SEC Form 4/A · accession 0001179110-17-011679
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Virtu Employee Holdco LLC
Director · 10% Owner · Other
Period of report
May 23, 2017
Accepted (ET)
Aug 18, 2017 · 6:15 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 | May 23, 2017 | D | 291,793 | — | D | 12,670,014 | D | |
| Class C Common StockF2 | Aug 10, 2017 | D | 210,766 | — | D | 12,459,248 | D | |
| Class C Common StockF1 | Aug 16, 2017 | D | 155,009 | — | D | 12,304,239 | 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 LLCF3 | — | May 23, 2017 | D | 291,793 | D | — | — | Class A Common Stock | 291,793 | 12,670,014 | D |
| Non-voting common interest units of Virtu Financial LLCF4 | — | Aug 10, 2017 | D | 210,766 | D | — | — | Class A Common Stock | 210,766 | 12,459,248 | D |
| Non-voting common interest units of Virtu Financial LLCF3 | — | Aug 16, 2017 | D | 155,009 | D | — | — | Class A Common Stock | 155,009 | 12,304,239 | D |
Explanation of responses
- F1Virtu Financial Units and corresponding shares of Class C Common Stock were distributed to electing employees and then exchanged for the same number of shares of Class A Common Stock in accordance with the terms of the Exchange Agreement (as defined in Footnote 3).
- F2Virtu Financial LLC repurchased Virtu Financial Units held by the reporting person on behalf of one or more former employees, and the corresponding shares of Class C Common Stock were repurchased for nominal consideration.
- F3Pursuant 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, 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.
- F4Pursuant to the terms of Virtu Financial LLC's operating agreement, Virtu Financial LLC may repurchase Virtu Financial units held by the reporting person on behalf of an employee upon the employees departure from the Company.