Sec Form 13D Filing - North Island Holdings I LP filing for VIRTU FINL INC (VIRT) - 2020-06-03

 

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)

 

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).

 

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:

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