Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Virtu Financial, Inc.
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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928254101
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(CUSIP Number)
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Justin Waldie
General Counsel
165 Broadway
New York, NY 10006
(212) 418-0100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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March 20, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of
§§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 2 of 13
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1
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NAME OF REPORTING PERSON
Vincent Viola
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
67,678,646
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
67,678,646
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,678,646
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 3 of 13
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1
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NAME OF REPORTING PERSON
Virtu Employee Holdco LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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|
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
67,678,646
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|
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9
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SOLE DISPOSITIVE POWER
0
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|
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10
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SHARED DISPOSITIVE POWER
67,678,646
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,678,646
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 4 of 13
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1
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NAME OF REPORTING PERSON
TJMT Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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|
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
67,678,646
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|
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9
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SOLE DISPOSITIVE POWER
0
|
|
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10
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SHARED DISPOSITIVE POWER
67,678,646
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,678,646
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|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 5 of 13
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1
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NAME OF REPORTING PERSON
Michael T. Viola
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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|
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
67,678,646
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|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
67,678,646
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,678,646
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|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
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14
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TYPE OF REPORTING PERSON
IN
|
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 6 of 13
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1
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NAME OF REPORTING PERSON
Teresa Viola
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
67,678,646
|
|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
67,678,646
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,678,646
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|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
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|
|
14
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TYPE OF REPORTING PERSON
IN
|
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 7 of 13
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This Amendment No. 3 amends the statement on Schedule 13D (the “Original Schedule 13D” and, as amended, the “Schedule 13D”) filed with the Securities and Exchange Commission (the
“Commission”) on July 31, 2017, by Mr. Vincent Viola, Virtu Employee Holdco LLC (“Employee Holdco”), TJMT Holdings LLC (“TJMT”), Mr. Michael T. Viola and Mrs. Teresa Viola (collectively, the “Reporting Persons”), relating to the Class A common stock,
par value $0.00001 per share (the “Class A Common Stock”), of Virtu Financial, Inc., a Delaware corporation (the “Issuer”).
Items 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows:
Item 5. Interest in Securities of the Issuer.
| (a) |
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentages of shares of Class A Common Stock beneficially owned by each of the Reporting Persons, which
information is incorporated herein by reference.
|
| (b) |
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Class A Common Stock as to which each
Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition, which information is incorporated herein by reference.
|
Vincent Viola is the father of Michael T. Viola and the husband of Teresa Viola. Vincent Viola is the manager of Employee Holdco and as a result may be deemed to beneficially own
the shares of Class A Common Stock issuable to Employee Holdco upon the exchange of Virtu Financial Units and an equal number of shares of Class C Common Stock held by Employee Holdco. Michael T. Viola and
Teresa Viola are the managing members of TJMT and as a result may be deemed to beneficially own the shares of Class A Common Stock issuable to TJMT at any time upon (x) the exchange of Virtu Financial Units and an equal number the Issuer’s Class D
common stock, par value $0.00001 per share (the “Class D Common Stock”) held by TJMT for shares of Class B common stock, par value $0.00001 per share (the “Class B Common Stock”) and (y) the conversion of
such shares of shares of Class B Common Stock, into shares of Class A Common Stock.
By virtue of these relationships, each of the Reporting Persons may be deemed to beneficially own the shares of Class A Common Stock held by the other Reporting Persons.
The shares of Class A Common Stock reported herein includes:
| (i) |
6,810,869 shares of Class A Common Stock issuable to Employee Holdco upon the exchange of 6,810,869 Virtu Financial Units and an equal number of shares of Class C Common Stock held by
Employee Holdco;
|
| (ii) |
60,091,740 shares of Class A Common Stock issuable to TJMT at
any time upon (x) the exchange of the 60,091,740 Virtu Financial Units and an equal number of shares of Class D Common Stock held by TJMT for shares of Class B Common Stock and (y) the conversion of such shares of shares of Class B Common
Stock into shares of Class A Common Stock;
|
| (iii) |
693,750 shares of Class A Common Stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days that Vincent Viola beneficially owns; and
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| (iv) |
(a) 67,287 shares of Class A Common Stock that Michael T. Viola directly owns, and (b) 15,000 shares of Class A Common Stock
underlying vested and exercisable options or options becoming vested and exercisable within 60 days that Michael T. Viola beneficially owns.
|
The total amount of shares of Class A Common Stock outstanding is based on:
| (i) |
120,977,115 shares of Class A Common Stock outstanding;
|
| (ii) |
6,810,869 shares of Class A Common Stock issuable to Employee Holdco upon the exchange of the 6,810,869 Virtu Financial Units and an equal number of shares of Class C Common Stock held by Employee Holdco;
|
| (iii) |
60,091,740 shares of Class A Common Stock issuable to TJMT upon
(a) the exchange of the 60,091,740 Virtu Financial Units and an equal number of shares of Class D Common Stock held by TJMT for shares of Class
B Common Stock and (b) the conversion of such shares of Class B Common Stock into shares of Class A Common Stock;
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 8 of 13
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| (iv) |
693,750 shares of Class A Common Stock underlying vested and exercisable options or options becoming vested and
exercisable within 60 days that Vincent Viola beneficially owns; and
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| (v) |
15,000 shares of Class A Common Stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days beneficially owned by Michael T. Viola.
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In addition, because of the relationship between TJMT and Ordinal Holdings I, LP (f/k/a North Island Holdings I, LP (“Ordinal”)), as a result of the Stockholders Agreement entered into on April 20,
2017 (effective on July 20, 2017) by and among the Issuer, TJMT, Ordinal, and Havelock Fund Investments Pte Ltd and Aranda Investments Pte. Ltd., each an affiliate of Temasek (collectively, the “Temasek Entities”),
pursuant to which TJMT has agreed to take all necessary action, including voting all of its shares of capital stock of the Issuer, or providing written consent, to cause the election of the directors nominated by Ordinal to the member of the board of
directors of the Issuer (the “Board”), as further described in Item 6 of this Schedule 13D, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own an
additional 40,064,103 shares of Class A Common Stock, which represents the shares of Class A Common Stock held by Ordinal. 40,064,103 shares of Class A Common Stock represents
21.2% of the total number of outstanding shares of Class A Common Stock (assuming that there is a total of 188,655,761 shares
of Class A Common Stock issued and outstanding, as described in the preceding paragraph).
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of Sections
13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities described in this Schedule 13D as being held by Ordinal.
| (c) |
On March 20, 2020, Virtu Americas LLC (the “Borrower”), an indirect subsidiary of the Issuer entered into a Loan Agreement (the “Loan Agreement”) with TJMT, as lender and administrative agent,
providing for unsecured term loans from time to time (the “Loans”) in an aggregate original principal amount not to exceed $300 million. The Loans may be borrowed in one or more borrowings on or after March 20, 2020 and prior to September
20, 2020, as further described below. The Borrower intends to use the proceeds of the Loans solely to finance the purchase and settlement of securities and to fund margin deposits with the National Securities Clearing Corporation and
Options Clearing Corporation.
Upon the execution of and in consideration for the Lender’s commitments under the Loan Agreement, the Borrower delivered to TJMT a warrant (the
“Warrant”) to purchase shares of Class A Common Stock. Pursuant to the Warrant, TJMT 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 shall be
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 announces its earnings results for the first quarter of 2020. The
Warrant may be exercised on or after the eleventh (11th) trading day following the date on which the Issuer publicly announces its earnings results for the first quarter of 2020, up to and including January 15, 2022.
|
| (d) |
To the best knowledge of the Reporting Persons, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5, other than, with respect to the securities held directly by Ordinal and its affiliates, Ordinal and its affiliates.
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 9 of 13
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| (e) |
Not applicable.
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Item 6. Contracts, Arrangements Understandings or Relationships with Respect to Securities of the Issuer.
Loan Agreement and Warrant
As described in Item 5(c) to this Schedule 13D, on March 20, 2020, the Borrower entered into the Loan Agreement with TJMT, providing for the Loans. Upon the
execution of and in consideration for TJMT’s commitments under the Loan Agreement, the Borrower delivered to TJMT the Warrant. Pursuant to the Warrant, TJMT 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 Class A Common
Stock issuable pursuant to the Warrant shall be 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 announces its earnings results for
the first quarter of 2020. The Warrant may be exercised on or after the eleventh (11th) trading day following the date on which the Issuer publicly announces its earnings results for the first quarter of 2020, up to and including January 15, 2022.
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 10 of 13
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Item 7. Materials to be Filed as Exhibits.
Item 7 of the Statement is hereby amended and restated to read as follows:
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Exhibit No.
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Description
|
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99.1
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Stockholders Agreement, dated as of April 20, 2017, by and among Virtu Financial, Inc., TJMT Holdings LLC, Havelock Fund Investments Pte Ltd, Aranda Investments Pte. Ltd. and North Island Holdings I, LP
(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Virtu Financial, Inc. on May 10, 2017).
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99.2
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Amended and Restated Registration Rights Agreement, dated as of April 20, 2017, by and among Virtu Financial, Inc., TJMT Holdings LLC, Aranda Investments Pte. Ltd., Havelock Fund Investments Pte Ltd., North
Island Holdings I, LP and the additional holders named therein (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Virtu Financial, Inc. on May 10, 2017).
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99.3
|
Amended and Restated Lock-up Waivers Agreement, dated as of April 20, 2017, by and among Virtu Financial, Inc., TJMT Holdings LLC, Havelock Fund Investments Pte Ltd, Aranda Investments Pte. Ltd., North Island
Holdings I, LP and the additional parties named therein (incorporated by reference to Exhibit 99.4 of the Initial Schedule 13D filed on August 31, 2017).
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99.4
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 of the Initial Schedule 13D filed on August 31, 2017).
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99.5
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Powers of Attorney, dated February 4, 2016, granted by the Reporting Persons in favor of the Issuer’s General Counsel, Chief Financial Officer and Chief Executive Officer (incorporated by reference to Exhibit 2
to the Schedule 13G filed by the Reporting Persons on February 5, 2016).
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99.6
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Underwriting Agreement, dated May 10, 2018, by and between Virtu Financial, Inc., Virtu Financial LLC, the selling stockholders and underwriters party thereto (incorporated by reference to Exhibit 99.1 of
Amendment No. 1 to Initial Schedule 13D filed on May 15, 2018).
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CUSIP No. 928254101
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SCHEDULE 13D
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Page 11 of 13
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99.7
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Lock-up Agreement, dated May 10, 2018, entered into by Vincent Viola (incorporated by reference to Exhibit 99.2 of Amendment No. 1 to Initial Schedule 13D filed on May 15, 2018).
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99.8
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Lock-up Agreement, dated May 10, 2018, entered into by Michael T. Viola (incorporated by reference to Exhibit 99.3 of Amendment No. 1 to Initial Schedule 13D filed on May 15, 2018).
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99.9
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Lock-up Agreement, dated May 10, 2018, entered into by TJMT Holdings LLC (incorporated by reference to Exhibit 99.4 of Amendment No. 1 to Initial Schedule 13D filed on May 15, 2018).
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99.10
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Lock-up Agreement, dated May 10, 2018, entered into by Virtu Employee Holdco LLC(incorporated by reference to Exhibit 99.5 of Amendment No. 1 to Initial Schedule 13D filed on May 15, 2018).
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99.11
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Member Purchase Agreement, dated May 10, 2018, by and between Virtu Financial, Inc. and TJMT Holdings LLC (incorporated by reference to Exhibit 99.6 of Amendment No. 1 to Initial Schedule 13D filed on May 15,
2018).
|
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99.12
|
Amendment No. 1 to Amended and Restated Registration Rights Agreement, dated May 10, 2018, by and among Virtu Financial, Inc., TJMT Holdings LLC, North Island Holdings I, LP, Havelock Fund Investments Pte Ltd and
Aranda Investments Pte. Ltd (incorporated by reference to Exhibit 99.7 of Amendment No. 1 to Initial Schedule 13D filed on May 15, 2018).
|
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99.13
|
Amendment No. 1 to Amended and Restated Lock-up Waivers Agreement, dated May 10, 2018, by and among Virtu Financial, Inc., TJMT Holdings LLC, Mr. Vincent Viola, Havelock Fund Investments Pte Ltd, Aranda
Investments Pte. Ltd., North Island Holdings I, LP and the stockholders named therein (incorporated by reference to Exhibit 99.8 of Amendment No. 1 to Initial Schedule 13D filed on May 15, 2018).
|
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99.14
|
Underwriting Agreement, dated May 14, 2019, by and between Virtu Financial, Inc., Virtu Financial LLC and underwriters party thereto (incorporated by reference to Exhibit 1.1 of the Issuer’s Current Report on
Form 8-K filed on May 17, 2019).
|
|
99.15
|
Lock-up Agreement, dated May 14, 2019, entered into by Vincent Viola (incorporated by reference to Exhibit 99.15 of Amendment No. 2 to Initial Schedule 13D filed on May 21, 2019).
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CUSIP No. 928254101
|
SCHEDULE 13D
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Page 12 of 13
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99.16
|
Lock-up Agreement, dated May 14, 2019, entered into by Michael T. Viola (incorporated by reference to Exhibit 99.16 of Amendment No. 2 to Initial Schedule 13D filed on May 21, 2019).
|
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99.17
|
Lock-up Agreement, dated May 14, 2019, entered into by TJMT Holdings LLC (incorporated by reference to Exhibit 99.17 of Amendment No. 2 to Initial Schedule 13D filed on May 21, 2019).
|
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99.18
|
Member Purchase Agreement, dated May 14, 2019, by and between Virtu Financial, Inc. and TJMT Holdings LLC (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on May 17,
2019).
|
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99.19
|
Loan Agreement, dated March 20, 2020, by and among Virtu Americas LLC, as borrower, TJMT Holdings LLC, as lenders, and TJMT Holdings LLC, as administrative agent.*
|
| 99.20 |
Class A Common Stock Warrant, dated March 20, 2020, entered into by Virtu Financial, Inc.* |
* Filed herewith.
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CUSIP No. 928254101
|
SCHEDULE 13D
|
Page 13 of 13
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: March 23, 2020
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*
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Vincent Viola
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*
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Virtu Employee Holdco LLC
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*
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TJMT Holdings LLC
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*
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Michael T. Viola
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*
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Teresa Viola
|
| *By: |
/s/ Justin Waldie
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Justin Waldie, as Attorney-in-fact
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