UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Virtu Financial, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
928254101
(CUSIP Number)
March 2, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☒ |
Rule 13d-1(c)
|
| ☐ |
Rule 13d-1(d)
|
| * |
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 the disclosures provided in a prior cover page.
|
The information required in 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).
Continued on following pages
Page 1 of 8 Pages
Exhibit Index: Page 7
|
CUSIP No. 928254101
|
SCHEDULE 13G
|
Page 2 of 8 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GIC PRIVATE LIMITED
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Singapore
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
4,389,427
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,389,427
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,389,427
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
4.14% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
(1) Based on 108,772,950 shares of Common Stock outstanding as of February 18, 2022, according to the Report on
Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 18, 2022, minus the 2,841,717 shares of Common Stock that the Issuer bought back from the Reporting Persons on March 2, 2022.
|
CUSIP No. 928254101
|
SCHEDULE 13G
|
Page 3 of 8 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
CORAL BLUE INVESTMENT PTE. LTD.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Singapore
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
4,389,427
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,389,427
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,389,427
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
4.14% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
(1) Based on 108,772,950 shares of Common Stock outstanding as of February 18, 2022, according to the Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 18, 2022, minus the 2,841,717 shares of Common
Stock that the Issuer bought back from the Reporting Persons on March 2, 2022.
|
CUSIP No. 928254101
|
SCHEDULE 13G
|
Page 4 of 8 Pages
|
| Item 1(a). |
Name of Issuer:
|
Virtu Financial Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
One Liberty Plaza
165 Broadway
New York, NY 10006
| Item 2(a). |
Name of Person Filing
|
GIC Private Limited; and
Coral Blue Investment Pte. Ltd.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit A and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G
jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a
group or have agreed to act as a group.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
The address of GIC Private Limited and Coral Blue Investment Pte. Ltd.is as follows:
168 Robinson Road
#37-01 Capital Tower
Singapore
068912
Republic of Singapore
| Item 2(c). |
Citizenship:
|
GIC Private Limited and Coral Blue Investment Pte. Ltd. are established under the Companies Act of the Republic of Singapore.
| Item 2(d). |
Title of Class of Securities:
|
Class A common stock, par value $0.00001 per share
| Item 2(e). |
CUSIP Number:
|
928254101
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
This Item 3 is not applicable.
|
CUSIP No. 928254101
|
SCHEDULE 13G
|
Page 5 of 8 Pages
|
| Item 4. |
Ownership:
|
(a - c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole
power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:
|
Number of Shares
|
||||||||||||||||||||||||
|
No. of Securities
Beneficially
Owned
|
Power to Vote
|
Power to Dispose
|
||||||||||||||||||||||
|
Reporting Person
|
Sole
|
Shared(1)
|
Sole
|
Shared(1)
|
Percent of
Class (2)
|
|||||||||||||||||||
|
GIC Private Limited
|
4,389,427
|
0
|
4,389,427
|
0
|
4,389,427
|
4.14
|
%
|
|||||||||||||||||
|
Coral Blue Investment Pte. Ltd.
|
4,389,427
|
0
|
4,389,427
|
0
|
4,389,427
|
4.14
|
%
|
|||||||||||||||||
|
(1)
|
Coral Blue Investment Pte. Ltd. shares the power to vote and the power to dispose of 4,389,427 shares of Common Stock with GIC Private Limited. The Reporting Persons disclaim membership in a group.
GIC Private Limited is wholly owned by the Government of Singapore and was set up with the sole purpose of managing Singapore's foreign reserves. The Government of Singapore disclaims beneficial ownership of
these shares.
|
|
(2)
|
Based on 108,772,950 shares of Common Stock outstanding as of February 18, 2022, according to the Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 18, 2022, minus the 2,841,717 shares of
Common Stock that the Issuer bought back from the Reporting Persons on March 2, 2022.
|
| Item 5. |
Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
|
This Item 6 is not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
This Item 7 is not applicable.
| Item 8. |
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group:
|
This Item 9 is not applicable.
| Item 10. |
Certification:
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
|
CUSIP No. 928254101
|
SCHEDULE 13G
|
Page 6 of 8 Pages
|
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 as of March 11, 2022.
|
GIC PRIVATE LIMITED
|
||
|
By:
|
/s/ Celine Loh Sze Ling
|
|
|
Name:
|
Celine Loh Sze Ling
|
|
|
Title:
|
Senior Vice President
|
|
|
By:
|
/s/ Diane Liang
|
|
|
Name:
|
Diane Liang
|
|
|
Title:
|
Senior Vice President
|
|
|
CORAL BLUE INVESTMENT PTE. LTD.
|
||
|
By:
|
/s/ Arjun Khullar
|
|
|
Name:
|
Arjun Khullar
|
|
|
Title:
|
Director
|
|
|
CUSIP No. 928254101
|
SCHEDULE 13G
|
Page 7 of 8 Pages
|
EXHIBIT INDEX
|
Exhibit A:
|
Joint Filing Agreement, dated March 11, 2022, entered into by GIC Private Limited and Coral Blue Investment Pte. Ltd.
|
|
CUSIP No. 928254101
|
SCHEDULE 13G
|
Page 8 of 8 Pages
|
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the Class A Common Stock, par value $0.00001 per share, of Virtu Financial, Inc., and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 11, 2022.
|
GIC PRIVATE LIMITED
|
||
|
By:
|
/s/ Celine Loh Sze Ling
|
|
|
Name:
|
Celine Loh Sze Ling
|
|
|
Title:
|
Senior Vice President
|
|
|
By:
|
/s/ Diane Liang
|
|
|
Name:
|
Diane Liang
|
|
|
Title:
|
Senior Vice President
|
|
|
CORAL BLUE INVESTMENT PTE. LTD.
|
||
|
By:
|
/s/ Arjun Khullar
|
|
|
Name:
|
Arjun Khullar
|
|
|
Title:
|
Director
|
|