Douglas A. Cifu - Jan 23, 2022 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
Jan 23, 2022
Transactions value $
$0
Form type
4
Date filed
1/25/2022, 07:13 PM
Previous filing
Jan 4, 2022
Next filing
Feb 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Options Exercise +18K +5.33% 356K Jan 23, 2022 Direct F1
transaction VIRT Class A common stock Tax liability -6.58K -1.85% 350K Jan 23, 2022 Direct F2
transaction VIRT Class A common stock Options Exercise +26.8K +7.68% 376K Jan 24, 2022 Direct F1
transaction VIRT Class A common stock Tax liability -10.9K -2.91% 366K Jan 24, 2022 Direct F2
holding VIRT Class A common stock 393K Jan 23, 2022 See footnote 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 Restricted Stock Unit Options Exercise $0 -18K -8.96% $0.00 183K Jan 23, 2022 Class A common stock 18K Direct F4, F5
transaction VIRT Restricted Stock Unit Options Exercise $0 -26.8K -14.67% $0.00 156K Jan 24, 2022 Class A common stock 26.8K Direct F4, F6, F7
holding VIRT Non-voting common interest units of Virtu Financial LLC 2.83M Jan 23, 2022 Class A common stock 2.83M See footnote F8, F9
holding VIRT Non-voting common interest units of Virtu Financial LLC 820K Jan 23, 2022 Class A common stock 820K See footnote F8, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan.
F2 Shares of Class A common stock withheld for tax by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan.
F3 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.
F4 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.
F5 The RSUs vested on January 23, 2022.
F6 The RSUs vested on January 24, 2022.
F7 54,253 of the RSUs vest in three equal installments on February 1, 2022, February 1, 2023, and February 1, 2024. 75,000 of the RSUs vest on December 31, 2022. 26,841 of the RSUs vest on January 24, 2023.
F8 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.
F9 By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F10 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.