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