Filing Details

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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 (“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

SCHEDULE 13D

Page 2 of 12 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Temasek Holdings (Private) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   16,880,503
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   16,880,503
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,880,503
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.2%(1)
14	TYPE OF REPORTING PERSON (See Instructions)   HC

 

(1)

Based on 104,112,582 shares of Class A Common Stock, par value $0.00001 per share (“Class A Shares”) outstanding, as reported by Virtu Financial, Inc. (“Virtu”) as the projected outstanding amount as of May 15, 2018, in its prospectus filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2018, after giving effect to the offering (including the exercise in full by the underwriters of their option to purchase additional shares) and other transactions to which such prospectus relates.

 

 

CUSIP No. 928254101

SCHEDULE 13D

Page 7 of 12 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Aranda Investments Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   8,012,821
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   8,012,821
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,012,821
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.7%(1)
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

In connection with the Public Offering, on May 10, 2018, the Issuer and Virtu Financial LLC entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”) and selling stockholders, including Havelock, relating to the sale of Class A Shares in the Public Offering.  Pursuant to the Underwriting Agreement, on May 15, 2018, the Issuer sold 10,518,750 Class A Shares, Havelock sold 3,450,000 Class A Shares, and the other selling stockholders sold 3,281,250 Class A Shares to the Underwriters, each at a purchase price per share of $27.16 (reflecting the offering price to the public of $28.00 per share minus the Underwriters’ discount).  The aggregate 17,250,000 Class A Shares sold consists of a base deal of 15,000,000 Class A Shares and an additional 2,250,000 Class A Shares sold pursuant to the exercise in full by the Underwriters of their option to purchase additional shares.

The Underwriting Agreement includes customary representations, warranties and covenants by the selling stockholders (including Havelock) and the Issuer. It also provides that the selling stockholders and the Issuer will severally indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.  The Public Offering closed on May 15, 2018.

On May 10, 2018, the Issuer, Havelock, Aranda, TJMT Holdings LLC (“TJMT”),  North Island Holdings I, LP (“NIH”), Mr. Vincent Viola and Mr. Michael Viola entered into Amendment No. 1 to Amended and Restated Registration Rights Agreement (the “Amendment”), which amends the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”), dated April 20, 2017, by and among the Issuer, Havelock, Aranda, TJMT, NIH, and certain direct or indirect equityholders of the Issuer, to add Mr. Vincent Viola and Mr. Michael Viola as parties to the Amended and Restated Registration Rights Agreement.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 99.10 and is incorporated herein by reference.

 

	TEMASEK HOLDINGS (PRIVATE) LIMITED
	By:	/s/ Christina Choo
		Name:	Christina Choo
		Title:	Authorised Signatory

 

 

	SELETAR INVESTMENTS PTE LTD
	By:	/s/ Tabitha Sum Wei Ching
		Name:	Tabitha Sum Wei Ching
		Title:	Director

 

 

	ARANDA INVESTMENTS PTE. LTD.
	By:	/s/ Tabitha Sum Wei Ching
		Name:	Tabitha Sum Wei Ching
		Title:	Director

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

TEMASEK HOLDINGS (PRIVATE) LIMITED

 

The following tables set forth certain information with respect to the directors and executive officers of Temasek Holdings (Private) Limited.

The following is a list of the directors of Temasek Holdings (Private) Limited:

 

 

The following is a list of the executive officers of Temasek Holdings (Private) Limited: