TJMT Holdings LLC - Apr 11, 2025 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Justin Waldie, as Attorney-in-Fact for TJMT Holdings LLC
Stock symbol
VIRT
Transactions as of
Apr 11, 2025
Transactions value $
$13,181,250
Form type
4
Date filed
4/14/2025, 04:07 PM
Previous filing
Dec 20, 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIRT Class A common stock Options Exercise $13.2M +694K $19.00 694K Apr 11, 2025 Direct F1
holding VIRT Class A common stock 3M Apr 11, 2025 See footnote F2
holding VIRT Class C common stock 217K Apr 11, 2025 See footnote F2
holding VIRT Class D common stock 60.1M Apr 11, 2025 See footnote F2, 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 Non-Qualified Stock Option Options Exercise $0 -694K $0.00 $0 Apr 11, 2025 Class A common stock 694K $19.00 Direct F1
holding VIRT Non-voting common interest units of Virtu Financial LLC 217K Apr 11, 2025 Class A common stock 217K See footnote F2, F4
holding VIRT Non-voting common interest units of Virtu Financial LLC 60.1M Apr 11, 2025 Class A common stock and Class B common stock 60.1M See footnote F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 11, 2025, Mr. Vincent Viola exercised 693,750 non-qualified stock options initially issued to Mr. Vincent Viola in connection with the initial public offering of the Issuer. The stock options vested in equal annual installments over a period of four years from the grant date and would have expired not later than 10 years from the grant date.
F2 Held by TJMT Holdings LLC ("TJMT"), a Viola family vehicle over which each of the reporting persons share dispositive control and voting control. Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT.
F3 Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are paired with an equal number of Virtu Financial Units.
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, 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 Pursuant to the terms of the Exchange Agreement, Virtu Financial Units, together with a corresponding number of shares of Class D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes 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. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder.

Remarks:

By virtue of their relationships with Mr. Vincent Viola and Mr. Michael Viola, directors of the Issuer, Mrs. Teresa Viola and TJMT may each be deemed to be a director by deputization. By virtue of his relationship with Mr. Michael Viola and Mrs. Teresa Viola, Mr. Vincent Viola is deemed to have a beneficial interest in the shares owned by TJMT.