4//SEC Filing
Ogurtsov Nick 4
Accession 0001104659-17-046091
CIK 0001569391other
Filed
Jul 19, 8:00 PM ET
Accepted
Jul 20, 6:32 PM ET
Size
12.1 KB
Accession
0001104659-17-046091
Insider Transaction Report
Form 4
Ogurtsov Nick
Chief Risk Officer
Transactions
- Disposition to Issuer
Class B Warrants
2017-07-20−460→ 0 totalExercise: $13.16→ Class A Common Stock, par value $0.01 per share (460 underlying) - Disposition to Issuer
Class C Warrants
2017-07-20−459→ 0 totalExercise: $14.63→ Class A Common Stock, par value $0.01 per share (459 underlying) - Disposition to Issuer
Restricted Stock Units
2017-07-20$20.00/sh−124,923$2,498,460→ 0 total
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Orchestra Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Virtu, and Virtu KCG Holdings LLC, a Delaware limited liability company (formerly known as KCG Holdings, 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 a wholly owned subsidiary of Virtu, each outstanding restricted stock unit ("RSU") granted by the Company was cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such RSU immediately prior to the Effective Time and (ii) the merger consideration of $20.00 per share without interest (the "Merger Consideration").
- [F2]Accordingly, (i) 25,980 RSUs granted to the reporting person on February 4, 2015 under the Company's stock plan, which would have vested into Class A Common Stock on February 4, 2018, (ii) 74,562 RSUs granted to the reporting person on February 3, 2016 under the Company's stock plan, approximately 50% of which would have vested into Class A Common Stock on each of February 3, 2018 and February 3, 2019, and (iii) 24,381 RSUs granted to the reporting person on January 24, 2017 under the Company's stock plan, approximately 33.3% of which would have vested into Class A Common Stock on each of January 24, 2018, January 24, 2019 and January 24, 2020, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
- [F3]460 Class B warrants to purchase shares of Class A Company Stock for a purchase price per share of $13.16 (each, a "Class B Warrant", and collectively with all Class C Warrants, as defined below, "Warrants") were converted in connection with the Merger into the right to receive a cash payment pursuant to the Merger Agreement.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding Warrant converted automatically into the right to receive an amount in cash equal to the product of (i) the total number of shares of Class A Common Stock subject to such Warrant and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the then-current exercise price per share of Class A Common Stock (without giving effect to any of the transactions contemplated by the Merger Agreement) previously subject to such Warrant.
- [F5]459 Class C warrants to purchase shares of Class A Company Stock for a purchase price per share of $14.63 (each, a "Class C Warrant") were converted in connection with the Merger in exchange for cash payment pursuant to the Merger Agreement.
Documents
Issuer
Virtu KCG Holdings LLC
CIK 0001569391
Entity typeother
Related Parties
1- filerCIK 0001580394
Filing Metadata
- Form type
- 4
- Filed
- Jul 19, 8:00 PM ET
- Accepted
- Jul 20, 6:32 PM ET
- Size
- 12.1 KB