Brett Fairclough - Jan 31, 2024 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Signature
/s/ Justin Waldie, as Attorney-in-Fact
Stock symbol
VIRT
Transactions as of
Jan 31, 2024
Transactions value $
$0
Form type
4
Date filed
2/2/2024, 05:46 PM
Previous filing
May 2, 2023
Next filing
Feb 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Options Exercise +37.5K +101.34% 74.5K Jan 31, 2024 Direct F1
transaction VIRT Class A common stock Tax liability -14.3K -19.21% 60.2K Jan 31, 2024 Direct F2
transaction VIRT Class A common stock Options Exercise +8.5K +14.12% 68.7K Feb 1, 2024 Direct F3
transaction VIRT Class A common stock Tax liability -3.48K -5.07% 65.2K Feb 1, 2024 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 Restricted Stock Unit Award $0 +37.5K +63% $0.00 97K Jan 31, 2024 Class A common stock 37.5K Direct F4, F5
transaction VIRT Restricted Stock Unit Options Exercise $0 -8.5K -8.76% $0.00 88.5K Feb 1, 2024 Class A common stock 8.5K Direct F6, F7
holding VIRT Non-voting common interest units of Virtu Financial LLC 10.9K Jan 31, 2024 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 37,500 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2023. The restricted shares are granted under the Issuer's Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
F2 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.
F3 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.
F4 37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2023. 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.
F5 The RSUs vest on January 31, 2025.
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 February 1, 2024.
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.