SEC Form 4 · accession 0001179110-16-022097
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Virtu Employee Holdco LLC
Director · 10% Owner · Other
Period of report
Dec 11, 2015
Accepted (ET)
Mar 22, 2016 · 7:51 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 C Common StockF1,F2,F3 | Dec 11, 2015 | D | 57,106 | — | D | 14,000,003 | D | |
| Class C Common StockF1,F2,F3 | Mar 18, 2016 | D | 4,153 | — | D | 14,412,536 | 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,F3 | — | Dec 11, 2015 | D | 57,106 | D | — | — | Class A Common Stock | 57,106 | 14,000,003 | D |
| Non-voting common interest units of Virtu Financial LLCF4,F3 | — | Mar 18, 2016 | D | 4,153 | D | — | — | Class A Common Stock | 4,153 | 14,412,536 | D |
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.
- F2All of the Virtu Financial Units and shares of Class C Common Stock are held by the reporting person for the benefit of certain directors, employees and former employees of the Issuer and its consolidated subsidiaries. 384,931 Virtu Financial Units held by the reporting person are subject to the time-based vesting tied to the continued employment of the employees for whom the relevant Virtu Financial Units are held. The reporting person disclaims beneficial ownership over the Virtu Financial Units and shares of Class C Common Stock to the extent that it does not have any pecuniary interest therein.
- F3Following the termination of employment of two employees on October 12, 2015 and January 19, 2016, Virtu Financial LLC repurchased the shares of class C Common Stock and the Virtu Financial Units held by the reporting person on behalf of such former employees. The Virtu Financial Units were repurchased at the closing price of the shares of Class A Common Stock on October 12, 2015 and March 17, 2016, respectively, and the corresponding shares of Class C Common Stock were repurchased for nominal consideration.
- 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 C Common Stock, may be exchanged for shares of Class A common stock of the Issuer, 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 no expire.
Remarks
By virtue of its relationship with Mr. Vincent Viola, who is the managing member of the reporting person and a director of the Issuer, the reporting person may be deemed to be a director by deputization.