4//SEC Filing
TJMT Holdings LLC 4
Accession 0001179110-19-006465
CIK 0001592386other
Filed
May 20, 8:00 PM ET
Accepted
May 21, 5:32 PM ET
Size
14.0 KB
Accession
0001179110-19-006465
Insider Transaction Report
Form 4
TJMT Holdings LLC
Director10% OwnerOther
Transactions
- Disposition to Issuer
Class D common stock
2019-05-17−9,000,000→ 60,091,740 total(indirect: See footnote) - Disposition to Issuer
Non-voting common interest units of Virtu Financial LLC
2019-05-17−9,000,000→ 60,091,740 total(indirect: See footnote)→ Class B common stock and Class A common stock (9,000,000 underlying)
Viola Michael T
Director10% Owner
Transactions
- Disposition to Issuer
Class D common stock
2019-05-17−9,000,000→ 60,091,740 total(indirect: See footnote) - Disposition to Issuer
Non-voting common interest units of Virtu Financial LLC
2019-05-17−9,000,000→ 60,091,740 total(indirect: See footnote)→ Class B common stock and Class A common stock (9,000,000 underlying)
Viola Teresa
Director10% OwnerOther
Transactions
- Disposition to Issuer
Class D common stock
2019-05-17−9,000,000→ 60,091,740 total(indirect: See footnote) - Disposition to Issuer
Non-voting common interest units of Virtu Financial LLC
2019-05-17−9,000,000→ 60,091,740 total(indirect: See footnote)→ Class B common stock and Class A common stock (9,000,000 underlying)
Viola Vincent J
Director10% OwnerOther
Transactions
- Disposition to Issuer
Class D common stock
2019-05-17−9,000,000→ 60,091,740 total(indirect: See footnote) - Disposition to Issuer
Non-voting common interest units of Virtu Financial LLC
2019-05-17−9,000,000→ 60,091,740 total(indirect: See footnote)→ Class B common stock and Class A common stock (9,000,000 underlying)
Footnotes (4)
- [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 non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units").
- [F2]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 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.
- [F3]The Issuer sold 9,000,000 shares of Class A common stock of the Issuer ("Class A Common Stock") in a public offering and used the net proceeds to purchase an equal number of Virtu Financial Units and corresponding shares of Class D Common Stock from TJMT Holdings LLC ("TJMT"). The purchase price per Virtu Financial Unit and share of Class D Common Stock was $22.00, the same price per share received by the Issuer from the underwriters in the public offering.
- [F4]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
Issuer
Virtu Financial, Inc.
CIK 0001592386
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001602512
Filing Metadata
- Form type
- 4
- Filed
- May 20, 8:00 PM ET
- Accepted
- May 21, 5:32 PM ET
- Size
- 14.0 KB