4//SEC Filing
Troise Francis J 4
Accession 0001179110-19-003380
CIK 0000920424other
Filed
Mar 4, 7:00 PM ET
Accepted
Mar 5, 7:43 PM ET
Size
12.0 KB
Accession
0001179110-19-003380
Insider Transaction Report
Form 4
Troise Francis J
DirectorCEO and President
Transactions
- Disposition to Issuer
Option (right to buy)
2019-03-01−131,240→ 0 totalExercise: $16.18Exp: 2024-01-15→ Common Stock (131,240 underlying) - Disposition to Issuer
Performance-based Restricted Stock Units
2019-03-01$30.30/sh−34,145$1,034,594→ 0 total→ Common Stock (34,145 underlying) - Disposition to Issuer
Common Stock
2019-03-01$30.30/sh−442,439.5$13,405,917→ 0 total
Footnotes (5)
- [F1]Pursuant 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, 246,184.50 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").
- [F2]Pursuant to the Merger Agreement, at the Effective Time, 196,255 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 Company Common Stock subject to such RSUs immediately prior to the Effective Time and (ii) the Merger Consideration of $30.30 per share.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, 34,145 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 Company 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.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, 131,240 stock options granted by the Company ("Company Options") were converted automatically into Virtu stock options ("Virtu Options"), subject to the same terms and conditions as were applicable under the Company Options (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 Options 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"), at an exercise price of $16.18 per share divided by the Exchange Ratio.
- [F5]Accordingly, the Company Options were replaced with 156,129 Virtu Options with an exercise price of $13.60 per share and an expiration date of January 15, 2024.
Documents
Issuer
INVESTMENT TECHNOLOGY GROUP, INC.
CIK 0000920424
Entity typeother
Related Parties
1- filerCIK 0001659733
Filing Metadata
- Form type
- 4
- Filed
- Mar 4, 7:00 PM ET
- Accepted
- Mar 5, 7:43 PM ET
- Size
- 12.0 KB