Douglas A. Cifu - May 4, 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: May 4, 2023
Transactions value $: $842,425
Form type: 4
Date filed: 5/4/2023, 04:47 PM
Previous filing: Feb 7, 2023
Next filing: Sep 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VIRT	Class A common stock	Purchase	$842K	+50K	+12.41%	$16.85	453K	May 4, 2023	Direct	F1
holding	VIRT	Class A common stock						393K	May 4, 2023	See footnote	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
holding	VIRT	Restricted Stock Unit						203K	May 4, 2023	Class A common stock	203K		Direct	F3, F4
holding	VIRT	Deferred Stock Unit						325K	May 4, 2023	Class A common stock	325K		Direct	F5, F6
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						2.83M	May 4, 2023	Class A common stock	2.83M		See footnote	F7, F8
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						820K	May 4, 2023	Class A common stock	820K		See footnote	F7, F9

* 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 purchased in multiple transactions at prices ranging from $16.51 to $17.01, 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	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 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.
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	77,254 of the RSUs vest in three equal installments on February 3, 2024, February 3, 2025 and February 3, 2026, 32,522 of the RSUs vest in two equal installments on February 3, 2024 and February 3, 2025, 18,084 of the RSUs vest on February 1, 2024 and 75,000 of the RSUs vest on December 31, 2023.
F5	Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020. Each DSU is economically equivalent to one share of Class A common stock.
F6	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.
F7	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.
F8	By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F9	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.