Douglas A. Cifu - Dec 31, 2021 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role
Chief Executive Officer, Director
Signature
/s/ Justin Waldie, as Attorney-in-Fact
Stock symbol
VIRT
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 03:58 PM
Next filing
Jan 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Award +75K +25.25% 372K Dec 31, 2021 Direct F1, F2
transaction VIRT Class A common stock Tax liability -33.9K -9.1% 338K Dec 31, 2021 Direct F3
holding VIRT Class A common stock 393K Dec 31, 2021 See footnote F4

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 Deferred Stock Unit Award $0 +75K $0.00 75K Dec 31, 2021 Class A common stock 75K Direct F5, F6
transaction VIRT Restricted Stock Unit Award $0 +75K +59.55% $0.00 201K Dec 31, 2021 Class A common stock 75K Direct F7, F8
holding VIRT Non-voting common interest untis of Virtu Financial LLC 2.83M Dec 31, 2021 Class A common stock 2.83M See footnote F9, F10
holding VIRT Non-voting common interest units of Virtu Financial LLC 820K Dec 31, 2021 Class A common stock 820K See footnote F9, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 150,000 shares of Class A common stock were earned as a result of the Issuer's achievement of greater than 75% of budgeted Adjusted EBITDA for 2020, with 50% of such earned shares vesting on December 31, 2020 and the remaining 50% vesting on December 31, 2021.
F2 Restricted shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan pursuant to the Amended and Restated Employment Agreement between the Issuer and Douglas A. Cifu.
F3 Shares of Class A common stock withheld for tax by the Issuer in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan.
F4 By a trust, for the benefit of the Cifu Family (the "Cifu Family 2020 Trust"). Melissa B. Lautenberg, the reporting person's wife, holds dispositive control and voting control over the 392,755 shares held by the Cifu Family 2020 Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family 2020 Trust by virtue of his relationship with Ms. Lautenberg.
F5 Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 75,000 Restricted Stock Units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan pursuant to the Amended and Restated Employment Agreement between the Issuer and Douglas A. Cifu and earned as a result of the Issuer's achievement of greater than 75% of budgeted Adjusted EBITDA for 2021. Each DSU is economically equivalent to one share of Class A common stock.
F6 The DSUs credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan on the earlier of: (i) a separation from service, (ii) a specified date, or (iii) a change in control.
F7 Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and earned as a result of the Issuer's achievement of greater than 75% of budgeted Adjusted EBITDA for 2021. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer.
F8 The RSUs vest on December 31, 2022.
F9 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.
F10 By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F11 By a trust, for the benefit of the Cifu Family (the "Cifu Family Trust"). Melissa B. Lautenberg, the reporting person's wife, and Dr. Mitchel A. Lautenberg, Ms. Lautenberg's brother, share dispositive control and voting control over the shares held by the Cifu Family Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family Trust by virtue of his relationship with Ms. Lautenberg