4//SEC Filing
Troise Francis J 4
Accession 0001179110-18-014164
CIK 0000920424other
Filed
Dec 18, 7:00 PM ET
Accepted
Dec 19, 8:31 PM ET
Size
12.0 KB
Accession
0001179110-18-014164
Insider Transaction Report
Form 4
Troise Francis J
DirectorCEO and President
Transactions
- Exercise/Conversion
Common Stock
2018-12-18$16.18/sh+65,611$1,061,586→ 303,008.5 total - Sale
Common Stock
2018-12-18$30.02/sh−65,611$1,969,314→ 237,397.5 total - Exercise/Conversion
Option (right to buy)
2018-12-18−65,611→ 131,240 totalExercise: $16.18Exp: 2024-01-15→ Common Stock (65,611 underlying) - Tax Payment
Common Stock
2018-12-17$30.01/sh−46,794$1,404,288→ 237,397.5 total
Footnotes (4)
- [F1]On 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").
- [F2]The reported disposition represents the withholding of shares for payment of taxes arising from the accelerated vesting of the time-based restricted stock units.
- [F3]The 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.
- [F4]One-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.
Documents
Issuer
INVESTMENT TECHNOLOGY GROUP, INC.
CIK 0000920424
Entity typeother
Related Parties
1- filerCIK 0001659733
Filing Metadata
- Form type
- 4
- Filed
- Dec 18, 7:00 PM ET
- Accepted
- Dec 19, 8:31 PM ET
- Size
- 12.0 KB