Brett Fairclough - Dec 31, 2021 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role: Co-President & Co-COO
Signature: /s/ Justin Waldie, as Attorney-in-Fact
Stock symbol: VIRT
Transactions as of: Dec 31, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/4/2022, 03:58 PM
Previous filing: May 14, 2021
Next filing: Jan 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VIRT	Class A common stock	Award		+50K	+178.7%		78K	Dec 31, 2021	Direct	F1, F2
transaction	VIRT	Class A common stock	Tax liability		-24.7K	-31.69%		53.3K	Dec 31, 2021	Direct	F3

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	Non-voting common interest units of Virtu Financial LLC						10.9K	Dec 31, 2021	Class A common stock	10.9K		See footnote	F4, F5
holding	VIRT	Restricted Stock Unit						52K	Dec 31, 2021	Class A common stock	52K		Direct	F6, F7

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

Explanation of Responses:

Id	Content
F1	50,000 shares of Class A common stock were earned as a result of the Issuer's achievement of greater than 75% of budgeted Adjusted EBITDA for 2021.
F2	Restricted shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
F3	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.
F4	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.
F5	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.
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	2,852 of the RSUs vest on January 23, 2022. 23,620 of the RSUs vest in two equal installments on January 24, 2022 and January 24, 2023. 25,498 of the RSUs vest in three equal installments on February 1, 2022, February 1, 2023, and February 1, 2024.