Brett Fairclough - Jan 23, 2022 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Signature
/s/ Justin Waldie, as Attorney-in-Fact
Stock symbol
VIRT
Transactions as of
Jan 23, 2022
Transactions value $
$0
Form type
4
Date filed
1/25/2022, 07:14 PM
Previous filing
Jan 4, 2022
Next filing
Feb 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Options Exercise +2.85K +5.35% 56.1K Jan 23, 2022 Direct F1
transaction VIRT Class A common stock Tax liability -1.12K -1.99% 55K Jan 23, 2022 Direct F2
transaction VIRT Class A common stock Options Exercise +11.8K +21.47% 66.8K Jan 24, 2022 Direct F1
transaction VIRT Class A common stock Tax liability -3.93K -5.89% 62.9K Jan 24, 2022 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 Options Exercise $0 -2.85K -5.49% $0.00 49.1K Jan 23, 2022 Class A common stock 2.85K Direct F3, F4
transaction VIRT Restricted Stock Unit Options Exercise $0 -11.8K -24.04% $0.00 37.3K Jan 24, 2022 Class A common stock 11.8K Direct F3, F5, F6
holding VIRT Non-voting common interest units of Virtu Financial LLC 10.9K Jan 23, 2022 Class A common stock 10.9K 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 issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan.
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 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 The RSUs vested on January 23, 2022.
F5 The RSUs vested n January 24, 2022.
F6 25,498 of the RSUs vest in three equal installments on February 1, 2022, February 1, 2023, and February 1, 2024. 11,810 of the RSUs vest on January 24, 2023.
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.