Douglas A. Cifu - Feb 2, 2024 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Signature
/s/ Justin Waldie, as Attorney-in-Fact
Stock symbol
VIRT
Transactions as of
Feb 2, 2024
Transactions value $
$0
Form type
4
Date filed
2/6/2024, 05:58 PM
Previous filing
Feb 2, 2024
Next filing
Feb 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Award +48.6K +9.6% 555K Feb 2, 2024 Direct F1
transaction VIRT Class A common stock Tax liability -20.7K -3.72% 534K Feb 2, 2024 Direct F2
holding VIRT Class A common stock 443K Feb 2, 2024 See footnote 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
transaction VIRT Restricted Stock Unit Award $0 +72.9K +39.45% $0.00 258K Feb 2, 2024 Class A common stock 72.9K Direct F4, F5
transaction VIRT Restricted Stock Unit Options Exercise $0 -16.3K -6.31% $0.00 241K Feb 3, 2024 Class A common stock 16.3K Direct F4, F6
transaction VIRT Restricted Stock Unit Options Exercise $0 -25.8K -10.67% $0.00 216K Feb 3, 2024 Class A common stock 25.8K Direct F4, F6
transaction VIRT Deferred Stock Unit Options Exercise $0 +16.3K +4.06% $0.00 417K Feb 3, 2024 Class A common stock 16.3K Direct F7, F8
transaction VIRT Deferred Stock Unit Options Exercise $0 +25.8K +6.18% $0.00 442K Feb 3, 2024 Class A common stock 25.8K Direct F7, F8
holding VIRT Non-voting common interest units of Virtu Financial LLC 2.83M Feb 2, 2024 Class A common stock 2.83M See footnote F9, F10, F11
holding VIRT Non-voting common interest units of Virtu Financial LLC 820K Feb 2, 2024 Class A common stock 820K See footnote F9, F12
* 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 granted under the Issuer's Amended and Restated 2015 Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of $16.9755.
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 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.
F4 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.
F5 The RSUs vest in equal installments on February 2, 2025, February 2, 2026, and February 2, 2027.
F6 The RSUs vested on February 3, 2024.
F7 Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 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.
F8 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.
F9 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.
F10 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.
F11 By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F12 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.