Brett Fairclough - May 1, 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: May 1, 2023
Transactions value $: -$969,625
Form type: 4
Date filed: 5/2/2023, 06:10 PM
Previous filing: Feb 7, 2023
Next filing: Feb 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VIRT	Class A common stock	Sale	-$970K	-50K	-57.47%	$19.39	37K	May 1, 2023	Direct	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
holding	VIRT	Restricted Stock Unit						59.5K	May 1, 2023	Class A common stock	59.5K		Direct	F2, F3
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						10.9K	May 1, 2023	Class A common stock	10.9K		See footnote	F4, F5

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

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $19.21 to $20.00, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
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	34,764 of the RSUs vest in three equal installments on February 3, 2024, February 3, 2025 and February 3, 2026. 16,261 of the RSUs vest in two equal installments on February 3, 2024 and February 3, 2025. 8,499 RSUs vest on February 1, 2024.
F4	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.
F5	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.