0001179110-19-003380.txt : 20190305 0001179110-19-003380.hdr.sgml : 20190305 20190305194323 ACCESSION NUMBER: 0001179110-19-003380 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: Troise Francis J CENTRAL INDEX KEY: 0001659733 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32722 FILM NUMBER: 19660774 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 2019-03-01 1 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 2019-03-01 4 D 0 442439.50 30.30 D 0 D Performance-based Restricted Stock Units 2019-03-01 4 D 0 34145 30.30 D Common Stock 34145 0 D Option (right to buy) 16.18 2019-03-01 4 D 0 131240 D 2024-01-15 Common Stock 131240 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, 246,184.50 shares of the Company's common stock, par value $0.01 per share (the "Company 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, 196,255 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 Company Common Stock subject to such RSUs immediately prior to the Effective Time and (ii) the Merger Consideration of $30.30 per share. Pursuant to the Merger Agreement, at the Effective Time, 34,145 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 Company 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. Pursuant to the Merger Agreement, at the Effective Time, 131,240 stock options granted by the Company ("Company Options") were converted automatically into Virtu stock options ("Virtu Options"), subject to the same terms and conditions as were applicable under the Company Options (other than changes necessary to reflect the merger), with respect to a number of shares of Virtu Class A common stock, par value $0.00001 per share ("Virtu Common Stock"), determined by multiplying the number of shares of Company Common Stock subject to such Company Options immediately prior to the Effective Time by a fraction, the numerator of which is the Merger Consideration and the denominator of which is the volume-weighted average price per-share of Virtu Common Stock on the NASDAQ Global Market for the last ten full trading days immediately preceding the date on which the Effective Time occurred (the "Exchange Ratio"), at an exercise price of $16.18 per share divided by the Exchange Ratio. Accordingly, the Company Options were replaced with 156,129 Virtu Options with an exercise price of $13.60 per share and an expiration date of January 15, 2024. /s/ Robert Wollin, by power of attorney filed with Form 3 dated January 20, 2016 2019-03-05