SEC Filings

4
COLEMAN DANIEL filed this Form 4 on 07/20/2017
Entire Document
 
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Coleman Daniel

(Last) (First) (Middle)
300 VESEY STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Virtu KCG Holdings LLC [ KCG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/20/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 07/20/2017 D 1,620,694 D $20(1) 0 D
Restricted Stock Units 07/20/2017 D 217,133 D $20(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Settled Stock Appreciation Rights $22.5 07/20/2017 D 1,700,000 (3) (3) Class A Common Stock, par value $0.01 per share 1,700,000 (4) 0 D
Stock Options $11.65 07/20/2017 D 1,700,000 (5) (5) Class A Common Stock, par value $0.01 per share 3,700,000 (6) 0 D
Stock Options $23.35 07/20/2017 D 2,000,000 (7) (7) Class A Common Stock, par value $0.01 per share 3,700,000 (6) 0 D
Class B Warrants $13.16 07/20/2017 D 53,711 (8) (8) Class A Common Stock, par value $0.01 per share 53,711 (9) 0 D
Class C Warrants $14.63 07/20/2017 D 53,710 (10) (10) Class A Common Stock, par value $0.01 per share 53,710 (9) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Orchestra Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Virtu, and Virtu KCG Holdings LLC, a Delaware limited liability company (formerly known as KCG Holdings, 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 a wholly owned subsidiary of Virtu, each share of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), owned by the reporting person was converted into the right to receive $20.00 in cash without interest (the "Merger Consideration").
2. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") granted by the Company was cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such RSU immediately prior to the Effective Time and (ii) the Merger Consideration of $20.00 per share. Accordingly, 217,133 RSUs granted to the reporting person on February 3, 2016 under the Company's stock plan, approximately 50% of which would have vested into Class A Common Stock on each of February 3, 2018 and February 3, 2019, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
3. 1,700,000 stock settled stock appreciation rights (each, a "SAR") granted on July 5, 2013 under the Company's stock plan, which vested approximately 33.3% on each of July 5, 2014, July 5, 2015 and July 5, 2016, were cancelled for no consideration in connection with the Merger.
4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding SAR granted by the Company was cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such SAR immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the exercise price per share of such SAR. Because all SARs outstanding prior to the Effective Time had an exercise price per share that was greater than or equal to the merger consideration of $20.00 per share, all SARs were cancelled at the Effective Time for no consideration or payment.
5. 1,700,000 options to purchase shares of Class A Company Stock (each, a "Stock Option") granted on July 5, 2013 under the Company's stock plan, which vested approximately 33.3% on each of July 5, 2014, July 5, 2015 and July 5, 2016, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
6. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Stock Option granted by the Company was cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the exercise price per share of such Stock Option.
7. 2,000,000 Stock Options granted on April 21, 2016 under the Company's stock plan, approximately 33.3% of which vested on December 31, 2016, and approximately 33.3% of which would have vested on each of December 31, 2017 and December 31, 2018, were cancelled for no consideration in connection with the Merger.
8. 53,711 Class B warrants to purchase shares of Class A Company Stock for a purchase price per share of $13.16 (each, a "Class B Warrant", and collectively with all Class C Warrants, as defined below, "Warrants") were converted in connection with the Merger into the right to receive a cash payment pursuant to the Merger Agreement.
9. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Warrant converted automatically into the right to receive an amount in cash equal to the product of (i) the total number of shares of Class A Common Stock subject to such Warrant and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the then-current exercise price per share of Class A Common Stock (without giving effect to any of the transactions contemplated by the Merger Agreement) previously subject to such Warrant.
10. 53,710 Class C warrants to purchase shares of Class A Company Stock for a purchase price per share of $14.63 (each, a "Class C Warrant") were converted in connection with the Merger in exchange for cash payment pursuant to the Merger Agreement.
/s/ Robert McQueen as Attorney-in-Fact for Daniel Coleman 07/20/2017
** Signature of Reporting Person Date
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