Douglas A. Cifu - Dec 31, 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
Dec 31, 2022
Transactions value $
$0
Form type
4
Date filed
1/4/2023, 05:47 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
holding VIRT Class A common stock 393K Dec 31, 2022 See footnote F1
holding VIRT Class A common stock 375K Dec 31, 2022 Direct

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 +69.75% $0.00 183K Dec 31, 2022 Class A common stock 75K Direct F2, F3
transaction VIRT Restricted Stock Unit Options Exercise $0 -75K -40.15% $0.00 112K Dec 31, 2022 Class A common stock 75K Direct F4, F5
holding VIRT Non-voting common interest units of Virtu Financial LLC 2.83M Dec 31, 2022 Class A common stock 2.83M See footnote F6, F7
holding VIRT Non-voting common interest units of Virtu Financial LLC 820K Dec 31, 2022 Class A common stock 820K See footnote F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 The DSUs credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan onthe earlier of: (i) a separation from service, (ii) a specified date, or (iii) a change in control.
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 December 31, 2022.
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 equity holders 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 a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F8 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.