0001592386-24-000011.txt : 20240202 0001592386-24-000011.hdr.sgml : 20240202 20240202174741 ACCESSION NUMBER: 0001592386-24-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240131 FILED AS OF DATE: 20240202 DATE AS OF CHANGE: 20240202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cifu Douglas A CENTRAL INDEX KEY: 0001573283 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 24593116 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virtu Financial, Inc. CENTRAL INDEX KEY: 0001592386 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] ORGANIZATION NAME: 02 Finance IRS NUMBER: 320420206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 4 1 wk-form4_1706914050.xml FORM 4 X0508 4 2024-01-31 0 0001592386 Virtu Financial, Inc. VIRT 0001573283 Cifu Douglas A C/O VIRTU FINANCIAL, INC. 1633 BROADWAY NEW YORK NY 10019 1 1 0 0 Chief Executive Officer 0 Class A common stock 2024-01-31 4 M 0 75000 A 527907 D Class A common stock 2024-01-31 4 F 0 31908 D 495999 D Class A common stock 2024-02-01 4 M 0 18084 A 514083 D Class A common stock 2024-02-01 4 F 0 7898 D 506185 D Class A common stock 442755 I See footnote Restricted Stock Unit 2024-01-31 4 A 0 75000 0 A Class A common stock 75000 202860 D Restricted Stock Unit 2024-02-01 4 M 0 18084 0 D Class A common stock 18084 184776 D Deferred Stock Unit Class A common stock 400287 400287 D Non-voting common interest units of Virtu Financial LLC Class A common stock 2830742 2830742 I See footnote Non-voting common interest units of Virtu Financial LLC Class A common stock 819804 819804 I See footnote 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. 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. 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. 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. 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. The RSUs vest on January 31, 2025. 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. The RSUs vested on February 1, 2024. 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. 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. 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. 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. By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife. 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. 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. /s/ Justin Waldie, as Attorney-in-Fact 2024-02-02