SEC Form 4 · accession 0001179110-19-003378
INVESTMENT TECHNOLOGY GROUP, INC. · ITG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Etienne Phaneuf
Officer — Man. Director, CEO of Canada
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 7:42 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 | Mar 1, 2019 | D | 62,251 | $30.30 | D | 0 | D | |
| Common StockF2,F3,F4 | Mar 1, 2019 | D | 26,217 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Time-based Restricted Stock UnitsF5 | — | Mar 1, 2019 | D | 32,068 | D | — | — | Common Stock | 32,068 | 0 | D |
| Performance-based Restricted Stock UnitsF6 | — | Mar 1, 2019 | D | 10,088 | D | — | — | Common Stock | 10,088 | 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, these shares of the Company's common stock, par value $0.01 per share (the "Company 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, these time-based restricted stock unit awards granted by the Company ("Company RSU Awards") were converted automatically into Virtu RSU awards ("Virtu RSU Awards"), subject to the same terms and conditions as were applicable under the Company RSU Awards (other than changes necessary to reflect the merger), with respect to a number of shares of Virtu Class A common stock, par value $0.00001 per share ("Virtu Common Stock"), determined by multiplying the number of shares of Company Common Stock subject to such Company RSU Awards immediately prior to the Effective Time by a fraction, the numerator of which is the Merger Consideration and the denominator of which is the volume-weighted average price per-share of Virtu Common Stock on the NASDAQ Global Market for the last ten full trading days immediately preceding the date on which the Effective Time occurred (the "Exchange Ratio").
- F3Accordingly, the Company RSU Awards were replaced with 31,189 Virtu RSU Awards that will vest on the same schedule as the Company RSU Awards.
- F4Due 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 104 shares of Company Common Stock subject to the reporting person's Company RSU Awards.
- F5Pursuant to the Merger Agreement, at the Effective Time, these Company RSU Awards were converted automatically into Virtu RSU Awards, subject to the same terms and conditions as were applicable under the Company RSU Awards (other than changes necessary to reflect the merger), with respect to a number of shares of Virtu Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company RSU Awards immediately prior to the Effective Time by the "Exchange Ratio". Accordingly, these Company RSU Awards were replaced with 38,150 Virtu RSU Awards that will vest on the same schedule as the Company RSU Awards.
- F6Pursuant to the Merger Agreement, at the Effective Time, these performance-based restricted stock unit awards granted by the Company ("Company PSU Awards") were converted automatically into Virtu RSU Awards subject to the same terms and conditions as were applicable under such Company PSU Award (other than changes necessary to reflect the merger and the performance based vesting schedule, which was converted into a service-based vesting schedule) with respect to a number of shares of Virtu Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company PSU Awards immediately prior to the Effective Time (with the performance goals deemed satisfied at target as of the Effective Time) by the Exchange Ratio. Accordingly, the Company PSU Awards were replaced with 12,002 Virtu RSU Awards that will vest on the same schedule as the Company PSU Awards.