SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bats Global Markets, Inc. [ BATS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 05/18/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Voting Common Stock | 05/18/2016 | C(1)(2) | 2,205,445 | A | (3) | 2,772,935 | I | By TA XI L.P.(4) | ||
Voting Common Stock | 05/18/2016 | C(1)(2) | 1,519,951 | A | (3) | 1,911,055 | I | By TA Atlantic and Pacific VI L.P.(4) | ||
Voting Common Stock | 05/18/2016 | C(1)(2) | 74,475 | A | (3) | 93,640 | I | By TA Investors IV L.P.(4) | ||
Voting Common Stock | 3,401,365 | I | By TA XI L.P.(4)(5) | |||||||
Voting Common Stock | 2,344,184 | I | TA Atlantic and Pacific VI L.P.(4)(5) | |||||||
Voting Common Stock | 114,910 | I | By TA Investors IV L.P.(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Voting Common Stock | (6) | 05/18/2016 | C(1)(2) | 2,205,445 | (6) | (6) | Voting Common Stock | 2,205,445 | $0.00 | 0 | I | By TA XI L.P.(4)(6) | |||
Non-Voting Common Stock | (6) | 05/18/2016 | C(1)(2) | 1,519,951 | (6) | (6) | Voting Common Stock | 1,519,951 | $0.00 | 0 | I | TA Atlantic and Pacific VI L.P.(4)(6) | |||
Non-Voting Common Stock | (6) | 05/18/2016 | C(1)(2) | 74,475 | (6) | (6) | Voting Common Stock | 74,475 | $0.00 | 0 | I | By TA Investors IV L.P.(4)(6) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. |
2. On May 18, 2016, each of the TA Associates Funds converted all of its shares of the issuer's Non-Voting Common Stock into shares of the issuer's Common Stock on a one-for-one basis. |
3. Not applicable. |
4. TA Associates, L.P. is either the direct or indirect general partner of TA XI L.P., TA Atlantic and Pacific VI L.P. and TA Investors IV L.P. (collectively, the "TA Associates Funds") and has investment and voting control over the shares held by the TA Associates Funds. TA Associates, L.P. disclaims beneficial ownership of the shares held by the TA Associates Funds except to the extent of its pecuniary interest, if any, therein. |
5. The shares are held directly by BGM Holdings, L.P. BGM Holdings, L.P. is 50% owned and controlled by the TA Associates Funds, which may be deemed to share voting and dispositive power over 11,720,921 shares held by BGM Holdings, L.P. The TA Associates Funds disclaim beneficial ownership of the shares held by BGM Holdings, L.P. except to the extent of their respective pecuniary interest, if any, therein. |
6. As previously reported, as provided in the issuer's certificate of incorporation, each share of Non-Voting Common Stock is convertible into one share of Common Stock following a "qualified transfer." A "qualified transfer" means a sale or other transfer of Non-Voting Common Stock by a holder of such shares (i) in a public offering, (ii) in certain private offerings, (iii) to a transferor that owns or controls more than 50% of the Common Stock of the issuer or (iv) to the issuer. The Non-Voting Common Stock has no expiration date. |
Remarks: |
/s/ Jeffrey C. Hadden, General Counsel of TA Associates, L.P. | 05/20/2016 | |
TA XI L.P., By TA Associates XI GP L.P., its General Partner, By TA Associates L.P., its General Partner, by Jeffrey C. Hadden, General Counsel | 05/20/2016 | |
TA Atlantic and Pacific VI L.P., By TA Associates AP VI GP L.P., its General Partner, By TA Associates L.P., its General Partner, by Jeffrey C. Hadden, General Counsel | 05/20/2016 | |
TA Investors IV L.P., By TA Associates L.P., its General Partner, by Jeffrey C. Hadden, General Counsel | 05/20/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |