0000899243-15-008447.txt : 20151118 0000899243-15-008447.hdr.sgml : 20151118 20151118194646 ACCESSION NUMBER: 0000899243-15-008447 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151118 FILED AS OF DATE: 20151118 DATE AS OF CHANGE: 20151118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virtu Financial, Inc. CENTRAL INDEX KEY: 0001592386 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320420206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 900 3RD AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-0100 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: 900 3RD AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-0100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP Virtu Investors, LLC CENTRAL INDEX KEY: 0001639361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 151242006 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Partners III DE (AIV III), L.P. CENTRAL INDEX KEY: 0001639492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 151242007 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP III EW Feeder I, L.P. CENTRAL INDEX KEY: 0001639495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 151242008 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates III, L.P. CENTRAL INDEX KEY: 0001491809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 151242009 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Group, L.L.C. CENTRAL INDEX KEY: 0001418226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 151242011 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLTA III (GP), L.L.C. CENTRAL INDEX KEY: 0001491808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 151242010 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94205 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94205 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-11-18 1 0001592386 Virtu Financial, Inc. VIRT 0001418226 Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001491808 SLTA III (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001491809 Silver Lake Technology Associates III, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001639495 SLP III EW Feeder I, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001639492 Silver Lake Partners III DE (AIV III), L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001639361 SLP Virtu Investors, LLC C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 Class C common stock 2015-11-18 4 C 0 3100579 D 0 I Held through SLP Virtu Investors, LLC Class A common stock 2015-11-18 4 C 0 3100579 A 3100579 I Held through SLP Virtu Investors, LLC Class A common stock 2015-11-18 4 S 0 2975258 21.65 D 0 I Held through SLP III EW Feeder I, L.P. Class A common stock 2015-11-18 4 S 0 3100579 21.65 D 0 I Held through SLP Virtu Investors, LLC Non-voting common interest units of Virtu Financial LLC 2015-11-18 4 C 0 3100579 D Class A common stock 3100579 0 I Held through SLP Virtu Investors, LLC Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held. 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 of the Issuer ("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. Reflects securities held directly by SLP Virtu Investors, LLC ("Investors LLC"). The managing member of Investors LLC is Silver Lake Partners III DE (AIV III), L.P., the general partner of which is Silver Lake Technology Associates III, L.P. ("Silver Lake Technology"). The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C. As managing member of Investors LLC, Silver Lake Partners III DE (AIV III), L.P. may be deemed to share voting and dispositive power with respect to securities directly held by Investors LLC. As the general partner of each of Investors LLC and Feeder I (as defined below), Silver Lake Technology may be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC and Feeder I. As the general partner of Silver Lake Technology, SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC, Feeder I and Silver Lake Technology. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of such Reporting Person's pecuniary interest therein. Reflects securities held directly by SLP III EW Feeder I, L.P. ("Feeder I"). The general partner of Feeder I is Silver Lake Technology. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C. (8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C. (8) 2015-11-18 By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. (8) 2015-11-18 By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P. (8) 2015-11-18 By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of SLP III EW Feeder I, L.P. (8) 2015-11-18 By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Partners III DE (AIV III), L.P. (8) 2015-11-18 By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C., managing member of the general partner of Silver Lake Technology Associates III, L.P., the general partner of the managing member of SLP Virtu Investors, LLC (8) 2015-11-18