Douglas A. Cifu - Jan 31, 2024 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Signature
/s/ Justin Waldie, as Attorney-in-Fact
Stock symbol
VIRT
Transactions as of
Jan 31, 2024
Transactions value $
$0
Form type
4
Date filed
2/2/2024, 05:47 PM
Previous filing
Jan 2, 2024
Next 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 Options Exercise +75K +16.56% 528K Jan 31, 2024 Direct F1
transaction VIRT Class A common stock Tax liability -31.9K -6.04% 496K Jan 31, 2024 Direct F2
transaction VIRT Class A common stock Options Exercise +18.1K +3.65% 514K Feb 1, 2024 Direct F3
transaction VIRT Class A common stock Tax liability -7.9K -1.54% 506K Feb 1, 2024 Direct F2
holding VIRT Class A common stock 443K Jan 31, 2024 See footnote F4

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 Award $0 +75K +58.66% $0.00 203K Jan 31, 2024 Class A common stock 75K Direct F5, F6
transaction VIRT Restricted Stock Unit Options Exercise $0 -18.1K -8.91% $0.00 185K Feb 1, 2024 Class A common stock 18.1K Direct F7, F8
holding VIRT Deferred Stock Unit 400K Jan 31, 2024 Class A common stock 400K Direct F9, F10
holding VIRT Non-voting common interest units of Virtu Financial LLC 2.83M Jan 31, 2024 Class A common stock 2.83M See footnote F11, F12, F13
holding VIRT Non-voting common interest units of Virtu Financial LLC 820K Jan 31, 2024 Class A common stock 820K See footnote F14, F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 75,000 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2023. The restricted 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.
F2 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.
F3 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.
F4 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.
F5 75,000 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2023. 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 on January 31, 2025.
F7 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.
F8 The RSUs vested on February 1, 2024.
F9 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.
F10 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.
F11 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.
F12 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.
F13 By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F14 Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equity holders 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.
F15 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.