Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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. 3 (this “Amendment No. 3”) amends the statement on Schedule 13D (the “Original Schedule 13D” and, as amended, this “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2017, as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on May 28, 2020, and as further amended Amendment No. 2 to the Original Schedule 13D filed with the SEC on August 12, 2021, by Ordinal Holdings I, LP (“Holdings”), 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 3, 4, 5, and 7 of the Schedule 13D are hereby amended and supplemented as follows:

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented to add the following information:

“The Reporting Persons currently have beneficial ownership of less than 5% of the outstanding Issuer Class A Common Stock and are therefore discontinuing any reporting obligation under Section 13(d) of the Securities and Exchange Act of 1934 (the “Securities Exchange Act”).”

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following information:

“On November 24, 2021, Holdings effected a distribution in kind of 17,411,715 shares of Issuer Class A Common Stock to Coral Blue Investment Pte. Ltd., a limited partner of Holdings at the time of such distribution.  After giving effect to the distribution, Holdings holds a total of 2,447,528 shares of Issuer Class A Common Stock which represents approximately 2.2% of the outstanding Issuer Class A Common Stock.  The Reporting Persons currently have beneficial ownership of less than 5% of the outstanding Issuer Class A Common Stock and are therefore discontinuing any reporting obligation under Section 13(d) of the Securities Exchange Act.”

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 112,339,058 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 September 30, 2021, filed with the SEC on November 3, 2021.

As of the date hereof, 2,447,528 shares of Issuer Class A Common Stock are held by Holdings, which represents approximately 2.2% of the outstanding Issuer Class A Common Stock.”

Parts (e) of Item 5 of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

“(e)  On November 24 the Reporting Persons ceased to have beneficial ownership of more than 5% of the outstanding Issuer Class A Common Stock and are therefore discontinuing any reporting obligation under Section 13(d) of the Securities Exchange Act.”

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: November 29, 2021