4//SEC Filing
TJMT Holdings LLC 4
Accession 0001179110-20-006555
CIK 0001592386other
Filed
May 21, 8:00 PM ET
Accepted
May 22, 9:49 PM ET
Size
20.0 KB
Accession
0001179110-20-006555
Insider Transaction Report
Form 4
Viola Teresa
Director10% OwnerOther
Transactions
- Purchase
Non-voting common interest units of Virtu Financial LLC
2020-05-22+216,680→ 216,680 total(indirect: See footnote)→ Class A common stock (216,680 underlying) - Purchase
Class C common stock
2020-05-22+216,680→ 216,680 total(indirect: See footnote) - Award
Warrant
2020-05-21+3,000,000→ 3,000,000 total(indirect: See footnote)Exercise: $22.98From: 2020-05-22Exp: 2022-01-15→ Class A common stock (3,000,000 underlying)
Holdings
- 60,091,740(indirect: See footnote)
Class D common stock
- 60,091,740(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
→ Class A common stock and Class B common stock (60,091,740 underlying)
Viola Michael T
Director10% Owner
Transactions
- Purchase
Class C common stock
2020-05-22+216,680→ 216,680 total(indirect: See footnote) - Purchase
Non-voting common interest units of Virtu Financial LLC
2020-05-22+216,680→ 216,680 total(indirect: See footnote)→ Class A common stock (216,680 underlying) - Award
Warrant
2020-05-21+3,000,000→ 3,000,000 total(indirect: See footnote)Exercise: $22.98From: 2020-05-22Exp: 2022-01-15→ Class A common stock (3,000,000 underlying)
Holdings
- 60,091,740(indirect: See footnote)
Class D common stock
- 60,091,740(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
→ Class A common stock and Class B common stock (60,091,740 underlying)
TJMT Holdings LLC
Director10% OwnerOther
Transactions
- Purchase
Class C common stock
2020-05-22+216,680→ 216,680 total(indirect: See footnote) - Award
Warrant
2020-05-21+3,000,000→ 3,000,000 total(indirect: See footnote)Exercise: $22.98From: 2020-05-22Exp: 2022-01-15→ Class A common stock (3,000,000 underlying) - Purchase
Non-voting common interest units of Virtu Financial LLC
2020-05-22+216,680→ 216,680 total(indirect: See footnote)→ Class A common stock (216,680 underlying)
Holdings
- 60,091,740(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
→ Class A common stock and Class B common stock (60,091,740 underlying) - 60,091,740(indirect: See footnote)
Class D common stock
Viola Vincent J
Director10% OwnerOther
Transactions
- Purchase
Class C common stock
2020-05-22+216,680→ 216,680 total(indirect: See footnote) - Award
Warrant
2020-05-21+3,000,000→ 3,000,000 total(indirect: See footnote)Exercise: $22.98From: 2020-05-22Exp: 2022-01-15→ Class A common stock (3,000,000 underlying) - Purchase
Non-voting common interest units of Virtu Financial LLC
2020-05-22+216,680→ 216,680 total(indirect: See footnote)→ Class A common stock (216,680 underlying)
Holdings
- 60,091,740(indirect: See footnote)
Class D common stock
- 60,091,740(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
→ Class A common stock and Class B common stock (60,091,740 underlying)
Footnotes (7)
- [F1]TJMT Holdings LLC acquired 216,680 non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") and an equal number of shares of Class C common stock of the Issuer ("Class C Common Stock") for a per share purchase price of $26.00.
- [F2]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.
- [F3]On March 20, 2020, an indirect subsidiary of the Issuer entered into a Loan Agreement (the "Loan Agreement") with TJMT Holdings LLC (the "Lender") providing for unsecured term loans from time to time (the "Loans") in an aggregate original principal amount not to exceed $300 million. Upon the execution of and in consideration for the Lender's commitments under the Loan Agreement, TJMT Holdings LLC received a warrant (the "Warrant") to purchase shares of Class A Common Stock. Pursuant to the Warrant, the Lender may purchase up to 3,000,000 shares of Class A common stock, which number of shares will be increased to 10,000,000 if, at any time during the term of the Loan Agreement, Loans equal to or greater than $100 million remain outstanding for a certain period of time specified in the Warrant.
- [F4]The exercise price per share of the Class A Common Stock issuable pursuant to the Warrant is equal to the average of the volume weighted average prices of the Class A Common Stock for the ten (10) trading days following the date on which the Issuer publicly announced its earnings results for the first quarter of 2020, which was May 7, 2020.
- [F5]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.
- [F6]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.
- [F7]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 21, 8:00 PM ET
- Accepted
- May 22, 9:49 PM ET
- Size
- 20.0 KB