Filing Details
- Accession Number:
- 0000898822-20-000043
- Form Type:
- 13D Filing
- Publication Date:
- 2020-06-03 16:06:16
- Filed By:
- North Island Holdings I, Lp
- Company:
- Virtu Financial Inc. (NASDAQ:VIRT)
- Filing Date:
- 2020-06-03
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Ordinal Holdings I | 0 | 21,395,041 | 0 | 21,395,041 | 21,395,041 | 17.8% |
Ordinal Holdings I GP | 0 | 21,395,041 | 0 | 21,395,041 | 21,395,041 | 17.8% |
Ordinal Ventures | 0 | 21,395,041 | 0 | 21,395,041 | 21,395,041 | 17.8% |
Tide Mill | 0 | 21,395,041 | 0 | 21,395,041 | 21,395,041 | 17.8% |
West Meadow Group | 0 | 21,395,041 | 0 | 21,395,041 | 21,395,041 | 17.8% |
Glenn H. Hutchins | 0 | 21,395,041 | 0 | 21,395,041 | 21,395,041 | 17.8% |
Robert Greifeld | 0 | 21,395,041 | 0 | 21,395,041 | 21,395,041 | 17.8% |
Filing
“0 | UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13D (Amendment No. 1)* | |
Under the Securities Exchange Act of 1934
VIRTU FINANCIAL, INC. |
(Name of Issuer) |
Class A common stock, par value $0.00001 per share |
(Title of Class of Securities) |
928254101 |
(CUSIP Number) |
Jeremy Henderson
Ordinal Ventures, LLC
51 West 52nd Street, 30th Floor
New York, NY 10019
(929) 394-0020
Copy to: DongJu Song Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
May 28, 2020 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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 (“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).
CUSIP No. 928254101 | |||
1 | Names of Reporting Persons Ordinal Holdings I, LP | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ☐ | ||
(b) | T | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) OO | ||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0 | |
8 | Shared Voting Power 21,395,041 | ||
9 | Sole Dispositive Power 0 | ||
10 | Shared Dispositive Power 21,395,041 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 21,395,041 | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
13 | Percent of Class Represented by Amount in Row 11 17.8%* | ||
14 | Type of Reporting Person (See Instructions) PN | ||
* The calculation of the foregoing percentage is based on 120,451,098 shares of the Issuer’s Class A common stock, par value $0.00001 per share (the “Issuer Class A Common Stock”) that were issued and outstanding, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020. |
CUSIP No. 928254101 | |||
1 | Names of Reporting Persons Ordinal Holdings I GP, LP | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ☐ | ||
(b) | T | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) OO | ||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0 | |
8 | Shared Voting Power 21,395,041 | ||
9 | Sole Dispositive Power 0 | ||
10 | Shared Dispositive Power 21,395,041 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 21,395,041 | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
13 | Percent of Class Represented by Amount in Row 11 17.8%* | ||
14 | Type of Reporting Person (See Instructions) PN | ||
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2020, filed with the SEC on May 11, 2020. |
CUSIP No. 928254101 | |||
1 | Names of Reporting Persons Ordinal Ventures, LLC | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ☐ | ||
(b) | T | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) OO | ||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0 | |
8 | Shared Voting Power 21,395,041 | ||
9 | Sole Dispositive Power 0 | ||
10 | Shared Dispositive Power 21,395,041 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 21,395,041 | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
13 | Percent of Class Represented by Amount in Row 11 17.8%* | ||
14 | Type of Reporting Person (See Instructions) OO | ||
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2020, filed with the SEC on May 11, 2020. |
CUSIP No. 928254101 | |||
1 | Names of Reporting Persons Tide Mill L.L.C. | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ☐ | ||
(b) | T | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) OO | ||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0 | |
8 | Shared Voting Power 21,395,041 | ||
9 | Sole Dispositive Power 0 | ||
10 | Shared Dispositive Power 21,395,041 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 21,395,041 | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
13 | Percent of Class Represented by Amount in Row 11 17.8%* | ||
14 | Type of Reporting Person (See Instructions) OO | ||
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2020, filed with the SEC on May 11, 2020. |
CUSIP No. 928254101 | |||
1 | Names of Reporting Persons West Meadow Group LLC | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ☐ | ||
(b) | T | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) OO | ||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0 | |
8 | Shared Voting Power 21,395,041 | ||
9 | Sole Dispositive Power 0 | ||
10 | Shared Dispositive Power 21,395,041 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 21,395,041 | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
13 | Percent of Class Represented by Amount in Row 11 17.8%* | ||
14 | Type of Reporting Person (See Instructions) OO | ||
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2020, filed with the SEC on May 11, 2020. |
CUSIP No. 928254101 | |||
1 | Names of Reporting Persons Glenn H. Hutchins | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ☐ | ||
(b) | T | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) OO | ||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0 | |
8 | Shared Voting Power 21,395,041 | ||
9 | Sole Dispositive Power 0 | ||
10 | Shared Dispositive Power 21,395,041 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 21,395,041 | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
13 | Percent of Class Represented by Amount in Row 11 17.8%* | ||
14 | Type of Reporting Person (See Instructions) IN | ||
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2020, filed with the SEC on May 11, 2020. |
CUSIP No. 928254101 | |||
1 | Names of Reporting Persons Robert Greifeld | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) | ☐ | ||
(b) | T | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) OO | ||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0 | |
8 | Shared Voting Power 21,395,041 | ||
9 | Sole Dispositive Power 0 | ||
10 | Shared Dispositive Power 21,395,041 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 21,395,041 | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
13 | Percent of Class Represented by Amount in Row 11 17.8%* | ||
14 | Type of Reporting Person (See Instructions) IN | ||
* The calculation of the foregoing percentage is based on 120,451,098 shares of Issuer Class A Common Stock that were issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2020, filed with the SEC on May 11, 2020. |
Explanatory Note
This Amendment No. 1 (this “Amendment No. 1”) amends the statement on Schedule 13D (the “Original Schedule 13D” and, as amended, this “Schedule 13D”) filed with the Securities and Exchange Commission
on July 31, 2017 by Ordinal Holdings I, LP, a Delaware limited partnership (formerly North Island Holdings I, LP), Ordinal Holdings I GP, LP, a Delaware limited partnership (formerly North Island Holdings I GP, LP), Ordinal Ventures, LLC, a Delaware
limited liability company (formerly North Island Ventures, LLC), Tide Mill L.L.C., a Delaware limited liability company (formerly North Island L.L.C.), West Meadow Group LLC, a New Jersey limited liability company, Glenn H. Hutchins, a United States
citizen, and Robert Greifeld, a United States citizen (collectively, the “Reporting Persons”), relating to the Class A common stock, par value $0.00001 per share (the “Issuer Class A Common Stock”) of Virtu Financial, Inc., a Delaware corporation (the
“Issuer”).
Items 2, 4, 5, and 7 of the Schedule 13D are hereby amended and supplemented as follows:
Item 2. Identity and Background.
Parts (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby amended and supplemented to add the following information:
“The following name changes have occurred: North Island Holdings I, LP has become Ordinal Holdings I, LP (“Holdings”); North Island Holdings I GP, LP has become Ordinal Holdings I GP, LP; North Island
Ventures, LLC has become Ordinal Ventures, LLC; and North Island L.L.C. has become Tide Mill L.L.C.”
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following information:
“On May 28, 2020, Holdings effected a distribution in kind of 18,669,062 shares of Issuer Class A Common Stock to Public Sector Pension Investment Board, a limited partner of Holdings. After giving
effect to the distribution, Holdings holds a total of 21,395,041 shares of Issuer Class A Common Stock which represents approximately 17.8% of the outstanding Issuer Class A Common Stock.”
Item 5. Interest in Securities of the Issuer.
The first two paragraphs of parts (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated to read in their entirety as follows:
“(a) and (b) The following disclosure assumes that there are 120,451,098 shares of Issuer Class A Common Stock issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020, filed with the SEC on May 11, 2020.
As of the date hereof, 21,395,041 shares of Issuer Class A Common Stock are held by Holdings, which represents approximately 17.8% of the outstanding Issuer Class A Common Stock.”
Item 7. Material to Be Filed as Exhibits.
The following document is filed or incorporated by reference as an exhibit to this Schedule 13D:
Exhibit Number | Description of Exhibit | |
99.1 | Joint Filing Agreement, dated as of July 31, 2017, among the Reporting Persons (filed with the Original Schedule 13D). |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 3, 2020
ORDINAL HOLDINGS I, LP By: Ordinal Holdings I GP, LP, its general partner By: Ordinal Ventures, LLC, its general partner | |
By: /s/ Glenn H. Hutchins | |
Name: Glenn H. Hutchins |
| |||
| By: | /s/ Glenn H. Hutchins | |
| | Name: Glenn H. Hutchins | |
| | Title: Authorized Signatory | |
ORDINAL HOLDINGS I GP, LP By: Ordinal Ventures, LLC, its general partner | |||
| |||
| By: | /s/ Glenn H. Hutchins | |
| | Name: Glenn H. Hutchins | |
| | Title: Authorized Signatory | |
ORDINAL VENTURES, LLC | |||
| |||
| By: | /s/ Glenn H. Hutchins | |
| | Name: Glenn H. Hutchins | |
| | Title: Authorized Signatory | |
TIDE MILL L.L.C. | |||
| |||
| By: | /s/ Glenn H. Hutchins | |
| | Name: Glenn H. Hutchins | |
| | Title: Authorized Signatory | |
WEST MEADOW GROUP LLC | |||
| |||
| By: | /s/ Robert Greifeld | |
| | Name: Robert Greifeld | |
| | Title: Administrative Manager | |
GLENN H. HUTCHINS | ||||
| ||||
| By: | /s/ Glenn H. Hutchins | ||
| | |
ROBERT GREIFELD | ||||
| ||||
| By: | /s/ Robert Greifeld | | |
| |