Douglas A. Cifu - Feb 7, 2024 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: Feb 7, 2024
Transactions value $: $810,410
Form type: 4
Date filed: 2/7/2024, 05:47 PM
Previous 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	Purchase	$810K	+50K	+9.36%	$16.21	584K	Feb 7, 2024	Direct	F1
holding	VIRT	Class A common stock						443K	Feb 7, 2024	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						216K	Feb 7, 2024	Class A common stock	216K		Direct	F3, F4
holding	VIRT	Deferred Stock Unit						442K	Feb 7, 2024	Class A common stock	442K		Direct	F5, F6
holding	VIRT	Non-voting common interest untis of Virtu Financial LLC						2.83M	Feb 7, 2024	Class A common stock	2.83M		See footnote	F7, F8, F9
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						820K	Feb 7, 2024	Class A common stock	820K		See footnote	F7, F10

* 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 $16.035 to $16.37, 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	51,503 of the RSUs vest in equal installments on February 3, 2025 and February 3, 2026, 16,261 of the RSUs vest on February 3, 2025, 75,000 of the RSUs vest on January 31, 2025, and 72,899 of the RSUs vest in equal installments on February 2, 2025, February 2, 2026, and February 2, 2027.
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	Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held.
F9	By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F10	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.