Brett Fairclough - 02 Feb 2024 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role: Co-President & Co-COO
Signature: /s/ Justin Waldie, as Attorney-in-Fact
Issuer symbol: VIRT
Transactions as of: 02 Feb 2024
Net transactions value: $0
Form type: 4
Filing time: 06 Feb 2024, 17:54:53 UTC
Previous filing: 02 Feb 2024
Next filing: 04 Feb 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VIRT	Class A common stock	Award		+22,386	+34%		87,599	02 Feb 2024	Direct	F1
transaction	VIRT	Class A common stock	Tax liability		-8,809	-10%		78,790	02 Feb 2024	Direct	F2
transaction	VIRT	Class A common stock	Options Exercise		+8,131	+10%		86,921	03 Feb 2024	Direct	F3
transaction	VIRT	Class A common stock	Tax liability		-3,200	-3.7%		83,721	03 Feb 2024	Direct	F2
transaction	VIRT	Class A common stock	Options Exercise		+11,588	+14%		95,309	03 Feb 2024	Direct	F3
transaction	VIRT	Class A common stock	Tax liability		-4,560	-4.8%		90,749	03 Feb 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	+33,578	+38%	$0.000000	122,103	02 Feb 2024	Class A common stock	33,578		Direct	F4, F5
transaction	VIRT	Restricted Stock Unit	Options Exercise	$0	-8,131	-6.7%	$0.000000	113,972	03 Feb 2024	Class A common stock	8,131		Direct	F4, F6
transaction	VIRT	Restricted Stock Unit	Options Exercise	$0	-11,588	-10%	$0.000000	102,384	03 Feb 2024	Class A common stock	11,588		Direct	F4, F6
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						10,930	02 Feb 2024	Class A common stock	10,930		See footnote	F7, F8

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

Explanation of Responses:

Id	Content
F1	Shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of $16.9755.
F2	Shares of Class A common stock withheld for tax by the Issuer in relation to the settlement of vested RSUs 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	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 in equal installments on February 2, 2025, February 2, 2026, and February 2, 2027.
F6	The RSUs vested on February 3, 2024.
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 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.