0001592386-22-000015.txt : 20220125 0001592386-22-000015.hdr.sgml : 20220125 20220125201402 ACCESSION NUMBER: 0001592386-22-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220123 FILED AS OF DATE: 20220125 DATE AS OF CHANGE: 20220125 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: 22555434 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: 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 wf-form4_164315962391837.xml FORM 4 X0306 4 2022-01-23 0 0001592386 Virtu Financial, Inc. VIRT 0001788170 Fairclough Brett C/O VIRTU FINANCIAL, INC. 1633 BROADWAY NEW YORK NY 10019 0 1 0 0 Co-President & Co-COO Class A common stock 2022-01-23 4 M 0 2852 A 56118 D Class A common stock 2022-01-23 4 F 0 1117 D 55001 D Class A common stock 2022-01-24 4 M 0 11810 A 66811 D Class A common stock 2022-01-24 4 F 0 3932 D 62879 D Restricted Stock Unit 2022-01-23 4 M 0 2852 0 D Class A common stock 2852.0 49118 D Restricted Stock Unit 2022-01-24 4 M 0 11810 0 D Class A common stock 11810.0 37308 D Non-voting common interest units of Virtu Financial LLC Class A common stock 10930.0 10930 I See footnote 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 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. 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, 2022. The RSUs vested n January 24, 2022. 25,498 of the RSUs vest in three equal installments on February 1, 2022, February 1, 2023, and February 1, 2024. 11,810 of the RSUs vest on 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. /s/ Justin Waldie, as Attorney-in-Fact 2022-01-25