0001179110-18-014164.txt : 20181219
0001179110-18-014164.hdr.sgml : 20181219
20181219203124
ACCESSION NUMBER: 0001179110-18-014164
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181217
FILED AS OF DATE: 20181219
DATE AS OF CHANGE: 20181219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Troise Francis J
CENTRAL INDEX KEY: 0001659733
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32722
FILM NUMBER: 181244492
MAIL ADDRESS:
STREET 1: C/O INVESTMENT TECHNOLOGY GROUP, INC.
STREET 2: ONE LIBERTY PLAZA 165 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10006
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: INVESTMENT TECHNOLOGY GROUP, INC.
CENTRAL INDEX KEY: 0000920424
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 952848406
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE LIBERTY PLAZA
STREET 2: 165 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: (212) 588-4000
MAIL ADDRESS:
STREET 1: ONE LIBERTY PLAZA
STREET 2: 165 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10006
FORMER COMPANY:
FORMER CONFORMED NAME: INVESTMENT TECHNOLOGY GROUP INC
DATE OF NAME CHANGE: 19940316
4
1
edgar.xml
FORM 4 -
X0306
4
2018-12-17
0
0000920424
INVESTMENT TECHNOLOGY GROUP, INC.
ITG
0001659733
Troise Francis J
ONE LIBERTY PLAZA
165 BROADWAY
NEW YORK
NY
10006
1
1
0
0
CEO and President
Common Stock
2018-12-17
4
F
0
46794
30.01
D
237397.50
D
Common Stock
2018-12-18
4
M
0
65611
16.18
A
303008.50
D
Common Stock
2018-12-18
4
S
0
65611
30.015
D
237397.50
D
Option (right to buy)
16.18
2018-12-18
4
M
0
65611
0
D
2024-01-15
Common Stock
65611
131240
D
On December 13, 2018, the Compensation Committee (the "Committee") of the Board of Directors of Investment Technology Group, Inc. (the "Company") approved, effective December 17, 2018, the accelerated vesting of two separate time-based restricted stock units previously granted to the Reporting Person, representing in the aggregate (a) 34,124 time-based restricted stock units, which were scheduled to vest on January 24, 2019, (b) 39,235 time-based restricted stock units, which were scheduled to vest on January 24, 2020 and (c) 22,196 time-based restricted stock units, which were scheduled to vest on January 24, 2021. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the Reporting Person of Section 280G of the Internal Revenue Code, as amended (the "Code"), in connection with the Company's merger ("Merger") with Virtu Financial, Inc. ("Virtu").
The reported disposition represents the withholding of shares for payment of taxes arising from the accelerated vesting of the time-based restricted stock units.
The Reporting Person engaged in this transaction in order to mitigate potential adverse consequences to the Company and the Reporting Person of Section 280G of the Code in connection with the Company's Merger with Virtu. A portion of these shares were sold to cover exercise price and taxes in accordance with broker's procedure for sell-to-cover transactions. The price reported reflects the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $29.945 to $30.06, inclusive. The Reporting Person undertakes to provide to the SEC staff, the Company, or a security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.
One-third of the option vested on each of January 15, 2017 and January 15, 2018. On December 13, 2018, the Committee approved the acceleration of vesting of the remaining portion of the option that was scheduled to vest on January 15, 2019, effective December 17, 2018. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the Reporting Person of Section 280G of the Code in connection with the Company's Merger with Virtu.
Angelique DeSanto, by power of attorney filed with Form 3 dated January 20, 2016
2018-12-19