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