SEC Form 4 · accession 0001104659-17-046091
Virtu KCG Holdings LLC · KCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nick Ogurtsov
Officer — COO and Chief Risk Officer
Period of report
Jul 20, 2017
Accepted (ET)
Jul 20, 2017 · 6:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001569391
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | Jul 20, 2017 | D | 124,923 | $20.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B WarrantsF4,F3 | $13.16 | Jul 20, 2017 | D | 460 | D | — | — | Class A Common Stock, par value $0.01 per share | 460 | 0 | D |
| Class C WarrantsF4,F5 | $14.63 | Jul 20, 2017 | D | 459 | D | — | — | Class A Common Stock, par value $0.01 per share | 459 | 0 | D |
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 per share without interest (the "Merger Consideration").
- F2Accordingly, (i) 25,980 RSUs granted to the reporting person on February 4, 2015 under the Company's stock plan, which would have vested into Class A Common Stock on February 4, 2018, (ii) 74,562 RSUs granted to the reporting person on February 3, 2016 under the Company's stock plan, approximately 50% of which would have vested into Class A Common Stock on each of February 3, 2018 and February 3, 2019, and (iii) 24,381 RSUs granted to the reporting person on January 24, 2017 under the Company's stock plan, approximately 33.3% of which would have vested into Class A Common Stock on each of January 24, 2018, January 24, 2019 and January 24, 2020, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
- F3460 Class B warrants to purchase shares of Class A Company Stock for a purchase price per share of $13.16 (each, a "Class B Warrant", and collectively with all Class C Warrants, as defined below, "Warrants") were converted in connection with the Merger into the right to receive a cash payment pursuant to the Merger Agreement.
- F4Pursuant to the Merger Agreement, at the Effective Time, each outstanding Warrant converted automatically into the right to receive an amount in cash equal to the product of (i) the total number of shares of Class A Common Stock subject to such Warrant and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the then-current exercise price per share of Class A Common Stock (without giving effect to any of the transactions contemplated by the Merger Agreement) previously subject to such Warrant.
- F5459 Class C warrants to purchase shares of Class A Company Stock for a purchase price per share of $14.63 (each, a "Class C Warrant") were converted in connection with the Merger in exchange for cash payment pursuant to the Merger Agreement.