SEC Form 4 · accession 0001179110-19-003375
INVESTMENT TECHNOLOGY GROUP, INC. · ITG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A Goldstein
Officer — Head of Human Resources
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 7:36 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 StockF1,F2,F3 | Mar 1, 2019 | D | 66,680 | $30.30 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock UnitsF4 | — | Mar 1, 2019 | D | 2,307 | D | — | — | Common Stock | 2,307 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of November 6, 2018, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Impala Merger Sub, Inc., a Delaware corporation ("Merger Sub") and an indirect wholly owned subsidiary of Virtu, and Investment Technology Group, Inc., a Delaware corporation (the "Company"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and an indirect wholly owned subsidiary of Virtu, 52,660.03 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), owned by the reporting person were converted into the right to receive $30.30 per share in cash without interest (the "Merger Consideration").
- F2Pursuant to the Merger Agreement, at the Effective Time, 14,020.23 time-based restricted stock unit ("RSU") awards granted by the Company fully vested and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such RSUs immediately prior to the Effective Time and (ii) the Merger Consideration of $30.30 per share.
- F3Due to an administrative error in certain earlier Form 4 filings, this amount reflects the correction of the number of securities beneficially owned, which was under-reported by 162 shares of Common Stock subject to the reporting person's RSU awards.
- F4Pursuant to the Merger Agreement, at the Effective Time, 2,307 performance-based restricted stock unit ("PSU") awards granted by the Company fully vested and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such PSUs immediately prior to the Effective Time (with the performance goals deemed satisfied at target as of the Effective Time) and (ii) the Merger Consideration of $30.30 per share.