SEC Form 4 · accession 0001104659-17-046096
Virtu KCG Holdings LLC · KCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Coleman
Officer — Chief Executive Officer · Director
Period of report
Jul 20, 2017
Accepted (ET)
Jul 20, 2017 · 6:36 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.01 per shareF1 | Jul 20, 2017 | D | 1,620,694 | $20.00 | D | 0 | D | |
| Restricted Stock UnitsF2 | Jul 20, 2017 | D | 217,133 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Settled Stock Appreciation RightsF4,F3 | $22.50 | Jul 20, 2017 | D | 1,700,000 | D | — | — | Class A Common Stock, par value $0.01 per share | 1,700,000 | 0 | D |
| Stock OptionsF6,F5 | $11.65 | Jul 20, 2017 | D | 1,700,000 | D | — | — | Class A Common Stock, par value $0.01 per share | 3,700,000 | 0 | D |
| Stock OptionsF6,F7 | $23.35 | Jul 20, 2017 | D | 2,000,000 | D | — | — | Class A Common Stock, par value $0.01 per share | 3,700,000 | 0 | D |
| Class B WarrantsF9,F8 | $13.16 | Jul 20, 2017 | D | 53,711 | D | — | — | Class A Common Stock, par value $0.01 per share | 53,711 | 0 | D |
| Class C WarrantsF9,F10 | $14.63 | Jul 20, 2017 | D | 53,710 | D | — | — | Class A Common Stock, par value $0.01 per share | 53,710 | 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 share of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), owned by the reporting person was converted into the right to receive $20.00 in cash without interest (the "Merger Consideration").
- F1053,710 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.
- F2Pursuant to the Merger Agreement, at the Effective Time, 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. Accordingly, 217,133 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, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
- F31,700,000 stock settled stock appreciation rights (each, a "SAR") granted on July 5, 2013 under the Company's stock plan, which vested approximately 33.3% on each of July 5, 2014, July 5, 2015 and July 5, 2016, were cancelled for no consideration in connection with the Merger.
- F4Pursuant to the Merger Agreement, at the Effective Time, each outstanding SAR 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 SAR immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the exercise price per share of such SAR. Because all SARs outstanding prior to the Effective Time had an exercise price per share that was greater than or equal to the merger consideration of $20.00 per share, all SARs were cancelled at the Effective Time for no consideration or payment.
- F51,700,000 options to purchase shares of Class A Company Stock (each, a "Stock Option") granted on July 5, 2013 under the Company's stock plan, which vested approximately 33.3% on each of July 5, 2014, July 5, 2015 and July 5, 2016, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
- F6Pursuant to the Merger Agreement, at the Effective Time, each outstanding Stock Option 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 Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the exercise price per share of such Stock Option.
- F72,000,000 Stock Options granted on April 21, 2016 under the Company's stock plan, approximately 33.3% of which vested on December 31, 2016, and approximately 33.3% of which would have vested on each of December 31, 2017 and December 31, 2018, were cancelled for no consideration in connection with the Merger.
- F853,711 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.
- F9Pursuant 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.