0001179110-21-000852.txt : 20210126 0001179110-21-000852.hdr.sgml : 20210126 20210126181834 ACCESSION NUMBER: 0001179110-21-000852 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210123 FILED AS OF DATE: 20210126 DATE AS OF CHANGE: 20210126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairclough Brett CENTRAL INDEX KEY: 0001788170 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 21555777 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] IRS NUMBER: 320420206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 4 1 edgar.xml FORM 4 - X0306 4 2021-01-23 0 0001592386 Virtu Financial, Inc. VIRT 0001788170 Fairclough Brett C/O VIRTU FINANCIAL, INC. 165 BROADWAY NEW YORK NY 10006 0 1 0 0 Co-President & Co-COO Class A common stock 2021-01-23 4 M 0 3033 A 62327 D Class A common stock 2021-01-23 4 F 0 1320 D 61007 D Class A common stock 2021-01-23 4 M 0 2852 A 63859 D Class A common stock 2021-01-23 4 F 0 1131 D 62728 D Class A common stock 2021-01-24 4 M 0 11810 A 74538 D Class A common stock 2021-01-24 4 F 0 4510 D 70028 D Restricted Stock Unit 2021-01-23 4 M 0 3033 0 D Class A common stock 3033 41134 D Restricted Stock Unit 2021-01-23 4 M 0 2852 0 D Class A common stock 2852 38282 D Restricted Stock Unit 2021-01-24 4 M 0 11810 0 D Class A common stock 11810 26472 D Non-voting common interest units of Virtu Financial LLC Class A common stock 10930 10930 I See footnote Option Award 19 Class A common stock 75000 75000 D 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. Shares of Class A common stock withheld by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan. 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 January 23, 2021. The RSUs vest in two annual installments on January 23, 2021 and January 23, 2022. The RSUs vest in three equal installments on January 24, 2021, January 24, 2022 and January 24, 2023. 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. By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein. 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. Options Awards vested in equal installments on each of the first four (4) anniversaries of April 15, 2015. /s/ Justin Waldie, as Attorney-in-Fact 2021-01-26