SEC Form 4 · accession 0001104659-17-046078

Virtu KCG Holdings LLC · KCG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Orchestra Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Virtu, and Virtu KCG Holdings LLC, a Delaware limited liability company (formerly known as KCG Holdings, 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 a wholly owned subsidiary of Virtu, each outstanding restricted stock unit ("RSU") granted by the Company was cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such RSU immediately prior to the Effective Time and (ii) the merger consideration of $20.00 in cash per share, without interest.
• F2Accordingly, (i) 5,870 RSUs granted to the reporting person on January 19, 2017 under the Company's stock plan, which would have vested into Class A Common Stock on Janaury 19, 2018 or upon the reporting person's earlier retirement, and (ii) 4,023 RSUs granted to the reporting person on May 11, 2017, which would have vested into Class A Common Stock on May 11, 2018 or upon the reporting person's earlier retirement, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.