Virtu Employee Holdco LLC - Jul 28, 2023 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Justin Waldie, as Attorney-in-Fact
Stock symbol
VIRT
Transactions as of
Jul 28, 2023
Transactions value $
$0
Form type
4
Date filed
8/18/2023, 05:02 PM
Previous filing
Feb 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class C common stock Disposed to Issuer -39.4K -0.95% 4.1M Jul 28, 2023 Direct F1
transaction VIRT Class C common stock Disposed to Issuer -209K -5.1% 3.89M Aug 16, 2023 Direct 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
transaction VIRT Non-voting common interest units of Virtu Financial LLC Disposed to Issuer -39.4K -0.95% 4.1M Jul 28, 2023 Class A common stock 39.4K Direct F3
transaction VIRT Non-voting common interest units of Virtu Financial LLC Disposed to Issuer -209K -5.1% 3.89M Aug 16, 2023 Class A common stock 209K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Virtu Financial Units and corresponding shares of Class C Common Stock were distributed to electing employees and then exchanged for shares of Class A Common Stock in accordance with the terms of the Exchange Agreement (as defined in Footnote 2).
F2 Virtu Financial LLC repurchased Virtu Financial Units held by the reporting person on behalf of one or more former employees or directors, and the corresponding shares of Class C Common Stock were repurchased for nominal consideration.
F3 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, 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.
F4 Pursuant to the terms of Virtu Financial LLC's operating agreement, Virtu Financial LLC may repurchase Virtu Financial Units held by the reporting person on behalf of an employee or director upon such person's departure from the Company.

Remarks:

By virtue of its relationship with Mr. Vincent Viola, who is the managing member of the reporting person and a director of the Issuer, the reporting person may be deemed to be a director by deputization.