Brett Fairclough - Jan 31, 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 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/2/2023, 05:53 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		+50K	+141.16%		85.4K	Jan 31, 2023	Direct	F1, F2
transaction	VIRT	Class A common stock	Tax liability		-22.4K	-26.17%		63.1K	Jan 31, 2023	Direct	F3
transaction	VIRT	Class A common stock	Options Exercise		+8.5K	+13.48%		71.6K	Feb 1, 2023	Direct	F4
transaction	VIRT	Class A common stock	Tax liability		-3.55K	-4.96%		68K	Feb 1, 2023	Direct	F5

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	-8.5K	-20.54%	$0.00	32.9K	Feb 1, 2023	Class A common stock	8.5K		Direct	F6, F7
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						10.9K	Jan 31, 2023	Class A common stock	10.9K		See footnote	F8, F9

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

Explanation of Responses:

Id	Content
F1	50,000 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2022.
F2	Restricted shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
F3	Shares of Class A common stock withheld for tax by the Issuer in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan.
F4	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.
F5	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.
F6	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.
F7	The RSUs vested on January 31, 2023.
F8	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.
F9	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.