Douglas A. Cifu - 31 Jan 2025 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role: Chief Executive Officer, Director
Signature: Justin Waldie, as Attorney-in-Fact
Issuer symbol: VIRT
Transactions as of: 31 Jan 2025
Net transactions value: $0
Form type: 4
Filing time: 04 Feb 2025, 21:33:06 UTC
Previous filing: 07 Feb 2024
Next filing: 05 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	Options Exercise		+75,000	+13%		659,132	31 Jan 2025	Direct	F1
transaction	VIRT	Class A common stock	Tax liability		-35,236	-5.3%		623,896	31 Jan 2025	Direct	F2
transaction	VIRT	Class A common stock	Award		+75,000	+12%		698,896	31 Jan 2025	Direct	F3
transaction	VIRT	Class A common stock	Tax liability		-31,175	-4.5%		667,721	31 Jan 2025	Direct	F4
transaction	VIRT	Class A common stock	Options Exercise		+24,300	+3.6%		692,021	02 Feb 2025	Direct	F5
transaction	VIRT	Class A common stock	Tax liability		-8,079	-1.2%		683,942	02 Feb 2025	Direct	F2
holding	VIRT	Class A common stock						442,755	31 Jan 2025	See footnote	F6

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	Options Exercise	$0	-75,000	-35%	$0.000000	140,663	31 Jan 2025	Class A common stock	75,000		Direct	F1, F7
transaction	VIRT	Restricted Stock Unit	Award	$0	+75,000	+53%	$0.000000	215,663	31 Jan 2025	Class A common stock	75,000		Direct	F8, F9
transaction	VIRT	Restricted Stock Unit	Options Exercise	$0	-24,300	-11%	$0.000000	191,363	02 Feb 2025	Class A common stock	24,300		Direct	F10, F11
holding	VIRT	Non-voting common interest untis of Virtu Financial LLC						2,830,742	31 Jan 2025	Class A common stock	2,830,742		See footnote	F12, F13
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						819,804	31 Jan 2025	Class A common stock	819,804		See footnote	F12, F14

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

Explanation of Responses:

Id	Content
F1	75,000 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2023 and vested and settled in shares of Class A common stock on January 31, 2025. The RSUs were granted under the Issuer's Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Douglas Cifu.
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	75,000 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2024. The 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. Douglas Cifu.
F4	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
F5	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.
F6	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.
F7	The RSUs vested January 31, 2025.
F8	75,000 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2024. The 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. Douglas Cifu.
F9	The RSUs vest January 31, 2026.
F10	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.
F11	RSUs vest in three equal annual installments on February 2, 2025, February 2, 2026 and February 2, 2027.
F12	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.
F13	By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F14	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.