0001179110-19-006465.txt : 20190521
0001179110-19-006465.hdr.sgml : 20190521
20190521173216
ACCESSION NUMBER: 0001179110-19-006465
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190517
FILED AS OF DATE: 20190521
DATE AS OF CHANGE: 20190521
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TJMT Holdings LLC
CENTRAL INDEX KEY: 0001602512
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1207
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37352
FILM NUMBER: 19843404
BUSINESS ADDRESS:
STREET 1: 645 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022-1010
BUSINESS PHONE: 212-418-0100
MAIL ADDRESS:
STREET 1: 645 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022-1010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viola Michael T
CENTRAL INDEX KEY: 0001573310
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37352
FILM NUMBER: 19843405
MAIL ADDRESS:
STREET 1: 1600 REDBUD BOULEVARD
STREET 2: SUITE 400
CITY: MCKINNEY
STATE: TX
ZIP: 75069
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viola Teresa
CENTRAL INDEX KEY: 0001602918
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37352
FILM NUMBER: 19843406
MAIL ADDRESS:
STREET 1: 645 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022-1010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viola Vincent J
CENTRAL INDEX KEY: 0001573350
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37352
FILM NUMBER: 19843407
MAIL ADDRESS:
STREET 1: 1600 REDBUD BOULEVARD
STREET 2: SUITE 400
CITY: MCKINNEY
STATE: TX
ZIP: 75069
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: ONE LIBERTY PLAZA
STREET 2: 165 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 212-418-0100
MAIL ADDRESS:
STREET 1: ONE LIBERTY PLAZA
STREET 2: 165 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10006
4
1
edgar.xml
FORM 4 -
X0306
4
2019-05-17
0
0001592386
Virtu Financial, Inc.
VIRT
0001602512
TJMT Holdings LLC
C/O VIRTU FINANCIAL, INC.
165 BROADWAY
NEW YORK
NY
10006
1
0
1
1
See Remarks
0001573310
Viola Michael T
C/O VIRTU FINANCIAL, INC.
165 BROADWAY
NEW YORK
NY
10006
1
0
1
0
0001602918
Viola Teresa
C/O VIRTU FINANCIAL, INC.
165 BROADWAY
NEW YORK
NY
10006
1
0
1
1
See Remarks
0001573350
Viola Vincent J
C/O VIRTU FINANCIAL, INC.
165 BROADWAY
NEW YORK
NY
10006
1
0
1
0
Class D common stock
2019-05-17
4
D
0
9000000
D
60091740
I
See footnote
Non-voting common interest units of Virtu Financial LLC
2019-05-17
4
D
0
9000000
D
Class B common stock and Class A common stock
9000000
60091740
I
See footnote
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").
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.
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.
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.
By virtue of their relationships with Mr. Vincent Viola and Mr. Michael Viola, directors of the Issuer, Mrs. Teresa Viola and TJMT Holdings LLC may each be deemed to be a director by deputization. By virtue of his relationship with Mr. Michael Viola and Mrs. Teresa Viola, Mr. Vincent Viola is deemed to have a beneficial interest in the shares owned by TJMT Holdings LLC.
/s/ Justin Waldie, as Attorney-in-Fact for TJMT Holdings LLC
2019-05-21
/s/ Justin Waldie, as Attorney-in-Fact for Michael Viola
2019-05-21
/s/ Justin Waldie, as Attorney-in-Fact for Teresa Viola
2019-05-21
/s/ Justin Waldie, as Attorney-In-Fact for Vincent Viola
2019-05-21