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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Marrale Michael ONE LIBERTY PLAZA 165 BROADWAY NEW YORK, NY 10006 |
Managing Director |
Angelique DeSanto, by Power of Attorney filed with Form 3 dated February 14, 2014 | 06/01/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Deemed acquisition of ROE performance-based stock units in connection with the Reporting Person's separation from the Company due to the Company's sale of its subsidiary, ITG Investment Research, LLC, to a subsidiary of Leucadia National Corporation (the "Purchaser") that closed on May 27, 2016 (the "Transaction"). |
(2) | These unvested stock units, consisting of 80,565 time-based and market-based stock units and 1,585 ROE performance-based stock units, were forfeited by the Reporting Person in connection with his separation from the Company due to the Transaction. Pursuant to the terms of an Agreement dated May 9, 2016 between the Company and the Reporting Person, the Reporting Person received, among other things, a lump sum cash payment to compensate him for certain of his unvested stock units that he forfeited upon his separation from employment and his commencement of employment with the Purchaser upon closing of the Transaction. The disposition of these stock units occurred pursuant to an exempt transaction under Rule 16b-3(e). |