SEC Form 4 · accession 0001179110-16-026000

Virtu Financial, Inc. · VIRT

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

Reporting owner

Virtu Employee Holdco LLC

Director · 10% Owner · Other

Period of report

Oct 12, 2015

Accepted (ET)

Jun 3, 2016 · 5:46 pm EDT

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,F2,F3	Oct 12, 2015	D	57,106	—	D	14,801,620	D
Class C Common Stock^F1,F2,F4	Jan 5, 2016	D	16,960	—	D	14,784,660	D
Class C Common Stock^F1,F2,F4	Jan 29, 2016	D	24,150	—	D	14,760,510	D
Class C Common Stock^F1,F2,F4	Feb 26, 2016	D	8,480	—	D	14,752,030	D
Class C Common Stock^F1,F2,F3	Mar 18, 2016	D	4,153	—	D	14,747,877	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^F5	—	Oct 12, 2015	D	57,106	D	—	—	Class A Common Stock	57,106	14,801,620	D
Non-voting common interest units of Virtu Financial LLC^F4,F5	—	Jan 5, 2016	D	16,960	D	—	—	Class A Common Stock	16,960	14,784,660	D
Non-voting common interest units of Virtu Financial LLC^F4,F5	—	Jan 29, 2016	D	24,150	D	—	—	Class A Common Stock	24,150	14,760,510	D
Non-voting common interest units of Virtu Financial LLC^F4,F5	—	Feb 26, 2016	D	8,480	D	—	—	Class A Common Stock	8,480	14,752,030	D
Non-voting common interest units of Virtu Financial LLC^F4,F5	—	Mar 18, 2016	D	4,153	D	—	—	Class A Common Stock	4,153	14,747,877	D

Explanation of responses

F1Shares 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.
F2All of the Virtu Financial Units and shares of Class C Common Stock are held by the reporting person for the benefit of certain directors, employees and former employees of the Issuer and its consolidated subsidiaries. 927,501 Virtu Financial Units held by the reporting person are subject to the time-based vesting tied to the continued employment of the employees for whom the relevant Virtu Financial Units are held. The reporting person disclaims beneficial ownership over the Virtu Financial Units and shares of Class C Common Stock to the extent that it does not have any pecuniary interest therein.
F3Shares of Class C Common Stock were repurchased for nominal consideration in connection with the repurchase of Virtu Financial Units held by the reporting person on behalf of a former employee.
F4Virtu Financial Units and shares of 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.
F5Pursuant 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 no expire.

Remarks

By virtue of its relationship with Mr. Vincent Viola, who is the managing member of the reporting person and a director of the Issuer, the reporting person may be deemed to be director by deputization.