Form Type: 4

SEC EDGAR Link
Accession Number:0001179110-19-000908
Date:2019-01-23
Issuer: VIRTU FINANCIAL, INC. (VIRT)
Original Submission Date:

Reporting Person:

CIFU DOUGLAS A
C/O VIRTU FINANCIAL, INC.
300 VESEY STREET NEW YORK, NY 10282

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-01-23 M 16,058 a $0.00 166,058 direct
CLASS A COMMON STOCK 2019-01-23 A 36,030 a $0.00 202,088 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT 0.0 2019-01-23 deemed execution date M 16,058 (d) class a common stock 16,058 $0.00 32,116 direct
RESTRICTED STOCK UNIT 0.0 2019-01-23 deemed execution date A 54,045 (a) class a common stock 54,045 $0.00 86,161 direct
OPTION AWARD 19.0 2019-01-23 deemed execution date 0 ( ) class a common stock 100,000 $19.00 100,000 direct
NON-VOTING COMMON INTEREST UNITS OF VIRTU FINANCIAL LLC 0.0 2019-01-23 deemed execution date 0 ( ) class a common stock 2,830,742 $0.00 2,830,742 direct
NON-VOTING COMMON INTEREST UNITS OF VIRTU FINANCIAL LLC 0.0 2019-01-23 deemed execution date 0 ( ) class a common stock 819,804 $0.00 819,804 indirect see footnote
Footnotes
IDfootnote
f1 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.
f2 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 26.6447.
f3 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.
f4 the rsus vest in three equal installments on january 23, 2019, january 23, 2020 and january 23, 2021.
f5 the rsus vest in three equal installments on january 23, 2020, january 23, 2021 and january 23, 2022.
f6 each option award was granted under the issuer's 2015 management incentive plan and represents a contingent right to receive one share of a class a common stock of the issuer.
f7 options awards vest in equal installments on each of the first four (4) anniversaries of april 15, 2015. any fractional option award resulting from the application of the vesting schedule under the 2015 management incentive plan will be aggregated and the option awards resulting from such aggregation shall vest on april 15, 2019.
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 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.
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