0001179110-19-003381.txt : 20190305 0001179110-19-003381.hdr.sgml : 20190305 20190305194345 ACCESSION NUMBER: 0001179110-19-003381 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: VIGLIOTTI STEVEN R CENTRAL INDEX KEY: 0001074992 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32722 FILM NUMBER: 19660775 MAIL ADDRESS: STREET 1: ITG 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 0001074992 VIGLIOTTI STEVEN R ONE LIBERTY PLAZA 165 BROADWAY NEW YORK NY 10006 0 1 0 0 Managing Director, CFO and CAO Common Stock 2019-03-01 4 D 0 209438.73 30.30 D 0 D Performance-based Restricted Stock Units 2019-03-01 4 D 0 7844 30.30 D Common Stock 7844 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, 158,774.52 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, 50,664.21 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 348 shares of Common Stock subject to the reporting person's RSU awards. Pursuant to the Merger Agreement, at the Effective Time, 7,844 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. /s/ Steven R. Vigliotti 2019-03-05