Douglas A. Cifu - Jan 31, 2025 Form 4 Insider Report for Virtu Financial, Inc. (VIRT)

Role
Chief Executive Officer, Director
Signature
Justin Waldie, as Attorney-in-Fact
Stock symbol
VIRT
Transactions as of
Jan 31, 2025
Transactions value $
$0
Form type
4
Date filed
2/4/2025, 09:33 PM
Previous filing
Feb 7, 2024
Next filing
Feb 5, 2025
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 +75K +12.84% 659K Jan 31, 2025 Direct F1
transaction VIRT Class A common stock Tax liability -35.2K -5.35% 624K Jan 31, 2025 Direct F2
transaction VIRT Class A common stock Award +75K +12.02% 699K Jan 31, 2025 Direct F3
transaction VIRT Class A common stock Tax liability -31.2K -4.46% 668K Jan 31, 2025 Direct F4
transaction VIRT Class A common stock Options Exercise +24.3K +3.64% 692K Feb 2, 2025 Direct F5
transaction VIRT Class A common stock Tax liability -8.08K -1.17% 684K Feb 2, 2025 Direct F2
holding VIRT Class A common stock 443K Jan 31, 2025 See footnote F6

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 -75K -34.78% $0.00 141K Jan 31, 2025 Class A common stock 75K Direct F1, F7
transaction VIRT Restricted Stock Unit Award $0 +75K +53.32% $0.00 216K Jan 31, 2025 Class A common stock 75K Direct F8, F9
transaction VIRT Restricted Stock Unit Options Exercise $0 -24.3K -11.27% $0.00 191K Feb 2, 2025 Class A common stock 24.3K Direct F10, F11
holding VIRT Non-voting common interest untis of Virtu Financial LLC 2.83M Jan 31, 2025 Class A common stock 2.83M See footnote F12, F13
holding VIRT Non-voting common interest units of Virtu Financial LLC 820K Jan 31, 2025 Class A common stock 820K See footnote F12, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 75,000 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2023 and vested and settled in shares of Class A common stock on January 31, 2025. The RSUs were 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 relation to the settlement of vested RSUs in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan.
F3 75,000 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2024. The 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.
F4 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
F5 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.
F6 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.
F7 The RSUs vested January 31, 2025.
F8 75,000 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2024. The 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.
F9 The RSUs vest January 31, 2026.
F10 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.
F11 RSUs vest in three equal annual installments on February 2, 2025, February 2, 2026 and February 2, 2027.
F12 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.
F13 By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
F14 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.