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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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December 31, 2016
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(Date of Event Which Requires Filing of this Statement)
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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CUSIP No. 928254101
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SCHEDULE 13G |
Page 2 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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) o
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
14,532,479 (1)
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6
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SHARED VOTING POWER
80,106,396 (2)
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7
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SOLE DISPOSITIVE POWER
14,532,479 (1)
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8
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SHARED DISPOSITIVE POWER
80,106,396 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,638,875
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
70.0% (3)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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The reporting person may be deemed to beneficially own the 13,638,729 shares of Class A common stock issuable to Virtu Employee Holdco LLC (“Employee Holdco”) upon the exchange of 13,638,729 non-voting common interest units of Virtu Financial LLC (“Virtu Financial Units”) and an equal number of shares of Class C common stock held by Employee Holdco in his capacity as the manager. In addition, the reporting person directly owns 200,000 shares of Class A common stock and 693,750 shares of Class A common stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days.
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(2)
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The reporting person may be deemed to beneficially own the 80,106,396 shares of Class A common stock beneficially owned by Teresa Viola, the reporting person’s wife, by virtue of their relationship.
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(3)
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Based on (i) 39,983,514 shares of Class A common stock that were issued and outstanding as of December 31, 2016, (ii) 2,058,500 shares of Class A common stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days, (iii) 13,638,729 shares of Class A common stock issuable to Employee Holdco upon the exchange of the 13,638,729 Virtu Financial Units and an equal number of shares of Class C common stock held by Employee Holdco, and (iv) 79,610,490 shares of Class A common stock issuable to TJMT Holdings LLC (“TJMT”) upon (x) the exchange of the 79,610,490 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 Class B common stock into shares of Class A common stock.
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CUSIP No. 928254101
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SCHEDULE 13G |
Page 3 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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) o
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
13,638,729 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
13,638,729 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,638,729
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.5% (2)
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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Represents 13,638,729 shares of Class A common stock issuable to the reporting person at any time upon the exchange of the 13,638,729 Virtu Financial Units and an equal number of shares of Class C common stock held by the reporting person.
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(2)
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Based on (i) 39,983,514 shares of Class A common stock that were issued and outstanding as of December 31, 2016, (ii) 2,058,500 shares of Class A common stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days and (iii) 13,638,729 shares of Class A common stock issuable to the reporting person upon the exchange of the 13,638,729 Virtu Financial Units and an equal number of shares of Class C common stock held by the reporting person.
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CUSIP No. 928254101
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SCHEDULE 13G |
Page 4 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
80,106,396 (1)
|
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6
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SHARED VOTING POWER
0
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|
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7
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SOLE DISPOSITIVE POWER
80,106,396 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,106,396 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
65.8% (2)
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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Represents (i) 495,906 shares of Class A common stock and (ii) 79,610,490 shares of Class A common stock issuable to the reporting person at any time upon (i) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D common stock held by the reporting person for shares of Class B common stock and (ii) the conversion of such shares of Class B common stock into shares of Class A common stock.
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(2)
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Based on (i) 39,983,514 shares of Class A common stock that were issued and outstanding as of December 31, 2016, (ii) 2,058,500 shares of Class A common stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days and (iii) 79,610,490 shares of Class A common stock issuable to the reporting person upon (x) the exchange of the 79,610,490 Virtu Financial Units and an equal number of shares of Class D common stock held by the reporting person for shares of Class B common stock and (y) 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 13G |
Page 5 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael 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) o
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3
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SEC USE ONLY
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4
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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
|
5
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SOLE VOTING POWER
72,987 (1)
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6
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SHARED VOTING POWER
80,106,396 (2)
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7
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SOLE DISPOSITIVE POWER
72,987 (1)
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8
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SHARED DISPOSITIVE POWER
80,106,396 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,179,383
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
65.9% (3)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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The reporting person may be deemed to beneficially own 52,235 shares of Class A common stock beneficially owned by Employee Holdco. In addition, the reporting person directly owns 5,752 shares of Class A common stock and 15,000 shares of Class A common stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days.
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(2)
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The reporting person and Teresa Viola share dispositive control and voting control over the shares held by TJMT. As a result, the reporting person may be deemed to beneficially own (i) the 495,906 shares of Class A common stock directly held by TJMT and (ii) the 79,610,490 shares of Class A common stock issuable to TJMT.
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(3)
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Based on (i) 39,983,514 shares of Class A common stock that were issued and outstanding as of December 31, 2016, (ii) 2,058,500 shares of Class A common stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days, (iii) 52,235 shares of Class A common stock issuable upon the exchange of the 52,235 Virtu Financial Units and an equal number of shares of Class C common stock held by Employee Holdco, and (iii) 79,610,490 shares of Class A common stock issuable to TJMT upon (x) the exchange of the 79,610,490 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 Class B common stock into shares of Class A common stock.
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CUSIP No. 928254101
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SCHEDULE 13G |
Page 6 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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) o
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
80,106,396 (1)
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|
7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
80,106,396 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,106,396
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
65.8% (2)
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12
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TYPE OF REPORTING PERSON
IN
|
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(1)
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The reporting person and Michael Viola share dispositive control and voting control over the shares held by TJMT. As a result, the reporting person may be deemed to beneficially own (i) the 495,906 shares of Class A common stock directly held by TJMT and (ii) the 79,610,490 shares of Class A common stock issuable to TJMT.
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(2)
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Based on (i) 39,983,514 shares of Class A common stock that were issued and outstanding as of December 31, 2016, (ii) 2,058,500 shares of Class A common stock underlying vested and exercisable options or options becoming vested and exercisable within 60 days and (iii) 79,610,490 shares of Class A common stock issuable to TJMT upon (x) the exchange of the 79,610,490 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 Class B common stock into shares of Class A common stock.
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CUSIP No. 928254101
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SCHEDULE 13G |
Page 7 of 10
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Item 1.
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(a)
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Name of Issuer:
Virtu Financial, Inc. (the “Issuer”) |
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(b)
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Address of Issuer’s Principal Executive Offices:
900 Third Avenue New York, New York 10022-1010 |
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Item 2.
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(a)-(c)
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Name of Person Filing; Address of Principal Business Office; and Citizenship
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1: (1) Vincent Viola, a U.S. citizen;
(2) TJMT Holdings LLC, a Delaware limited liability company;
(3) Virtu Employee Holdco LLC, a Delaware limited liability company;
(4) Michael Viola, a U.S. citizen; and
(5) Teresa Viola, a U.S. citizen.
The principal business address of each of the Reporting Persons is 900 Third Avenue New York, New York 10022-1010.
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(d)
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Title of Class of Securities:
Class A common stock, par value $0.00001 per share. |
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(e)
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CUSIP Number:
928254101 |
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Item 3.
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If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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☐
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An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
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(j)
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☐
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Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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CUSIP No. 928254101
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SCHEDULE 13G |
Page 8 of 10
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Item 4.
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Ownership
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||
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(a)-(c)
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Amount beneficially owned, percent of class, number of shares as to which each person has sole or shared power to vote or direct the vote; sole or share power to dispose or direct the disposition of:
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The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Section 13G are incorporated herein by reference. Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the Class A Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certifications.
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Not applicable
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CUSIP No. 928254101
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SCHEDULE 13G |
Page 9 of 10
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*
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Vincent Viola
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*
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TJMT HOLDINGS LLC
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*
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VIRTU EMPLOYEE HOLDCO LLC
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*
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Michael Viola
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*
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Teresa Viola
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*By:
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/s/Justin Waldie
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Justin Waldie, as Attorney-in-fact
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CUSIP No. 928254101
|
SCHEDULE 13G |
Page 10 of 10
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Exhibit 1
|
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
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Exhibit 2
|
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Powers of Attorney, dated February 4, 2016, granted by the Reporting Persons in favor of the Issuers General Counsel, Chief Financial Officer and Chief Executive Officer (previously filed).
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