0001179110-20-006555.txt : 20200522
0001179110-20-006555.hdr.sgml : 20200522
20200522214943
ACCESSION NUMBER: 0001179110-20-006555
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200521
FILED AS OF DATE: 20200522
DATE AS OF CHANGE: 20200522
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: 20907790
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: 20907791
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: 20907792
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: 20907793
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
2020-05-21
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 C common stock
2020-05-22
4
P
0
216680
A
216680
I
See footnote
Class D common stock
60091740
I
See footnote
Warrant
22.98
2020-05-21
4
A
0
3000000
A
2020-05-22
2022-01-15
Class A common stock
3000000
3000000
I
See footnote
Non-voting common interest units of Virtu Financial LLC
2020-05-22
4
P
0
216680
A
Class A common stock
216680
216680
I
See footnote
Non-voting common interest units of Virtu Financial LLC
Class A common stock and Class B common stock
60091740
60091740
I
See footnote
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.
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.
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.
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.
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.
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.
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
2020-05-22
/s/ Justin Waldie, as Attorney-in-Fact for Michael Viola
2020-05-22
/s/ Justin Waldie, as Attorney-in-Fact for Teresa Viola
2020-05-22
/s/ Justin Waldie, as Attorney-In-Fact for Vincent Viola
2020-05-22