Douglas A. Cifu - Feb 3, 2022 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 3, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/7/2022, 08:42 PM
Previous filing: Feb 3, 2022
Next filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VIRT	Class A common stock						393K	Feb 3, 2022	See footnote	F1

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	Deferred Stock Unit	Award	$0	+32.5K	+43.36%	$0.00	108K	Feb 3, 2022	Class A common stock	32.5K		Direct	F2, F3, F4
transaction	VIRT	Restricted Stock Unit	Award	$0	+48.8K	+35.35%	$0.00	187K	Feb 3, 2022	Class A common stock	48.8K		Direct	F5, F6, F7
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						2.83M	Feb 3, 2022	Class A common stock	2.83M		See footnote	F8, F9
holding	VIRT	Non-voting common interest units of Virtu Financial LLC						820K	Feb 3, 2022	Class A common stock	820K		See footnote	F8, F10

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

Explanation of Responses:

Id	Content
F1	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 392,755 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.
F2	Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 32,522 Restricted Stock Units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan. Each DSU is economically equivalent to one share of Class A common stock.
F3	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.
F4	75,000 of the DSUs were credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 75,000 RSUs granted under the Issuer's Amended and Restated 2015 Management Incentive Plan as a result of the Issuer's achievement of greater than 75% of budgeted Adjusted EBITDA for 2021.
F5	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.
F6	The RSUs vest in three equal installments on February 3, 2023, February 3, 2024, and February 3, 2025.
F7	75,000 of the RSUs vest on December 31, 2022. 26,841 of the RSUs vest on January 24, 2023. 36,168 of the RSUs vest in two equal installments on February 1, 2023 and February 1, 2024.
F8	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.
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.