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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-voting common interest units of Virtu Financial LLC (2) | (2) | 04/21/2015 | S(8) | 4,252,609 | (2) | (2) | Class A common stock | 4,252,609 | $ 17.67 (8) | 3,100,579 | I | Held through SLP Virtu Investors, LLC (4) (6) (9) (10) | |||
| Non-voting common interest units of Virtu Financial LLC (2) | (2) | 04/21/2015 | S(8) | 610,000 | (3) | (3) | Class A common stock | 610,000 | $ 17.67 (8) | 0 | I | Held through Silver Lake Technology Associates III, L.P. (5) (6) (9) (10) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Silver Lake Group, L.L.C. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| SLTA III (GP), L.L.C. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Silver Lake Technology Associates III, L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| SLP III EW Feeder I, L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Silver Lake Partners III DE (AIV III), L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| SLP Virtu Investors, LLC C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C. (11) | 04/21/2015 | |
| **Signature of Reporting Person | Date | |
| By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. (11) | 04/21/2015 | |
| **Signature of Reporting Person | Date | |
| By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P. (11) | 04/21/2015 | |
| **Signature of Reporting Person | Date | |
| By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of SLP III EW Feeder I, L.P. (11) | 04/21/2015 | |
| **Signature of Reporting Person | Date | |
| By: /s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Partners III DE (AIV III), L.P. (11) | 04/21/2015 | |
| **Signature of Reporting Person | Date | |
| By:/s/ MICHAEL BINGLE, Managing Director of Silver Lake Group, L.L.C., managing member of the general partner of Silver Lake Technology Associates III, L.P., the general partner of the managing member of SLP Virtu Investors, LLC (11) | 04/21/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held. |
| (2) | 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 of the Issuer ("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. |
| (3) | Reflects securities held directly by SLP III EW Feeder I, L.P. ("Feeder I"). The general partner of Feeder I is Silver Lake Technology Associates III, L.P. ("Silver Lake Technology"). The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C. |
| (4) | Reflects securities held directly by SLP Virtu Investors, LLC ("Investors LLC"). The managing member of Investors LLC is Silver Lake Partners III DE (AIV III), L.P., the general partner of which is Silver Lake Technology. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C. |
| (5) | Reflects securities held directly by Silver Lake Technology. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C. |
| (6) | As managing member of Investors LLC, Silver Lake Partners III DE (AIV III), L.P. may be deemed to share voting and dispositive power with respect to securities directly held by Investors LLC. As the general partner of each of Investors LLC and Feeder I, Silver Lake Technology may be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC and Feeder I. As the general partner of Silver Lake Technology, SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC, Feeder I and Silver Lake Technology. |
| (7) | Reflects shares of Class A Common Stock sold directly to the Issuer. |
| (8) | Reflects shares of Class C Common Stock, together with a corresponding number of Virtu Financial Units, sold directly to the Issuer at a price of $17.67 for each share of Class C Common Stock, together with its corresponding Virtu Financial Unit. |
| (9) | Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| (10) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of such Reporting Person's pecuniary interest therein. |
| Remarks: (11) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. | |