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