Douglas A. Cifu - Jan 31, 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 31, 2023
Transactions value $
$0
Form type
4
Date filed
2/2/2023, 05:45 PM
Previous filing
Jan 26, 2023
Next filing
Feb 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Options Exercise +18.1K +4.6% 411K Feb 1, 2023 Direct F1
transaction VIRT Class A common stock Tax liability -8K -1.95% 403K Feb 1, 2023 Direct F2
holding VIRT Class A common stock 393K Jan 31, 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 Deferred Stock Unit Award $0 +75K +41.09% $0.00 258K Jan 31, 2023 Class A common stock 75K Direct F4, F5
transaction VIRT Restricted Stock Unit Award $0 +75K +88.29% $0.00 160K Jan 31, 2023 Class A common stock 75K Direct F6, F7
transaction VIRT Restricted Stock Unit Options Exercise $0 -18.1K -11.31% $0.00 142K Feb 1, 2023 Class A common stock 18.1K Direct F6, F8
holding VIRT Non-voting common interest units of Virtu Financial LLC 2.83M Jan 31, 2023 Class A common stock 2.83M See footnote F9, F10, F11
holding VIRT Non-voting common interest units of Virtu Financial LLC 820K Jan 31, 2023 Class A common stock 820K See footnote F10, F12
* 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 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 associated performance objectives for 2022. Each DSU is economically equivalent to one share of Class A common stock.
F5 The DSUs credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan on the earlier of: (i) a separation from service, (ii) a specified date, or (iii) a change in control.
F6 Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and 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 associated performance objective for 2022. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer.
F7 The RSUs vest on December 31, 2023.
F8 The RSUs vested on February 1, 2023.
F9 Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held.
F10 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.
F11 By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F12 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.