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Actionable news in VIRT: Virtu Financial Inc,

Schedule 13D

Filed by: TEMASEK HOLDINGS (PRIVATE) LTD
Total Shares: 18,663,837
Subject Company: Virtu Financial Inc - View Complete Ownership History Backtest
Filed as of Date: 07/31/2017
Event Date: 07/20/2017
Overall % Ownership: 21.1

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Temasek Holdings (Private) Limited 0 18,663,837 0 18,663,837 18,663,837 21.1%
Fullerton Fund Investments Pte Ltd 0 12,317,682 0 12,317,682 12,317,682 13.9%
Havelock Fund Investments Pte Ltd 0 12,317,682 0 12,317,682 12,317,682 13.9%
Temasek Capital (Private) Limited 0 6,346,155 0 6,346,155 6,346,155 7.2%
Seletar Investments Pte Ltd 0 6,346,155 0 6,346,155 6,346,155 7.2%
Aranda Investments Pte Ltd 0 6,346,155 0 6,346,155 6,346,155 7.2%

Raw Filing Contents

0000947871-17-000589.txt : 20170731

0000947871-17-000589.hdr.sgml : 20170731
20170731120548
ACCESSION NUMBER:		0000947871-17-000589
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20170731
DATE AS OF CHANGE:		20170731
GROUP MEMBERS:		ARANDA INVESTMENTS PTE. LTD.
GROUP MEMBERS:		FULLERTON FUND INVESTMENTS PTE LTD
GROUP MEMBERS:		HAVELOCK FUND INVESTMENTS PTE LTD
GROUP MEMBERS:		SELETAR INVESTMENTS PTE LTD
GROUP MEMBERS:		TEMASEK CAPITAL (PRIVATE) LTD

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Virtu Financial, Inc.
		CENTRAL INDEX KEY:			0001592386
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				320420206
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-89306
		FILM NUMBER:		17992093

	BUSINESS ADDRESS:	
		STREET 1:		300 VESEY STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282
		BUSINESS PHONE:		212-418-0100

	MAIL ADDRESS:	
		STREET 1:		300 VESEY STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Temasek Holdings (Private) Ltd
		CENTRAL INDEX KEY:			0001021944
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		60B ORCHARD ROAD #06-18 TOWER 2
		STREET 2:		THE ATRIUM@ORCHARD
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			238891
		BUSINESS PHONE:		65 6828 6828

	MAIL ADDRESS:	
		STREET 1:		60B ORCHARD ROAD #06-18 TOWER 2
		STREET 2:		THE ATRIUM@ORCHARD
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			238891

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TEMASEK HOLDINGS (PRIVATE) LTD
		DATE OF NAME CHANGE:	20050912

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TEMASEK HOLDINGS LTD
		DATE OF NAME CHANGE:	19960829

SC 13D 1 ss53240_sc13d.htm SCHEDULE 13D

Virtu Financial, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
928254101
(CUSIP Number)
Christina Choo Soo Shen Director, Legal & Regulatory Temasek International Pte. Ltd. 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 Telephone: +65 6828 6795
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 2017
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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).

1 NAME OF REPORTING PERSONS 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 18,663,837
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 18,663,837
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,663,837
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) 21.1%(1)
14 TYPE OF REPORTING PERSON (See Instructions) HC
1 NAME OF REPORTING PERSONS Fullerton Fund 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 12,317,682
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 12,317,682
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,317,682
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) 13.9%(1)
14 TYPE OF REPORTING PERSON (See Instructions) HC
1 NAME OF REPORTING PERSONS Havelock Fund 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 12,317,682
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 12,317,682
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,317,682
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) 13.9%(1)
14 TYPE OF REPORTING PERSON (See Instructions) CO
1 NAME OF REPORTING PERSONS Temasek Capital (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) 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 6,346,155
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 6,346,155
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,346,155
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) 7.2%(1)
14 TYPE OF REPORTING PERSON (See Instructions) HC
1 NAME OF REPORTING PERSONS Seletar 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 6,346,155
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 6,346,155
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,346,155
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) 7.2%(1)
14 TYPE OF REPORTING PERSON (See Instructions) HC
1 NAME OF REPORTING PERSONS 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 6,346,155
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 6,346,155
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,346,155
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) 7.2%(1)
14 TYPE OF REPORTING PERSON (See Instructions) CO

This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, par value $0.00001 per share (the “Class A Shares”), of Virtu Financial, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 900 Third Avenue, 29th Floor, New York, New York 10022-1010.

The Reporting Persons (as defined below) have previously filed a statement on Schedule 13G in accordance with Rule 13d-1(d), dated February 16, 2016 (as amended, the “Schedule 13G”). This Schedule 13D is being filed to report the acquisition of Class A Shares as described in Item 3, Item 4 and Item 6 hereof.

The principal business address and principal office address of each of the Reporting Persons is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

Havelock is a wholly-owned subsidiary of Fullerton, which is in turn a wholly-owned subsidiary of Temasek. Aranda is a wholly-owned subsidiary of Seletar, which is in turn a wholly-owned subsidiary of Temasek Capital, which is in turn a wholly-owned subsidiary of Temasek.

The principal business of Temasek is an investment company. The principal business of each of Fullerton, Havelock, Temasek Capital, Seletar and Aranda is as an investment holding company.

During the last five years, none of the Reporting Persons, and to the best of each such Reporting Person’s knowledge, none of the directors or executive officers of such Reporting Person listed in Schedules I through VI hereto, have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Prior to the initial public offering of the Issuer (the “IPO”), Temasek, Fullerton and Havelock (the “Pre-IPO Investors”) beneficially owned equity interests in Virtu Financial, LLC (“Virtu Financial”). As part of the reorganization of the Issuer prior to its IPO, the Pre-IPO Investors’ equity interests in Virtu Financial were acquired by the Issuer in exchange for Class A Shares. As a result, the Pre-IPO Investors beneficially owned 12,317,682 Class A Shares upon completion of the IPO, as reported by the Pre-IPO Investors on the Schedule 13G. The pre-IPO investment as well as the Temasek Investment (as defined below) were funded by Temasek, an investment company with net portfolio value of S$275 billion, which has primary sources of funds including divestment proceeds, dividends and distributions received from its portfolio, supplemented by its Temasek bonds and euro-commercial papers.

On April 20, 2017, the Issuer entered into...


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