SEC Form 4 · accession 0000899243-15-008446
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Osnoss
Director
Period of report
Nov 18, 2015
Accepted (ET)
Nov 18, 2015 · 7:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001592386
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C common stockF1,F2,F3,F4,F5,F6 | Nov 18, 2015 | C | 3,100,579 | — | D | 0 | I | Held through SLP Virtu Investors, LLC |
| Class A common stockF2,F3,F4,F5,F6 | Nov 18, 2015 | C | 3,100,579 | — | A | 3,100,579 | I | Held through SLP Virtu Investors, LLC |
| Class A common stockF4,F5,F6,F7 | Nov 18, 2015 | S | 2,975,258 | $21.65 | D | 0 | I | Held through SLP III EW Feeder I, L.P. |
| Class A common stockF3,F4,F5,F6 | Nov 18, 2015 | S | 3,100,579 | $21.65 | D | 0 | I | Held through SLP Virtu Investors, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-voting common interest units of Virtu Financial LLCF2,F3,F4,F5,F6 | — | Nov 18, 2015 | C | 3,100,579 | D | — | — | Class A common stock | 3,100,579 | 0 | I |
Explanation of responses
- F1Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held.
- F2Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock"), which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.
- F3Reflects securities held directly by SLP Virtu Investors, LLC ("Investors LLC"). The managing member of Investors LLC is Silver Lake Partners III DE (AIV III), L.P., the general partner of which is Silver Lake Technology Associates III, L.P. ("Silver Lake Technology"). The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C.
- F4As managing member of Investors LLC, Silver Lake Partners III DE (AIV III), L.P. may be deemed to share voting and dispositive power with respect to securities directly held by Investors LLC. As the general partner of each of Investors LLC and Feeder I (as defined below), Silver Lake Technology may be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC and Feeder I. As the general partner of Silver Lake Technology, SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC, Feeder I and Silver Lake Technology.
- F5The Reporting Person, who serves as a director of the Issuer, also serves as a Managing Member of Silver Lake Group, L.L.C. and as a member of the investment committee of Silver Lake Technology and may be deemed to share voting and dispositive power with respect to any securities beneficially owned by Silver Lake Group, L.L.C. or Silver Lake Technology, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- F6Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of such Reporting Person's pecuniary interest therein.
- F7Reflects securities held directly by SLP III EW Feeder I, L.P. ("Feeder I"). The general partner of Feeder I is Silver Lake Technology. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C.