Brett Fairclough - Jan 24, 2023 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: Jan 24, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/26/2023, 05:41 PM
Previous filing: May 5, 2022
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		+11.8K	+42.96%		39.3K	Jan 24, 2023	Direct	F1
transaction	VIRT	Class A common stock	Tax liability		-3.88K	-9.86%		35.4K	Jan 24, 2023	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
transaction	VIRT	Restricted Stock Unit	Options Exercise	$0	-11.8K	-22.2%	$0.00	41.4K	Jan 24, 2023	Class A common stock	11.8K		Direct	F3, F4, F5
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						10.9K	Jan 24, 2023	Class A common stock	10.9K		See footnote	F6, F7

* 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	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	The RSUs vested on January 24, 2023.
F5	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.
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 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.
F7	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.