SEC Form 4 · accession 0001179110-18-014164
INVESTMENT TECHNOLOGY GROUP, INC. · ITG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Francis J Troise
Officer — CEO and President · Director
Period of report
Dec 17, 2018
Accepted (ET)
Dec 19, 2018 · 8:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000920424
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Dec 17, 2018 | F | 46,794 | $30.01 | D | 237,398 | D | |
| Common Stock | Dec 18, 2018 | M | 65,611 | $16.18 | A | 303,009 | D | |
| Common StockF3 | Dec 18, 2018 | S | 65,611 | $30.015 | D | 237,398 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F4 | $16.18 | Dec 18, 2018 | M | 65,611 | D | — | Jan 15, 2024 | Common Stock | 65,611 | 131,240 | D |
Explanation of responses
- F1On December 13, 2018, the Compensation Committee (the "Committee") of the Board of Directors of Investment Technology Group, Inc. (the "Company") approved, effective December 17, 2018, the accelerated vesting of two separate time-based restricted stock units previously granted to the Reporting Person, representing in the aggregate (a) 34,124 time-based restricted stock units, which were scheduled to vest on January 24, 2019, (b) 39,235 time-based restricted stock units, which were scheduled to vest on January 24, 2020 and (c) 22,196 time-based restricted stock units, which were scheduled to vest on January 24, 2021. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the Reporting Person of Section 280G of the Internal Revenue Code, as amended (the "Code"), in connection with the Company's merger ("Merger") with Virtu Financial, Inc. ("Virtu").
- F2The reported disposition represents the withholding of shares for payment of taxes arising from the accelerated vesting of the time-based restricted stock units.
- F3The Reporting Person engaged in this transaction in order to mitigate potential adverse consequences to the Company and the Reporting Person of Section 280G of the Code in connection with the Company's Merger with Virtu. A portion of these shares were sold to cover exercise price and taxes in accordance with broker's procedure for sell-to-cover transactions. The price reported reflects the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $29.945 to $30.06, inclusive. The Reporting Person undertakes to provide to the SEC staff, the Company, or a security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.
- F4One-third of the option vested on each of January 15, 2017 and January 15, 2018. On December 13, 2018, the Committee approved the acceleration of vesting of the remaining portion of the option that was scheduled to vest on January 15, 2019, effective December 17, 2018. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the Reporting Person of Section 280G of the Code in connection with the Company's Merger with Virtu.