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days.
(2)	Represents (i) 1,000,000 shares of Class A Common Stock directly held by TJMT and (ii) 79,610,490 shares of Class A Common Stock issuable to TJMT upon (x) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D Common Stock held by TJMT for shares of Class B Common Stock and (y) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock that the reporting person and Teresa Viola may be deemed to beneficially own as a result of them sharing dispositive control and voting control over the shares held by TJMT as managing members of TJMT.
(3)	Based on (i) 88,452,589 shares of Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on July 21, 2017, (ii) 30,000 shares of Class A Common Stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days, (iii) 52,235 shares of Class A Common Stock issuable upon the exchange of the 52,235 Virtu Financial Units and an equal number of shares of Class C Common Stock held by Employee Holdco and (iv) 79,610,490 shares of Class A Common Stock issuable to TJMT upon (x) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D Common Stock held by TJMT for shares of Class B Common Stock and (y) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock.

 

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(1)

Represents (i) 1,000,000 shares of Class A Common Stock directly held by TJMT and (ii) 79,610,490 shares of Class A Common Stock issuable to TJMT upon (x) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D Common Stock held by TJMT for shares of Class B Common Stock and (y) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock that the reporting person and Michael Viola may be deemed to beneficially own as a result of them sharing dispositive control and voting control over the shares held by TJMT as managing members of TJMT.

(2)

Based on (i) 88,452,589 shares of Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on July 21, 2017 and (ii) 79,610,490 shares of Class A Common Stock issuable to TJMT upon (x) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D Common Stock held by TJMT for shares of Class B Common Stock and (y) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock.

 

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Item 1.   Security and Issuer.

 

This Schedule 13D relates to the Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) of Virtu Financial, Inc. (the “Issuer”), whose principal executive offices are located at 300 Vesey Street, New York, New York 10282.

 

The Reporting Persons (as defined below) have previously filed a statement on Schedule 13G in accordance with Rule 13d-1(d), dated February 14, 2017. This Schedule 13D is being filed to report the equity issuances of Class A Common Stock as described in Item 3, Item 4 and Item 6 hereof.

 

Item 2.  Identity and Background.

 

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

 

(1) Vincent Viola, a U.S. citizen;

(2) Virtu Employee Holdco LLC, a Delaware limited liability company (“Employee Holdco”);

(3) TJMT Holdings LLC, a Delaware limited liability company (“TJMT”);

(4) Michael Viola, a U.S. citizen; and

(5) Teresa Viola, a U.S. citizen.

 

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.”

 

The principal address of each of the Reporting Persons is 300 Vesey Street, New York, NY 10282.

 

The present principal occupations of the Reporting Persons are:

 

(1) Vincent Viola: Chairman Emeritus and member of the Board of Directors of the Issuer (the “Board”).

(2) Employee Holdco: Not applicable.

(3) TJMT: Not applicable.

(4) Michael Viola: Member of the Board.

(5) Teresa Viola: Co-Managing Member of TJMT.

 

(d)-(e) None of the Reporting Persons have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations

 

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of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

Prior to the initial public offering of the Issuer (the “IPO”), the Reporting Persons beneficially owned equity interests in Virtu Financial, LLC (“Virtu Financial”).  As part of the reorganization of the Issuer prior to its IPO, the Reporting Persons’ equity interests were reclassified into common units of Virtu Financial, they acquired non-economic shares of Class C Common Stock and Class D Common Stock of the Issuer and were granted the right to exchange the common units of Virtu Financial and shares of common stock of the Issuer for shares of Class A Common Stock or Class B Common Stock of the Issuer.  As a result, the Reporting Persons beneficially owned 94,469,216 shares of Class A Common Stock upon completion of the IPO.  Subsequent to the Issuer’s IPO, Vincent Viola, Michael Viola and TJMT purchased an aggregate of 1,205,752 shares of Class A Common Stock on the open market with personal funds and working capital and Vincent Viola and Michael Viola received from the Issuer an aggregate of 1,417,500 options exercisable for Class A Common Stock.

 

No part of the purchase price of the above transactions was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

 

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As previously disclosed by the Issuer, on July 20, 2017, the Issuer completed its acquisition (the “Acquisition”) of Virtu KCG Holdings LLC (formerly known as KCG Holdings, Inc.).  In connection with financing the consideration for the Acquisition, the Issuer entered into (i) an investment agreement (the “Temasek Investment Agreement”) with Aranda Investments Pte. Ltd. (“Temasek”), pursuant to which the Issuer issued to Temasek 6,346,155 shares of Class A Common Stock and, pursuant to a letter agreement, dated July 19, 2017, by and between the Issuer and Temasek, the Issuer expects to issue to Temasek an additional 1,666,666 shares of Class A Common Stock no later than October 6, 2017, subject to the satisfaction of certain regulatory conditions and there being no law or injunction restraining, enjoining, making illegal or otherwise prohibiting such issuance (collectively, the “Temasek Investment”), and (ii) an investment agreement (as amended, the “NIH Investment Agreement”) with North Island Holdings I, LP (“NIH”), pursuant to which the Issuer issued to NIH 39,725,979 shares of Class A Common Stock and, pursuant to a letter agreement, dated July 19, 2017, by and between the Issuer and NIH, the Issuer expects to issue to NIH an additional 338,124 shares of Class A Common Stock no later than October 6, 2017, subject to the satisfaction of certain regulatory conditions and there being no law or injunction restraining, enjoining, making illegal or otherwise prohibiting such issuance (collectively, the “NIH Investment” and, together with the Temasek Investment, the “Investments”). As further described in Item 6 hereof, TJMT entered into a Stockholders Agreement with Temasek and NIH that became effective upon the closing of the Acquisition.

 

As noted in Item 5 below, the Reporting Persons may be deemed to be in a group with NIH for purposes of Section 13(d)(3) of the Exchange Act.

 

Item 4.  Purpose of Transaction.

 

As a result of the Reporting Persons’ stock ownership, Mr. Vincent Viola’s position as Chairman Emeritus and a member of the Board and Mr. Michael Viola’s position as a member of the Board, the Reporting Persons are in a position to influence the management and policies of the Issuer and to influence the outcome of corporate actions requiring stockholder approval.  Following the Acquisition, TJMT continues to beneficially own the majority of the voting power of the outstanding capital stock of the Issuer as a result of holding shares of Class D Common Stock and therefore can approve or disapprove any matter requiring a majority vote of the Issuer’s stockholders.  For example, as a holder of the Class D Common Shares, TJMT approved the issuance of Class A Common Stock in connection with the Investments.

 

In the future, from time to time and at any time, the Reporting Persons may (i) in the open market, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including acquisitions from affiliates of the Reporting Persons; (ii) dispose of or transfer all or a portion of the securities of the Issuer that the Reporting Person now owns or may hereafter acquire, including sales pursuant to the Amended and Restated Registration Rights Agreement described in Item 6 hereto, to any person or entity, including dispositions to affiliates of the Reporting Persons; (iii) enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities; (iv) cause or seek to cause the Issuer or any of its subsidiaries to acquire all or a portion of another person’s assets or business, including

 

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acquisitions from affiliates of the Reporting Persons; (v) cause or seek to cause the Issuer or any of its subsidiaries to enter into one or more acquisitions, business combinations or mergers or to sell, transfer or otherwise dispose of all or any portion of its assets or business to any person or entity, including acquisitions, business combinations, mergers, sales, transfers and other dispositions with or to affiliates of the Reporting Persons; (vi) restructure the Issuer’s or any of its subsidiaries’ capitalization, indebtedness or holding company arrangements; (vii) make personnel changes to the present management or the Board of the Issuer deemed necessary or desirable; (viii) pledge securities of the Issuer to secure obligations of the Reporting Persons; (ix) make or propose any other material change in the Issuer’s or any of its subsidiaries’ corporate structure or business; or (x) engage in communications with one or more stockholders or officers or directors of the Issuer and other persons regarding any of the matters described in clauses (i) through (ix) above.

 

Except as described above in this Item 4 and in Item 6 hereof, no Reporting Person or any individual otherwise identified in Item 2 of this Schedule 13D has any present plans or proposals requiring disclosure under Item 4(a)-(j) of this Schedule 13D.

 

Item 5.  Interest in Securities of the Issuer.

 

(a)         See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentages of shares of Class A Common Stock beneficially owned by each of the Reporting Persons.

 

(b)         See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Class A Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

Because of the relationship between TJMT and NIH as a result of the Stockholders Agreement pursuant to which TJMT has agreed to take all necessary action, including voting all of its shares of capital stock of the Issuer, or providing written consent, to cause the election of the directors nominated by NIH, as further described in Item 6 hereof, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own an additional 39,725,979 shares of Class A Common Stock, which represents the shares of Class A Common Stock held by NIH. 39,725,979 shares of Class A Common Stock represents 21.8% of the total number of outstanding shares of Class A Common Stock (assuming that there is a total of 182,150,593 shares of Class A Common Stock issued and outstanding, which is the sum of (i) 88,452,589 shares of Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on July 21, 2017, (ii) 12,670,014 shares of Class A Common Stock issuable upon the exchange of the 12,670,014 Virtu Financial Units and an equal number of shares of Class C Common Stock, each of which is held by Employee Holdco, for shares of Class B Common Stock, (iii) 79,610,490 shares of Class A Common Stock issuable upon (x) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D Common Stock, each of which is held by TJMT, for shares of Class B Common Stock and (y) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock) and (iv) 1,417,500 shares of Class A Common Stock underlying vested and

 

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exercisable options or options becoming vested and exercisable within 60 days held by Vincent Viola and Michael Viola.

 

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities described in this Schedule 13D as being held by NIH.

 

(c)          Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in shares of Class A Common Stock during the past 60 days.

 

(d)         To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5, other than, with respect to the securities held directly by NIH and its affiliates.

 

(e)          Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Stockholders Agreement

 

On April 20, 2017, in connection with entering into the Temasek Investment Agreement and NIH Investment Agreement, the Issuer entered into a Stockholders Agreement (the “Stockholders Agreement”) with TJMT, Temasek, Havelock Fund Investments Pte Ltd. (an affiliate of Temasek) (“Havelock” and, together with Temasek, the “Temasek Entities”) and NIH. The provisions of the Stockholders Agreement summarized below took effect at the closing of the Acquisition.

 

Under the Stockholders Agreement, TJMT has agreed to take all necessary action, including voting all of its shares of capital stock of the Issuer, or providing written consent, to cause the election of the directors nominated by NIH pursuant to the NIH Investment Agreement and in accordance with the terms of the Stockholders Agreement. Further, TJMT has agreed, for so long as NIH is entitled to nominate a director, to take all necessary action, including voting its shares of capital stock of the Issuer, to ensure that the provisions in respect of corporate opportunities and director and officer indemnification, exculpation and advancement of expenses set forth in the Issuer’s certificate of incorporation and by-laws are not amended, modified or supplemented in any manner without NIH’s prior written consent. To the extent TJMT transfers any of its shares to an affiliated transferee, that transferee would also be bound by the terms of the Stockholders Agreement. TJMT’s obligations pursuant to NIH’s director nomination right will automatically terminate upon the termination of NIH’s right to appoint directors pursuant to the NIH Investment Agreement.

 

The Stockholders Agreement also grants the Temasek Entities and NIH tag-along rights, subject to customary exceptions, in connection with a transfer of shares by TJMT that are subject

 

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to cutback provisions on a pro rata basis (in each case calculated based on a fully exchanged and converted to Class A Common Stock basis).

 

The foregoing description of the Stockholders Agreement is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

 

Amended and Restated Registration Rights Agreement

 

On April 20, 2017, in connection with the Investments, the Issuer, TJMT, the Temasek Entities, NIH and certain direct or indirect equityholders of the Issuer entered into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”). The Amended and Restated Registration Rights Agreement grants the parties certain demand and other registration rights. The Amended and Restated Registration Rights Agreement took effect at the closing of the Acquisition.

 

Subject to several exceptions, including certain specified underwriter cutbacks and the Issuer’s right to defer a demand registration under certain circumstances, TJMT, the Temasek Entities and NIH may require that the Issuer register for public resale under the Securities Act of 1933, as amended, all common stock of the Issuer constituting registrable securities that they request be registered at any time so long as the securities requested to be registered in each registration statement have an aggregate estimated market value of at least $50 million. Under the Amended and Restated Registration Rights Agreement, the Issuer is not obligated to effectuate more than seven demand registrations for TJMT, more than four demand registrations for NIH or more than three demand registrations for the Temasek Entities. TJMT, the Temasek Entities and NIH also have the right to require the Issuer to register the sale of the registrable securities held by them on a registration statement on Form S-3, subject to offering size and other restrictions. In addition, the Issuer is required to file a shelf registration statement for the registrable securities, and cause such shelf registration statement to become effective, within one year after the earlier of the closing of the Temasek Investment and the NIH Investment.

 

If TJMT, the Temasek Entities or NIH make a request for registration, the non-requesting parties to the Amended and Restated Registration Rights Agreement are entitled to piggyback registration rights in connection with the request. If such request is for an underwritten offering, the piggyback registration rights are subject to underwriter cutback provisions. In addition, the parties to the Amended and Restated Registration Rights Agreement are entitled to piggyback registration rights with respect to any registration initiated by the Issuer or another stockholder, and if any such registration is in the form of an underwritten offering, such piggyback registration rights are subject to underwriter cutback provisions.

 

Pursuant to the Amended and Restated Registration Rights Agreement, NIH will have no registration rights until after the first anniversary of the closing of the NIH Investment and during such period NIH shall be deemed to be an Excluded Party (as defined in the Amended and Restated Registration Rights Agreement) in connection with certain cutback provisions (unless TJMT exercises its registration rights under the Amended and Restated Registration Rights Agreement, in which case NIH will have the right to exercise its registration rights).

 

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In connection with the registrations described above, the Issuer will indemnify any selling stockholders and the Issuer will bear all fees, costs and expenses (except underwriting commissions and discounts and fees and expenses of the selling stockholders and their internal and similar costs (other than the fees and expenses of a single law firm representing the selling stockholders)).

 

The foregoing description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the Amended and Restated Registration Rights Agreement, a copy of which is filed herewith as Exhibit 99.3 and is incorporated herein by reference.

 

Amended and Restated Lock-up Waivers Agreement

 

On April 20, 2017, in connection with the Amended and Restated Registration Rights Agreement, Mr. Viola, TJMT, Employee Holdco, the Issuer, the Temasek Entities, NIH and the other parties thereto entered into the Amended and Restated Lock-up Waivers Agreement (the “Amended and Restated Lock-up Waivers Agreement”). The Amended and Restated Lock-up Waivers Agreement governs any underwriter lock-ups to which TJMT, the Temasek Entities and NIH are subject, and the priority on release of such lock-ups. The Amended and Restated Lock-up Waivers Agreement took effect at the closing of the Acquisition.

 

The foregoing description of the Amended and Restated Lock-up Waivers Agreement is qualified in its entirety by reference to the Amended and Restated Lock-up Waivers Agreement, a copy of which is filed herewith as Exhibit 99.4 and is incorporated herein by reference.

 

Except as disclosed in Items 3 and 4 above and this Item 5, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies.

 

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Item 7.  Material to be Filed as Exhibits.

 

Exhibit No.		Description
99.1		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
99.2		Stockholders Agreement, dated as of April 20, 2017, by and among Virtu Financial, Inc., TJMT Holdings LLC, Havelock Fund Investments Pte Ltd, Aranda Investments Pte. Ltd. and North Island Holdings I, LP (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Virtu Financial, Inc. on May 10, 2017).
99.3		Amended and Restated Registration Rights Agreement, dated as of April 20, 2017, by and among Virtu Financial, Inc., TJMT Holdings LLC, Aranda Investments Pte. Ltd., Havelock Fund Investments Pte Ltd., North Island Holdings I, LP and the additional holders named therein (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Virtu Financial, Inc. on May 10, 2017).
99.4		Amended and Restated Lock-up Waivers Agreement, dated as of April 20, 2017, by and among Virtu Financial, Inc., TJMT Holdings LLC, Havelock Fund Investments Pte Ltd, Aranda Investments Pte. Ltd., North Island Holdings I, LP and the additional parties named therein.
99.5		Powers of Attorney, dated February 4, 2016, granted by the Reporting Persons in favor of the Issuer’s General Counsel, Chief Financial Officer and Chief Executive Officer (incorporated by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on February 5, 2016).

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  July 31, 2017

 

 

	*
	Vincent Viola
	*
	Virtu Employee Holdco LLC
	*
	TJMT Holdings LLC
	*
	Michael Viola
	*
	Teresa Viola

 

 

*By:
/s/ Justin Waldie
Justin Waldie, as Attorney-in-fact

 

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Exhibit 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated as of July 31, 2017.

 

	*
	Vincent Viola
	*
	TJMT HOLDINGS LLC
	*
	VIRTU EMPLOYEE HOLDCO LLC
	*
	Michael Viola
	*
	Teresa Viola
*By:
/s/ Justin Waldie
Justin Waldie, as Attorney-in-fact

 

Exhibit 99.4

 

EXECUTION VERSION

 

AMENDED AND RESTATED LOCK-UP WAIVERS AGREEMENT

 

This Agreement is entered into as of April 20, 2017 (this “Agreement”), by and among Virtu Financial, Inc., a Delaware corporation (the “Company”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders” and together with the Company, the “Parties”).

 

WHEREAS, in connection with the Company’s initial public offering (the “IPO”) of shares of Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), the Company, TJMT Holdings LLC, certain affiliates of Silver Lake Partners (the “Silver Lake Entities”), Havelock Fund Investments. Pte. Ltd (“Havelock”), the Management Vehicles and certain other parties (collectively, the “Existing Parties”) entered into a registration rights agreements on April 15, 2015 (the “Existing Registration Rights Agreement”);

 

WHEREAS, in connection with the Existing Registration Rights Agreement, the Existing Parties entered into a lock-up waivers agreement on April 15, 2015 to govern the release of underwriting lock-up agreements (the “Existing Lock-Up Waivers Agreement”);

 

WHEREAS, the Silver Lake Entities exited their investment in the Company through a secondary offering in November 2015 and, as a result, their rights and obligations under the Existing Registration Rights Agreement and the Existing Lock-Up Waivers Agreement have automatically terminated pursuant to the terms therein;

 

WHEREAS, the Company and the North Island Entity have entered into an investment agreement  (the “North Island Investment Agreement”) on April 20, 2017, pursuant to which the Company will issue shares of Class A Common Stock to North Island Entity;

 

WHEREAS, the Company and Aranda Investments Ptd. Ltd. (“Aranda”) have entered into an investment agreement (the “Temasek Investment Agreement”) on April 20, 2017, pursuant to which the Company will issue shares of Class A Common Stock to Aranda ;

 

WHEREAS, the Parties have entered into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) to provide the registration rights set forth therein to the North Island Entity in connection with its investment in the Company;

 

WHEREAS, the Stockholders and the Company desire to enter into the arrangements set forth herein to govern the release of underwriting lock-up agreements (“Lock-Up Agreements”);

 

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the Parties hereto hereby agree that the Existing Lock-Up Waivers Agreement shall be, and hereby is, amended and restated in its entirety as follows:

 

1.             Definitions.  For the purposes of this Agreement the following terms shall have the meanings specified in this Section 1:

 

“Agreement” shall have the meaning set forth in the Preamble.

 

 

“Amended and Restated Registration Rights Agreement” shall have the meaning set forth in the Preamble, substantially in the form attached hereto as Exhibit A.

 

“Class A Common Stock” shall have the meaning set forth in the Recitals.

 

“Common Stock” shall mean, collectively, the Class A Common Stock, the Class B common stock of the Company, par value $0.00001 per share (the “Class B Common Stock”), the Class C common stock of the Company, par value $0.00001 per share, and the Class D common stock of the Company, par value $0.00001 per share.

 

“Company” shall have the meaning set forth in the Preamble.

 

“Concurrent Release” shall have the meaning set forth in Section 2(b)(ii).

 

“e-mail” shall have the meaning set forth in Section 5.

 

“Equity Interest” shall mean the Securities that represent one share of Class A Common Stock or one share of Class B Common Stock either directly or on an as-converted, as-exchanged or as-exercised basis.

 

“Investor Released Equity Interests” shall mean, with respect to any public offering of Equity Interests for which the North Island Entity or the Temasek Entities are subject to a lock-up agreement pursuant to Section 2.12 of the Amended and Restated Registration Rights Agreement, the aggregate Equity Interests of the North Island Entity, the Temasek Entities and their respective Transferees that are to be released from their applicable lock-up agreements (assuming that (i) the provisions of Section 2(b)(ii) have been complied with and (ii) no North Island Entity or Temasek Entities or any of their respective Transferees has waived in writing its rights to a Concurrent Release in respect of any of its Equity Interests under Section 2(b)(ii)).

 

“Lock-up Agreement” shall have the meaning set forth in the Recitals.

 

“Lock-up Transferee” shall mean any person to whom a Stockholder offers, sells, contracts to sell, pledges, grants an option to purchase, makes any short sale, assigns or otherwise transfers any Securities and who, pursuant to the terms of the Lock-up Agreement, is, therefore, obligated to be bound by the terms of the Lock-up Agreement.

 

“Management Vehicles” shall mean the person set forth on Schedule A hereto under the heading “Management Vehicles”.

 

“North Island Entity” shall mean those persons set forth on Schedule A hereto under the heading “North Island Entity”.

 

“North Island Investment Agreement” shall have the meaning set forth in the Recitals.

 

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“North Island Percentage” shall mean, in respect of each Concurrent Release, an amount equal to the aggregate number of Equity Interests released pursuant to such Concurrent Release with respect to the North Island Entity and their Transferees divided by the aggregate number of Equity Interests beneficially owned by the North Island Entity immediately prior to the date hereof and without giving effect to the sale of Equity Interests by the North Island Entity pursuant to Section 2 hereof.

 

“Other Party” shall mean those persons set forth on Schedule A hereto under the heading “Other Parties” and the Management Vehicle.

 

“Parties” shall have the meaning set forth in the Preamble.

 

“Requesting Party” shall mean, with respect to each Concurrent Release sought, the Stockholder or Transferee applying to the underwriters (or representatives of the underwriters) for such Concurrent Release.

 

“Requesting Party Percentage” shall mean, in respect of each Concurrent Release, an amount equal to the aggregate number of Equity Interests released pursuant to such Concurrent Release with respect to the Requesting Party and their Transferees divided by the aggregate number of Equity Interests beneficially owned by the Requesting Party immediately prior to the date hereof.

 

“Securities” shall mean shares of Common Stock or any membership interests of Virtu Financial, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or any membership interests of Virtu Financial, whether now owned or hereinafter acquired, owned directly (including holding as a custodian) or beneficially owned (within the rules and regulations of the Securities and Exchange Commission) by a Stockholder, a Lock-up Transferee of a Stockholder or a Transferee of a Stockholder.

 

“Silver Lake Entities” shall have the meaning set forth in the Preamble.

 

“Stockholder” and “Stockholders” shall have the meanings set forth in the Preamble.

 

“Temasek Entities” shall mean the persons set forth on Schedule A hereto under the heading “Temasek Entity.”

 

“Temasek Investment Agreement” has the meaning set forth in the recitals.

 

“Temasek Percentage” shall mean, in respect of each Concurrent Release, an amount equal to the aggregate number of Equity Interests released pursuant to such Concurrent Release with respect to the Temasek Entities and their Transferees divided by the aggregate number of Equity Interests beneficially owned by the Temasek Entities immediately prior to the date hereof and without giving effect to the sale of Equity Interests by the Temasek Entities pursuant to Section 2 hereof.

 

3

 

“Tier 1 Lock-up Period” shall mean the period until the completion of the offering that is counted under Section 2.1(b) of the Amended and Restated Registration Rights Agreement as the second Demand under the Amended and Restated Registration Rights Agreement following the date hereof.

 

“Tier 2 Lock-up Period” shall mean the period subsequent to the expiration of the Tier 1 Lock-up Period.

 

“Transferee” shall mean (i) any person to whom a Stockholder sells, assigns or otherwise transfers Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) and who becomes a party to the Amended and Restated Registration Rights Agreement in accordance with its terms, if not previously a party thereto, and (ii) any persons to whom such Registrable Securities are subsequently sold, assigned or otherwise transferred and who become parties to the Amended and Restated Registration Rights Agreement in accordance with its terms, if not previously parties thereto.

 

“Viola Entities” shall mean those persons set forth on Schedule A hereto under the heading “Viola Entities”.

 

“Viola Released Equity Interests” shall mean, with respect to any public offering of Equity Interests for which the North Island Entity or the Temasek Entities are subject to a lock-up agreement pursuant to Section 2.12 of the Amended and Restated Registration Rights Agreement, the Equity Interests of the Viola Entities and their Transferees that are to be released from their applicable lock-up agreements (assuming that (i) the provisions of Section 2(b)(ii) have been complied with and (ii) where no Viola Entity or any of their Transferees is the Requesting Party, no Viola Entity or any of their Transferees has waived in writing its rights to a Concurrent Release in respect of its Equity Interests under Section 2(b)(ii)).

 

“Virtu Financial” means Virtu Financial LLC, a Delaware limited liability company.

 

Terms not defined herein shall have the meanings ascribed to them in the Amended and Restated Registration Rights Agreement.

 

2.                                      Agreement Regarding Lock-up Waivers.

 

(a)           The Company hereby agrees to take all necessary action, including entering stop transfer instructions with the Company’s transfer agent and registrar, to prevent the transfer of any Securities except in compliance with the terms of Section 2(b) of this Agreement and each Stockholder hereby consents to the taking of all such actions.

 

(b)           The Parties hereto hereby agree that at any time a North Island Entity or Temasek Entity is subject to a lock-up agreement pursuant to Section 2.12 of the Amended and Restated Registration Rights Agreement:

 

(i)            Each Stockholder then subject to Section 2.12 of the Amended and Restated Registration Rights Agreement shall, and shall cause each of its Transferees to

 

4

 

agree in writing to, be subject to the same form of lock-up agreement as the North Island Entity and the Temasek Entities (other than as modified by this Agreement).

 

(ii)           Each Stockholder then subject to Section 2.12 of the Amended and Restated Registration Rights Agreement hereby agrees not to, and to cause its Transferees to agree in writing not to, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of Securities in violation of such lock-up agreement (without giving effect to any waiver or consent provisions therein and regardless of any implicit or explicit waiver of such restriction by the counterparties to such lock-up agreement), except to the extent such person has obtained a simultaneous release from the counterparties to such lock-up agreement (a “Concurrent Release”) for each other Stockholder and such other Stockholder’s Transferees on the same basis with respect to a number of Equity Interests beneficially owned by each Stockholder and its Transferees (except to the extent such Stockholder or Transferee, as applicable, has waived in writing their rights pursuant to this Section 2(b)(ii)A.1.ii) as calculated below (it being understood and agreed that each Stockholder and Transferee consisting of multiple persons shall determine amongst itself what proportion of the Equity Interests released pursuant to Sections 2(b)(ii)A, Section 2(b)(ii)B and Section 2(b)(ii)C shall be released with respect to each person).

 

A.                                    If the Requesting Party is a North Island Entity, a Temasek Entity, a Viola Entity or one of their respective Transferees, then:

 

1.                                      For the duration of the Tier 1 Lock-up Period:

 

i.                                          the North Island Entity and their Transferees (when none of such persons is the Requesting Party) shall be released with respect to a number of Equity Interests, in the aggregate, equal to 0.5 times the number of Viola Released Equity Interests; provided that if the Temasek Entities and their Transferees hold a number of Equity Interests that is, in the aggregate, less than 0.5 times the number of Viola Released Equity Interests, then the North Island Entity and their Transferees shall be released with respect to an additional number of Equity Interests equal to the difference between (x) 0.5 times the number of Viola Released Equity Interests and (y) the number of Equity Interests held by the Temasek Entities and their Transferees;

 

5

 

ii.                                       the Temasek Entities and their Transferees (when none of such persons is the Requesting Party) shall be released with respect to a number of Equity Interests, in the aggregate, equal to 0.5 times the number of Viola Released Equity Interests; provided that if the North Island Entity and their Transferees hold a number of Equity Interests that is, in the aggregate, less than 0.5 times the number of Viola Released Equity Interests, then the Temasek Entities and their Transferees shall be released with respect to an additional number of Equity Interests equal to the difference between (x) 0.5 times the number of Viola Released Equity Interests and (y) the number of Equity Interests held by the North Island Entity and their Transferees;

 

iii.                                    the Viola Entities and their Transferees (when none of such persons is the Requesting Party) shall be released with respect to a number of Equity Interests, in aggregate, equal to the aggregate number of Investor Released Equity Interests; and

 

iv.                                   each Stockholder (other than the North Island Entity, Temasek Entities and the Viola Entities) and its Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to (x) the greater of the North Island Percentage and the Temasek Percentage multiplied by (y) the number of Equity Interests beneficially owned by such Stockholder and its Transferees immediately prior to the date hereof.

 

B.                                    If the Requesting Party is an Other Party or a Transferee of an Other Party, then:

 

1.                                      Subject to Section 2(b)(ii)C, each Other Party and their Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to the Requesting Party Percentage multiplied by the number of Equity Interests beneficially owned by such Other Party and its Transferees immediately prior to the date hereof;

 

2.                                      Subject to Section 2(b)(ii)C, the North Island Entity and their Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to the Requesting Party Percentage multiplied by the aggregate number of Equity Interests beneficially owned by the North Island Entity immediately prior to the date hereof;

 

6

 

3.                                      Subject to Section 2(b)(ii)C, the Temasek Entities and their Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to the Requesting Party Percentage multiplied by the aggregate number of Equity Interests beneficially owned by Temasek Entities immediately prior to the date hereof;

 

4.                                      For the duration of the Tier 1 Lock-up Period, the Viola Entities and their Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to the greater of (i) 2.0 times the number of Equity Interests released with respect to the North Island Entity and their Transferees, in the aggregate, and (iii) 2.0 times the number of Equity Interests released with respect to the Temasek Entities and their Transferees, in the aggregate; and

 

5.                                      For the purposes of the calculations in Sections 2(b)(ii)B.4 above, the number of Equity Interests deemed released with respect to the North Island Entity, the Temasek Entities and their respective Transferees shall, in each case, be no greater than the number of Equity Interests then owned by such persons.

 

C.                                    For the duration of the Tier 2 Lock-up Period, each Stockholder and such Stockholder’s Transferees shall be released with respect to a number of Equity Interests pro rata on the basis of the relative number of fully vested Equity Interests then owned by such Stockholder and such Stockholder’s Transferees.

 

(iii)          Any Stockholder obtaining a Concurrent Release shall, promptly (and in any event, within one business day) and prior to transferring any Securities in reliance upon such Concurrent Release, notify the Company in writing of the terms of such Concurrent Release and provide a copy thereof to the Company.

 

(iv)          Upon receipt of the notice set forth in Section 2(b)(iii) above, the Company shall, promptly (and in any event, within one business day), notify each Stockholder and its Lock-up Transferees or Transferees, as applicable, in writing of the Concurrent Release and its terms, together with a copy thereof.  Upon notice that a Concurrent Release has been granted, the Company shall as promptly as reasonably practicable take all necessary actions to permit the transfer of Securities by the Stockholders and their Lock-up Transferees or Transferees, as applicable, in accordance with the terms of the Concurrent Release.

 

(v)           If the application of Section 2(b)(ii) would, in the absence of this Section 2(b)(v), result in the Requesting Party having to seek a waiver in respect of a fractional number of Equity Interests, such number shall be rounded up to the nearest whole Equity Interest.

 

3.             Amendments and Waivers.  This Agreement may be modified, amended or waived only with the written approval of the Company, the North Island Entity (so long as any North

 

7

 

Island Entity beneficially owns any Equity Interests), the Temasek Entities (so long as any Temasek Entity beneficially owns any Equity Interests) and the Viola Entities; provided, however, that any modification, amendment or waiver of this Agreement that would affect any other Party hereto in a manner materially and disproportionately adverse to such Party relative to the North Island Entity or the Viola Entities shall be effective against such Party so materially and adversely affected only with the prior written consent of such Party, such consent not to be unreasonably withheld, conditioned or delayed.  The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

 

4.             Termination. This Agreement shall terminate automatically upon the North Island Entity and the Temasek Entities and their respective Transferees ceasing to own any Equity Interests.

 

5.             Notices.  All notices to any Party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and not received by automated response).  All such notices, requests and other communications to any Party hereunder shall be given to such Party at the address, facsimile number or e-mail address set forth by such Party on the signature pages hereto or at such other address, facsimile number or e-mail address as such Party may hereafter specify for the purpose by notice to the other Parties. Each Stockholder shall cause each of its Lock-up Transferees and Transferees to provide a written notice to the Parties specifying an address, facsimile number or e-mail for the purpose of delivering notice to such Lock-up Transferee or Transferee, as applicable.

 

6.             Further Assurances.  At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as any other Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

 

7.             Entire Agreement.  Except as otherwise expressly set forth herein, this Agreement (including all of the exhibits hereto) embodies the complete agreement and understanding among the Parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, that may have related to the subject matter hereof in any way.

 

8.             Governing Law.  This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State.

 

9.             Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed,

 

8

 

construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

10.          Counterparts; Facsimile Signatures.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  This Agreement may be executed by facsimile, e-mail or .pdf format signature(s).

 

11.          Effectiveness of Amendments.  This Agreement and the amendments contemplated herein shall not take effect until the Amended and Restated Registration Rights Agreement becomes effective. Pending such effectiveness, the Existing Lock-up Waivers Agreement shall remain in full force and effect.  If the North Island Investment Agreement and the Temasek Investment Agreement are terminated prior to the closing of the transactions contemplated thereby for any reason, this Agreement shall have no effect and the Existing Lock-up Waivers Agreement shall continue in full force and effect.

 

[Remainder of page intentionally left blank]

 

9

 

IN WITNESS WHEREOF, the Parties hereto have executed this agreement as of the date first above written.

 

	VIRTU FINANCIAL, INC.
	By:	/s/ Douglas A. Cifu
	Name:	Douglas A. Cifu
	Title:	Chief Executive Officer
	Virtu Financial, Inc.
	645 Madison Avenue
	New York, New York 10022
	Attention: General Counsel
	Facsimile No.: 212-418-0123
	E-mail: jwaldie@virtufinancial.com
	With copies (which shall not constitute notice) to:
	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, NY 10019-6064
	Facsimile No.: (212) 757-3990
	Attention:		John C. Kennedy
			Jeffrey D. Marell
	E-mail:		jkennedy@paulweiss.com
			jmarell@paulweiss.com

 

 

North Island Entity

 

North Island Holdings I, LP

 

By:	North Island Holdings I GP, LP,
	its general partner
By:	North Island Ventures, LLC,
	its general partner
/s/ Glenn Hutchins
By:	Glenn Hutchins
Title:	Chief Executive Officer

 

 

If to any of the North Island Entity addressed to them at:

 

North Island Holdings I, LP
c/o North Island Ventures, LLC
9 West 57th Street, 32nd Floor
New York, New York 10019
Attention:  Jeremy Henderson
Facsimile:  (914) 834-2351

Email:  jeremy@northisland.net

 

With copies (which shall not constitute actual or constructive notice) to:

 

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:  David K. Lam

Mark F. Veblen

Facsimile:  (212) 403-2000

E-mail: dklam@wlrk.com

mfveblen@wlrk.com

 

Coral Blue Investment Pte. Ltd.
280 Park Avenue, 9th Floor

New York, New York 10017
Attention:  Ivan Stoyanov and David Rivera
E-mail:   ivanstoyanov@gic.com.sg

davidrivera@gic.com.sg

 

Sidley Austin LLP
787 Seventh Avenue

New York, New York 10019
Attention:  Asi Kirmayer
Facsimile:  (212) 839-5599

E-mail:   akirmayer@sidley.com

 

Public Sector Pension Investment Board

1250 René-Lévesque Blvd. West

Suite 900

Montreal (Québec) H3B 4W8

Attention: Senior Vice President and Chief Legal Officer

E-mail: LegalNotices@investpsp.ca

 

Weil, Gotshal & Manges LLP

767 5th Avenue

New York, New York 10153

Facsimile: (212) 310-8007

Attention:  Douglas Warner

E-mail: doug.warner@weil.com

 

 

Temasek Entity

 

HAVELOCK FUND INVESTMENTS PTE LTD

 

By:	/s/ Ping Chin Yee
Name:	Ping Chin Yee
Title:	Authorized Signatory

 

If to the Temasek Entities addressed to them at:
Aranda Investments Pte. Ltd.
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Attention: Pradyumna Agrawal
Email: pradyumna@temasek.com.sg
and
Havelock Fund Investments Pte Ltd
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Attention: Pradyumna Agrawal
Email: pradyumna@temasek.com.sg
With copies (which shall not constitute actual notice) to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attention: Scott Petepiece
Facsimile: (646) 848-8576
E-mail: SPetepiece@Shearman.com

 

 

Temasek Entity

 

ARANDA INVESTMENTS PTE. LTD.

 

By:	/s/ Ping Chin Yee
Name:	Ping Chin Yee
Title:	Authorized Signatory
If to the Temasek Entities addressed to them at:
Aranda Investments Pte. Ltd.
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Attention: Pradyumna Agrawal
Email: pradyumna@temasek.com.sg
and
Havelock Fund Investments Pte Ltd
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Attention: Pradyumna Agrawal
Email: pradyumna@temasek.com.sg
With copies (which shall not constitute actual notice) to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attention: Scott Petepiece
Facsimile: (646) 848-8576
E-mail: SPetepiece@Shearman.com

 

 

Viola Entities
VINCENT VIOLA
By:	/s/ Vincent Viola
TJMT HOLDINGS LLC
By:	/s/ Michael Viola
Name:	Michael Viola
Title:	Authorized Person
If to any of the Viola Entities addressed to them at:
Virtu Financial, Inc.
645 Madison Avenue
New York, New York 10022
Attention: General Counsel
Facsimile No.: 212-418-0123
E-mail: jwaldie@virtufinancial.com
With copies (which shall not constitute notice) to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Facsimile No.: (212) 757-3990
Attention:			John C. Kennedy
			Jeffrey D. Marell
E-mail:		jkennedy@paulweiss.com
		jmarell@paulweiss.com

 

 

Management Vehicle
VIRTU EMPLOYEE HOLDCO LLC
By:	/s/ Douglas A. Cifu
Name:	Douglas A. Cifu
Title:	Authorized Signatory
If to the Company or the Management Vehicle addressed to them at:
Virtu Financial, Inc.
645 Madison Avenue
New York, New York 10022
Attention: General Counsel
Facsimile No.: 212-418-0123
E-mail: jwaldie@virtufinancial.com
With copies (which shall not constitute notice) to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Facsimile No.: (212) 757-3990
Attention:			John C. Kennedy
			Jeffrey D. Marell
E-mail:		jkennedy@paulweiss.com
		jmarell@paulweiss.com

 

 

Management Vehicle
VIRTU IRELAND EMPLOYEE HOLDCO LIMITED, as trustee of the Virtu Ireland Employee Trust
By:	/s/ Douglas A. Cifu
Name:	Douglas A. Cifu
Title:	Authorized Signatory
As witnessed by:
By:	/s/ Justin Waldie
Name:	Justin Waldie
Address:
Virtu Financial, Inc.
900 Third Avenue
New York, New York 10022
Occupation: Attorney
If to the Virtu Ireland Employee Holdco Limited, addressed to it at:
Virtu Financial, Inc.
645 Madison Avenue
New York, New York 10022
Attention: General Counsel
Facsimile No.: 212-418-0123
E-mail: jwaldie@virtufinancial.com
With copies (which shall not constitute notice) to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Facsimile No.: (212) 757-3990
Attention:			John C. Kennedy
			Jeffrey D. Marell
E-mail:		jkennedy@paulweiss.com
		jmarell@paulweiss.com

 

 

Schedule A

 

North Island Entity

 

North Island Holdings I, LP

 

Temasek Entities

 

Havelock Fund Investments Pte Ltd.

Aranda Investments Ptd. Ltd.

 

Viola Entities

 

Vincent Viola

TMJT Holdings LLC

 

Management Vehicle

 

Virtu Employee Holdco LLC
Virtu Ireland Employee Holdco Limited, as trustee of the Virtu Ireland Employee Trust

 

Other Parties

 

Douglas A. Cifu

Cifu 2011 Family Trust

Graham Free

 

 

Exhibit A

 

Amended and Restated Registration Rights Agreement

 

(see attached)