Home > Insider Trading > Filing (0001179110-20-006555)

Filing Details

Accession Number:: 0001179110-20-006555
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-05-22 21:49:43
Reporting Period:: 2020-05-21

Accepted Time:: 2020-05-22 21:49:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1592386	Virtu Financial Inc.	VIRT	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1573310	T Michael Viola	C/O Virtu Financial, Inc. 165 Broadway New York NY 10006	Yes	No	Yes	No
1573350	J Vincent Viola	C/O Virtu Financial, Inc. 165 Broadway New York NY 10006	Yes	No	Yes	No
1602512	Tjmt Holdings Llc	C/O Virtu Financial, Inc. 165 Broadway New York NY 10006	Yes	No	Yes	Yes
1602918	Teresa Viola	C/O Virtu Financial, Inc. 165 Broadway New York NY 10006	Yes	No	Yes	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class C Common Stock	Acquisiton	2020-05-22	216,680	$0.00	216,680	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Warrant	Acquisiton	2020-05-21	3,000,000	$0.00	3,000,000	$22.98
Class A Common Stock	Non-voting common interest units of Virtu Financial LLC	Acquisiton	2020-05-22	216,680	$0.00	216,680	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,000,000	2020-05-22	2022-01-15	No	4	A	Indirect
216,680			No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class D Common Stock	60,091,740	Indirect	See footnote

Reported Derivative Holdings

Show Other Fields >>

Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock And Class B Common Stock	Non-voting common interest units of Virtu Financial LLC	$0.00			60,091,740	60,091,740	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	60,091,740	60,091,740	Indirect

Footnotes

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.