0001179110-19-003366.txt : 20190305 0001179110-19-003366.hdr.sgml : 20190305 20190305192846 ACCESSION NUMBER: 0001179110-19-003366 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190301 FILED AS OF DATE: 20190305 DATE AS OF CHANGE: 20190305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shavel Lee CENTRAL INDEX KEY: 0001521495 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32722 FILM NUMBER: 19660704 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA 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 2019-03-01 1 0000920424 INVESTMENT TECHNOLOGY GROUP, INC. ITG 0001521495 Shavel Lee ONE LIBERTY PLAZA 165 BROADWAY NEW YORK NY 10006 1 0 0 0 Common Stock 2019-03-01 4 D 0 14082 30.30 D 0 D Pursuant to the Agreement and Plan of Merger, dated as of November 6, 2018, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Impala Merger Sub, Inc., a Delaware corporation ("Merger Sub") and an indirect wholly owned subsidiary of Virtu, and Investment Technology Group, Inc., a Delaware corporation (the "Company"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and an indirect wholly owned subsidiary of Virtu, 10,520 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), owned by the reporting person were converted into the right to receive $30.30 per share in cash without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") granted by the Company fully vested and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time and (ii) the Merger Consideration of $30.30 per share. Accordingly, 3,562 RSUs granted to the reporting person on June 7, 2018 under the Company's stock plan, which would have vested into Common Stock on the day immediately preceding the Company's next annual meeting of stockholders at which directors would be elected or reelected by the Company's stockholders, fully vested in connection with the Merger in exchange for cash. /s/ Robert Wollin, by power of attorney filed with Form 3 dated February 2, 2016 2019-03-05