SEC Form 4 · accession 0001179110-18-001085
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Molluso
Officer — Exec VP & CFO
Period of report
Jan 23, 2018
Accepted (ET)
Jan 25, 2018 · 7:28 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Jan 23, 2018 | A | 22,483 | — | A | 52,749 | D | |
| Class A common stockF2 | Jan 28, 2018 | F | 9,445 | — | D | 43,304 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3,F4 | — | Jan 23, 2018 | A | 33,720 | A | — | — | Class A common stock | 33,720 | 58,272 | D |
| Non-voting common interest units of Virtu Financial LLCF6,F5 | — | holding | — | — | — | — | — | Class A common stock | 473,907 | 473,907 | I |
| Option AwardF7,F8 | — | holding | — | — | — | — | — | Class A common stock | 60,000 | 60,000 | D |
Explanation of responses
- F1Shares of Class A common stock granted under the Issuer's 2015 Amended and Restated Management Incentive Plan based on the volume weighted averageprice of the Issuer's Class A common stock on the three trading days preceding the grant date of 18.6823.
- F2Shares of Class A common stock withheld by the Issuer in accordance with the Issuer's 2015 Amended and Restated Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of 18.6823.
- F3Each restricted stock unit ("RSU") is granted under the Issuer's 2015 Amended and Restated Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- F4The RSUs vest in three equal installments on January 23, 2019, January 23, 2020 and January 23, 2021.
- 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 not expire.
- F6By 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.
- F7Each Option Award is granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- F8Options Awards vest in equal installments on each of the first four (4) anniversaries of April 15, 2015. Any fractional Option Award resulting from the application of the vesting schedule under the 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019.