0001179110-19-003374.txt : 20190305
0001179110-19-003374.hdr.sgml : 20190305
20190305193600
ACCESSION NUMBER: 0001179110-19-003374
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: DeSanto Angelique
CENTRAL INDEX KEY: 0001650802
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32722
FILM NUMBER: 19660738
MAIL ADDRESS:
STREET 1: ONE LIBERTY PLAZA
STREET 2: 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
2019-03-01
1
0000920424
INVESTMENT TECHNOLOGY GROUP, INC.
ITG
0001650802
DeSanto Angelique
ONE LIBERTY PLAZA
165 BROADWAY
NEW YORK
NY
10006
0
1
0
0
Managing Dir,Gen Counsel & Sec
Common Stock
2019-03-01
4
D
0
77499.11
30.30
D
0
D
Performance-based Restricted Stock Units
2019-03-01
4
D
0
5537
30.30
D
Common Stock
5537
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, 48,065.50 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, 29,434.61 time-based restricted stock unit ("RSU") awards 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 RSUs immediately prior to the Effective Time and (ii) the Merger Consideration of $30.30 per share.
Due to an administrative error in certain earlier Form 4 filings, this amount reflects the correction of the number of securities beneficially owned, which was under-reported by 11 shares of Common Stock subject to the reporting person's RSU awards.
Pursuant to the Merger Agreement, at the Effective Time, 5,537 performance-based restricted stock unit ("PSU") awards 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 PSUs immediately prior to the Effective Time (with the performance goals deemed satisfied at target as of the Effective Time) and (ii) the Merger Consideration of $30.30 per share.
Angelique DeSanto
2019-03-05