Douglas A. Cifu - Feb 3, 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
Feb 3, 2023
Transactions value $
$0
Form type
4
Date filed
2/7/2023, 07:55 PM
Previous filing
Feb 2, 2023
Next filing
May 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VIRT Class A common stock 403K Feb 3, 2023 Direct
holding VIRT Class A common stock 393K Feb 3, 2023 See footnote F1

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 Award $0 +77.3K +54.46% $0.00 219K Feb 3, 2023 Class A common stock 77.3K Direct F2, F3
transaction VIRT Deferred Stock Unit Award $0 +51.5K +20% $0.00 309K Feb 3, 2023 Class A common stock 51.5K Direct F4, F5
transaction VIRT Restricted Stock Unit Options Exercise $0 -16.3K -7.42% $0.00 203K Feb 3, 2023 Class A common stock 16.3K Direct F2, F6
transaction VIRT Deferred Stock Unit Options Exercise $0 +16.3K +5.26% $0.00 325K Feb 3, 2023 Class A common stock 16.3K Direct F5, F7
holding VIRT Non-voting common interest units of Virtu Financial LLC 2.83M Feb 3, 2023 Class A common stock 2.83M See footnote F8, F9
holding VIRT Non-voting common interest units of Virtu Financial LLC 820K Feb 3, 2023 Class A common stock 820K See footnote F8, F10
* 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 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.
F3 The RSUs vest in three equal installments on February 3, 2024, February 3, 2025 and February 3, 2026.
F4 Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 51,504 Restricted Stock Units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan. 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 The RSUs vested on February 3, 2023.
F7 Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 16,261 Restricted Stock Units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan. Each DSU is economically equivalent to one share of Class A common stock.
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 a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F10 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.