Douglas A. Cifu - Jan 24, 2023 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 24, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/26/2023, 05:39 PM
Previous filing: Jan 4, 2023
Next filing: Feb 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VIRT	Class A common stock	Options Exercise		+26.8K	+7.16%		402K	Jan 24, 2023	Direct	F1
transaction	VIRT	Class A common stock	Tax liability		-8.76K	-2.18%		393K	Jan 24, 2023	Direct	F2
holding	VIRT	Class A common stock						393K	Jan 24, 2023	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	-26.8K	-24.01%	$0.00	85K	Jan 24, 2023	Class A common stock	26.8K		Direct	F4, F5, F6
holding	VIRT	Deferred Stock Unit						183K	Jan 24, 2023	Class A common stock	183K		Direct	F7, F8
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						2.83M	Jan 24, 2023	Class A common stock	2.83M		See footnote	F9, F10
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						820K	Jan 24, 2023	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	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 24, 2023.
F6	36,168 of the RSUs vest in two equal installments on February 1, 2023 and February 1, 2024. 48,783 of the RSUSs vest in three equal installments on February 3, 2023, February 3, 2024, and February 3, 2025
F7	Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020. Each DSU is economically equivalent to one share of Class A common stock.
F8	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.
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 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.
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.