0001179110-19-003373.txt : 20190305
0001179110-19-003373.hdr.sgml : 20190305
20190305193547
ACCESSION NUMBER: 0001179110-19-003373
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190301
FILED AS OF DATE: 20190305
DATE AS OF CHANGE: 20190305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Corcoran Michael
CENTRAL INDEX KEY: 0001697592
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32722
FILM NUMBER: 19660736
MAIL ADDRESS:
STREET 1: ONE LIBERTY PLAZA
STREET 2: 165 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10006
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: INVESTMENT TECHNOLOGY GROUP, INC.
CENTRAL INDEX KEY: 0000920424
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 952848406
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) 588-4000
MAIL ADDRESS:
STREET 1: ONE LIBERTY PLAZA
STREET 2: 165 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10006
FORMER COMPANY:
FORMER CONFORMED NAME: INVESTMENT TECHNOLOGY GROUP INC
DATE OF NAME CHANGE: 19940316
4
1
edgar.xml
FORM 4 -
X0306
4
2019-03-01
1
0000920424
INVESTMENT TECHNOLOGY GROUP, INC.
ITG
0001697592
Corcoran Michael
ONE LIBERTY PLAZA
165 BROADWAY
NEW YORK
NY
10006
0
1
0
0
Man. Dir., CEO of Asia Pac.
Common Stock
2019-03-01
4
D
0
53292
30.30
D
0
D
Common Stock
2019-03-01
4
D
0
27310
D
0
D
Performance-based Restricted Stock Units
2019-03-01
4
D
0
4722
D
Common Stock
4722
0
D
Pursuant to the Agreement and Plan of Merger, dated as of November 6, 2018, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Impala Merger Sub, Inc., a Delaware corporation ("Merger Sub") and an indirect wholly owned subsidiary of Virtu, and Investment Technology Group, Inc., a Delaware corporation (the "Company"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and an indirect wholly owned subsidiary of Virtu, these shares of the Company's common stock, par value $0.01 per share (the "Company Common Stock"), owned by the reporting person were converted into the right to receive $30.30 per share in cash without interest (the "Merger Consideration").
Pursuant to the Merger Agreement, at the Effective Time, these time-based restricted stock unit awards granted by the Company ("Company RSU Awards") were converted automatically into Virtu RSU awards ("Virtu RSU Awards"), subject to the same terms and conditions as were applicable under the Company RSU Awards (other than changes necessary to reflect the merger), with respect to a number of shares of Virtu Class A common stock, par value $0.00001 per share ("Virtu Common Stock"), determined by multiplying the number of shares of Company Common Stock subject to such Company RSU Awards immediately prior to the Effective Time by a fraction, the numerator of which is the Merger Consideration and the denominator of which is the volume-weighted average price per-share of Virtu Common Stock on the NASDAQ Global Market for the last ten full trading days immediately preceding the date on which the Effective Time occurred (the "Exchange Ratio").
Accordingly, the Company RSU Awards were replaced with 32,489 Virtu RSU Awards that will vest on the same schedule as the Company RSU Awards.
Due to an administrative error in certain earlier Form 4 filings, this amount reflects the correction of the number of securities beneficially owned, which was over-reported by 968 shares of Company Common Stock subject to the reporting person's Company RSU Awards.
Pursuant to the Merger Agreement, at the Effective Time, these performance-based restricted stock unit awards granted by the Company ("Company PSU Awards") were converted automatically into Virtu RSU Awards subject to the same terms and conditions as were applicable under such Company PSU Award (other than changes necessary to reflect the merger and the performance based vesting schedule, which was converted into a service-based vesting schedule) with respect to a number of shares of Virtu Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company PSU Awards immediately prior to the Effective Time (with the performance goals deemed satisfied at target as of the Effective Time) by the Exchange Ratio. Accordingly, the Company PSU Awards were replaced with 5,618 Virtu RSU Awards that will vest on the same schedule as the Company PSU Awards.
/s/ Robert Wollin, by power of attorney filed with Form 3 dated February 6, 2017
2019-03-05