SEC Form 4 · accession 0000950142-18-001173
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Michael T Viola
Director · 10% Owner
Vincent J Viola
Director · 10% Owner
TJMT Holdings LLC
Director · 10% Owner · Other
Teresa Viola
Director · 10% Owner · Other
Period of report
May 15, 2018
Accepted (ET)
May 16, 2018 · 7:00 pm EDT
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 A common stockF2 | May 15, 2018 | S | 1,000,000 | $27.16 | D | 0 | I | See footnote |
| Class D common stockF3,F4,F5,F2 | May 15, 2018 | D | 10,518,750 | — | D | 69,091,740 | I | See footnote |
| Class A common stockF6 | May 15, 2018 | M | 2,081,250 | $19.00 | A | 2,281,250 | D | |
| Class A common stockF6 | May 15, 2018 | S | 2,281,250 | $27.16 | D | 0 | D | |
| Class A common stockF7 | holding | — | — | — | 8,097 | D |
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 LLCF4,F5,F2 | — | May 15, 2018 | D | 10,518,750 | D | — | — | Class B common stock and Class A common stock | 10,518,750 | 69,091,740 | I |
| Option AwardF8,F6,F9 | $19.00 | May 15, 2018 | M | 2,081,250 | D | — | — | Class A common stock | 2,081,250 | 693,750 | D |
Explanation of responses
- F1This sale was made as part of a public offering (the "Public Offering") of an aggregate of 17,250,000 of Class A common stock of the Issuer ("Class A Common Stock") by the Issuer and certain selling stockholders, including Mr. Vincent Viola and TJMT Holdings LLC ("TJMT").
- F2Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which the reporting persons share dispositive control and voting control. Mr. Vincent Viola has an indirect interest in the securities held by TJMT by virtue of his spouse's dispositive and voting control over TJMT.
- F3Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are paired with an equal number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units").
- F4Pursuant 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 D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes 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. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder.
- F5As part of the Public Offering, the Issuer sold 10,518,750 shares of Class A Common Stock and used the net proceeds to purchase an equal number of Virtu Financial Units and corresponding shares of Class D Common Stock from TJMT. The purchase price per Virtu Financial Unit and share of Class D Common Stock was $28.00 with TJMT being responsible for the underwriting discount per share paid by the Issuer to the underwriters in the Public Offering with respect to 10,518,750 shares of Class A Common Stock sold by the Issuer (or a net price of $27.16).
- F6Directly owned by Mr. Vincent Viola.
- F7Directly owned by Mr. Michael Viola.
- F8Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A Common Stock.
- F9Options Awards vest in equal installments on each of the first four (4) anniversaries of April 15, 2015. Any fractional Option Award resulting from the application of the vesting schedule under the 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019.
Remarks
By virtue of relationship with Mr. Vincent Viola, a director of the Issuer, Mrs. Teresa Viola and TJMT Holdings LLC may each be deemed to be a director by deputization.