Brett Fairclough - May 13, 2021 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Signature
/s/ Justin Waldie, as Attorney-in-Fact
Stock symbol
VIRT
Transactions as of
May 13, 2021
Transactions value $
-$3,605,970
Form type
4
Date filed
5/14/2021, 05:34 PM
Next filing
Jan 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Sale -$1.44M -50K -64.12% $28.85 28K May 13, 2021 Direct F1, F2
transaction VIRT Class A common stock Options Exercise $1.43M +75K +268.05% $19.00 103K May 13, 2021 Direct F2
transaction VIRT Class A common stock Sale -$2.16M -75K -72.83% $28.85 28K May 13, 2021 Direct F2, F3

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 Option Award Options Exercise -$1.43M -75K -100% $19.00 0 May 13, 2021 Class A common stock 75K $19.00 Direct F4, F5
holding VIRT Non-voting common interest units of Virtu Financial LLC 10.9K May 13, 2021 Class A common stock 10.9K See footnote F6, F7
holding VIRT Restricted Stock Unit 52K May 13, 2021 Class A common stock 52K Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.68 to $28.93, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission ("SEC"), to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F2 Amount does not reflect shares of Class A common stock associated with performance awards unless and until earned and vested.
F3 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.68 to $28.9350, inclusive. The reporting person undertakes to provide to the staff of the SEC, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F4 Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of a Class A common stock of the Issuer.
F5 Options Awards vested in equal installments on each of the first four (4) anniversaries of April 15, 2015.
F6 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 of the Issuer, 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.
F7 By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.
F8 Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
F9 The RSUs vest in three installments on February 1, 2022, February 1, 2023, and February 1, 2024.