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4//SEC Filing

Viola Michael T 4

Accession 0000950142-21-004119

CIK 0001592386other
View on SEC.govCompany Profile

Filed

Dec 19, 7:00 PM ET

Accepted

Dec 20, 5:03 PM ET

Size

18.5 KB

Accession

0000950142-21-004119

Insider Transaction Report

Form 4
Period: 2021-12-17
Virtu Financial, Inc.VIRT
Viola Vincent J
Director10% OwnerOther
Transactions
  • Exercise of In-Money

    Warrant (right to buy)

    2021-12-17+3,000,000→ 0 total(indirect: See footnote)
    Exercise: $22.98From: 2020-05-22Exp: 2022-01-15→ Class A common stock (3,000,000 underlying)
  • Exercise/Conversion

    Class A common stock

    2021-12-17$22.98/sh+3,000,000$68,940,000→ 3,000,000 total(indirect: See footnote)
Holdings

  • Non-voting common interest units of Virtu Financial LLC

    (indirect: See footnote)
    → Class A common stock (216,680 underlying)
    216,680

  • Class C common stock

    (indirect: See footnote)
    216,680

  • Non-voting common interest units of Virtu Financial LLC

    (indirect: See footnote)
    → Class A common stock and Class B common stock (60,091,740 underlying)
    60,091,740

  • Class D common stock

    (indirect: See footnote)
    60,091,740
TJMT Holdings LLC
Director10% OwnerOther
Transactions
  • Exercise/Conversion

    Class A common stock

    2021-12-17$22.98/sh+3,000,000$68,940,000→ 3,000,000 total(indirect: See footnote)
  • Exercise of In-Money

    Warrant (right to buy)

    2021-12-17+3,000,000→ 0 total(indirect: See footnote)
    Exercise: $22.98From: 2020-05-22Exp: 2022-01-15→ Class A common stock (3,000,000 underlying)
Holdings

  • Non-voting common interest units of Virtu Financial LLC

    (indirect: See footnote)
    → Class A common stock (216,680 underlying)
    216,680

  • Non-voting common interest units of Virtu Financial LLC

    (indirect: See footnote)
    → Class A common stock and Class B common stock (60,091,740 underlying)
    60,091,740

  • Class C common stock

    (indirect: See footnote)
    216,680

  • Class D common stock

    (indirect: See footnote)
    60,091,740
Viola Michael T
Director10% Owner
Transactions
  • Exercise/Conversion

    Class A common stock

    2021-12-17$22.98/sh+3,000,000$68,940,000→ 3,000,000 total(indirect: See footnote)
  • Exercise of In-Money

    Warrant (right to buy)

    2021-12-17+3,000,000→ 0 total(indirect: See footnote)
    Exercise: $22.98From: 2020-05-22Exp: 2022-01-15→ Class A common stock (3,000,000 underlying)
Holdings

  • Class C common stock

    (indirect: See footnote)
    216,680

  • Non-voting common interest units of Virtu Financial LLC

    (indirect: See footnote)
    → Class A common stock and Class B common stock (60,091,740 underlying)
    60,091,740

  • Class D common stock

    (indirect: See footnote)
    60,091,740

  • Non-voting common interest units of Virtu Financial LLC

    (indirect: See footnote)
    → Class A common stock (216,680 underlying)
    216,680
Viola Teresa
Director10% OwnerOther
Transactions
  • Exercise/Conversion

    Class A common stock

    2021-12-17$22.98/sh+3,000,000$68,940,000→ 3,000,000 total(indirect: See footnote)
  • Exercise of In-Money

    Warrant (right to buy)

    2021-12-17+3,000,000→ 0 total(indirect: See footnote)
    Exercise: $22.98From: 2020-05-22Exp: 2022-01-15→ Class A common stock (3,000,000 underlying)
Holdings

  • Class D common stock

    (indirect: See footnote)
    60,091,740

  • Class C common stock

    (indirect: See footnote)
    216,680

  • Non-voting common interest units of Virtu Financial LLC

    (indirect: See footnote)
    → Class A common stock (216,680 underlying)
    216,680

  • Non-voting common interest units of Virtu Financial LLC

    (indirect: See footnote)
    → Class A common stock and Class B common stock (60,091,740 underlying)
    60,091,740
Footnotes (5)
  • [F1]Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are paired with an equal number of Virtu Financial Units.
  • [F2]On December 17, 2021, TJMT Holdings LLC exercised in full its warrant to purchase 3,000,000 shares of the Issuer's Class A Common Stock (the "Class A Common Stock").
  • [F3]Pursuant 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.
  • [F4]Pursuant to the terms of the Exchange Agreement, Virtu Financial Units, together with a corresponding number of shares of Class D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes 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. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder.
  • [F5]Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which each of the reporting persons share dispositive control and voting control.

Documents

1 file

Issuer

Virtu Financial, Inc.

CIK 0001592386

→
Entity typeother

Related Parties

1
  • filerCIK 0001573310

Filing Metadata

Form type
4
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 5:03 PM ET
Size
18.5 KB
View on SEC.gov