SEC Form 4 · accession 0000950142-17-000352

Virtu Financial, Inc. · VIRT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Virtu Employee Holdco LLC

Director · 10% Owner

Period of report

Feb 16, 2016

Accepted (ET)

Feb 14, 2017 · 3:52 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001592386

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class C Common Stock^F1	Feb 16, 2016	D	8,480	—	D	14,739,397	D
Class C Common Stock^F2	Sep 22, 2016	D	1,100,668	—	D	13,638,729	D
Class C Common Stock^F1	Jan 20, 2017	D	8,481	—	D	13,630,248	D
Class C Common Stock^F3	Feb 6, 2017	D	656,965	—	D	12,966,047	D
Class C Common Stock^F1	Feb 10, 2017	D	4,240	—	D	12,961,807	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-voting common interest units of Virtu Financial LLC^F1,F4	—	Feb 16, 2016	D	8,480	A	—	—	Class A Common Stock	8,480	14,739,397	D
Non-voting common interest units of Virtu Financial LLC^F2,F4	—	Sep 22, 2016	D	1,100,668	A	—	—	Class A Common Stock	1,100,668	13,638,729	D
Non-voting common interest units of Virtu Financial LLC^F1,F4	—	Jan 20, 2017	D	8,481	A	—	—	Class A Common Stock	8,481	13,630,248	D
Non-voting common interest units of Virtu Financial LLC^F3,F4	—	Feb 6, 2017	D	656,965	A	—	—	Class A Common Stock	656,965	12,966,047	D
Non-voting common interest units of Virtu Financial LLC^F1,F4	—	Feb 10, 2017	D	4,240	A	—	—	Class A Common Stock	4,240	12,961,807	D

Explanation of responses

F1Non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") and shares of Class C common stock of the Issuer ("Class C Common Stock") were subject to time-based vesting tied to the continued employment of the employees for whom the relevant Virtu Financial Units are held, and were forfeited, in the case of Virtu Financial Units, or cancelled, in the case of the Class C Common Stock, upon the termination of employment of the applicable employee.
F2In connection with the offering of 1,103,668 shares of Class A common stock of the Issuer ("Class A Common Stock") by the Issuer, the same number of Virtu Financial Units held by the reporting person on behalf of various current and former employees were repurchased by the Issuer with the proceeds of the offering for $15.65 per Virtu Financial Unit, and the corresponding shares of Class C Common Stock were repurchased for nominal consideration.
F3Virtu Financial Units and corresponding shares of Class C Common Stock were distributed to electing employees and then exchanged for the same number of shares of Class A Common Stock in accordance with the terms of the Exchange Agreement (as defined in Footnote 4).
F4Pursuant 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, 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.