TJMT Holdings LLC - Dec 17, 2021 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Justin Waldie, as Attorney-in-Fact for TJMT Holdings LLC
Stock symbol
VIRT
Transactions as of
Dec 17, 2021
Transactions value $
$68,940,000
Form type
4
Date filed
12/20/2021, 04:03 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Options Exercise $68.9M +3M $22.98 3M Dec 17, 2021 See footnote F5
holding VIRT Class C common stock 217K Dec 17, 2021 See footnote F5
holding VIRT Class D common stock 60.1M Dec 17, 2021 See footnote F1, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VIRT Warrant (right to buy) Exercise of in-the-money or at-the-money derivative security $0 +3M $0.00* 0 Dec 17, 2021 Class A common stock 3M $22.98 See footnote F2, F5
holding VIRT Non-voting common interest units of Virtu Financial LLC 217K Dec 17, 2021 Class A common stock 217K See footnote F3, F5
holding VIRT Non-voting common interest units of Virtu Financial LLC 60.1M Dec 17, 2021 Class A common stock and Class B common stock 60.1M See footnote F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are paired with an equal number of Virtu Financial Units.
F2 On December 17, 2021, TJMT Holdings LLC exercised in full its warrant to purchase 3,000,000 shares of the Issuer's Class A Common Stock (the "Class A Common Stock").
F3 Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A Common Stock, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.
F4 Pursuant to the terms of the Exchange Agreement, Virtu Financial Units, together with a corresponding number of shares of Class D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder.
F5 Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which each of the reporting persons share dispositive control and voting control.

Remarks:

By virtue of their relationships with Mr. Vincent Viola and Mr. Michael Viola, directors of the Issuer, Mrs. Teresa Viola and TJMT Holdings LLC may each be deemed to be a director by deputization. By virtue of his relationship with Mr. Michael Viola and Mrs. Teresa Viola, Mr. Vincent Viola is deemed to have a beneficial interest in the shares owned by TJMT Holdings LLC.