0001140361-21-040474.txt : 20211206 0001140361-21-040474.hdr.sgml : 20211206 20211206161508 ACCESSION NUMBER: 0001140361-21-040474 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20211206 DATE AS OF CHANGE: 20211206 GROUP MEMBERS: CORAL BLUE INVESTMENT PTE. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Virtu Financial, Inc. CENTRAL INDEX KEY: 0001592386 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320420206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89306 FILM NUMBER: 211473362 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 SC 13G 1 brhc10031368_sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*

Virtu Financial, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
 
928254101
(CUSIP Number)
 
November 24, 2021
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Continued on following pages
Page 1 of 8 Pages
Exhibit Index: Page 7

CUSIP No. 928254101
SCHEDULE 13G
Page 2 of 7 Pages
1
NAMES OF REPORTING PERSONS
 
 
GIC PRIVATE LIMITED
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
16,008,206
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
16,008,206
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,008,206
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.25% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Based on 112,339,058 Common Stock outstanding as of November 3, 2021, according to the Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2021.

CUSIP No. 928254101
SCHEDULE 13G
Page 3 of 7 Pages
1
NAMES OF REPORTING PERSONS
 
 
CORAL BLUE INVESTMENT PTE. LTD.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
16,008,206
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
16,008,206
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,008,206
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.25% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Based on 112,339,058 Common Stock outstanding as of November 3, 2021, according to the Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2021.

CUSIP No. 928254101
SCHEDULE 13G
Page 4 of 7 Pages
Item 1(a).
Name of Issuer:

Virtu Financial Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

One Liberty Plaza
165 Broadway
New York, NY 10006

Item 2(a).
Name of Person Filing

GIC Private Limited; and
Coral Blue Investment Pte. Ltd.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit A and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of GIC Private Limited and Coral Blue Investment Pte. Ltd. is as follows:

168 Robinson Road
#37-01 Capital Tower
Singapore
068912
Republic of Singapore

Item 2(c).
Citizenship:

GIC Private Limited and Coral Blue Investment Pte. Ltd. are established under the Companies Act of the Republic of Singapore.

Item 2(d).
Title of Class of Securities:

Class A common stock, par value $0.00001 per share

Item 2(e).
CUSIP Number:

928254101

Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

CUSIP No. 928254101
SCHEDULE 13G
Page 5 of 7 Pages

Item 4.
Ownership:

(a - c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:

   
Number of Shares
  
   
No. of Securities
Beneficially
Owned
    
Power to Vote
    
Power to Dispose
        
Reporting Person
  
Sole
    
Shared(1)
    
Sole
    
Shared(1)
    
Percent of
Class(2)
  
GIC Private Limited
    
16,008,206
      
0
      
16,008,206
      
0
      
16,008,206
      
14.25
%
Coral Blue Investment Pte. Ltd.
    
16,008,206
      
0
      
16,008,206
      
0
      
16,008,206
      
14.25
%

(1)
Coral Blue Investment Pte. Ltd. shares the power to vote and the power to dispose of 16,008,206 Shares with GIC Private Limited. The Reporting Persons disclaim membership in a group.

(2)
Based on 112,339,058 Common Stock outstanding as of November 3, 2021, according to the Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2021.

Item 5.
Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

This Item 7 is not applicable.

Item 8.
Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.
Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.
Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP No. 928254101
SCHEDULE 13G
Page 6 of 7 Pages
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of December 6, 2021.
 
 
GIC PRIVATE LIMITED
     
 
By:
 /s/ Celine Loh Sze Ling
 
Name:
Celine Loh Sze Ling
 
Title:
Senior Vice President
     
 
By:
 /s/ Diane Liang
 
Name:
Diane Liang
 
Title:
Senior Vice President

 
CORAL BLUE INVESTMENT PTE. LTD.
   
 
By:
 /s/ Arjun Khullar
 
Name:
Arjun Khullar
 
Title:
Director

CUSIP No. 928254101
SCHEDULE 13G
Page 7 of 7 Pages
EXHIBIT INDEX

 
Joint Filing Agreement, dated December 6, 2021, entered into by GIC Private Limited and Coral Blue Investment Pte. Ltd.


EX-99.A 2 brhc10031368_ex99-a.htm EXHIBIT A
EXHIBIT A
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.00001 per share, of Virtu Financial, Inc., and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of December 6, 2021.
 
 
GIC PRIVATE LIMITED
     
 
By:
 /s/ Celine Loh Sze Ling
 
Name:
Celine Loh Sze Ling
 
Title:
Senior Vice President
     
 
By:
 /s/ Diane Liang
 
Name:
Diane Liang
 
Title:
Senior Vice President

 
CORAL BLUE INVESTMENT PTE. LTD.
   
 
By:
 /s/ Arjun Khullar
 
Name:
Arjun Khullar
 
Title:
Director