Brett Fairclough - May 4, 2022 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role: Co-President & Co-COO
Signature: /s/ Justin Waldie, as Attorney-in-Fact
Stock symbol: VIRT
Transactions as of: May 4, 2022
Transactions value $: -$1,462,517
Form type: 4
Date filed: 5/5/2022, 08:28 PM
Previous filing: Feb 7, 2022
Next filing: Jan 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VIRT	Class A common stock	Sale	-$733K	-25.2K	-32.54%	$29.05	52.3K	May 4, 2022	Direct	F1
transaction	VIRT	Class A common stock	Sale	-$730K	-24.8K	-47.41%	$29.45	27.5K	May 4, 2022	Direct	F2

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
holding	VIRT	Restricted Stock Unit						53.2K	May 4, 2022	Class A common stock	53.2K		Direct	F3, F4
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						10.9K	May 4, 2022	Class A common stock	10.9K		See footnote	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This transaction was executed in multiple trades at prices ranging from $28.62 to $29.30. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F2	This transaction was executed in multiple trades at prices ranging from $29.31 to $29.64. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F3	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.
F4	11,810 of the RSUs vest on January 24, 2023. 16,999 of the RSUs vest in two equal installments on February 1, 2023 and February 1, 2024. 24,391 of the RSUs vest in three equal installments on February 3, 2023, February 3, 2024, and February 3, 2025.
F5	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.
F6	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.