SEC Form 4 · accession 0001179110-18-005640

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

Sep 11, 2017

Accepted (ET)

Apr 13, 2018 · 6:14 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	Sep 11, 2017	D	21,298	—	D	12,282,941	D
Class C Common Stock^F2	Sep 11, 2017	D	42,595	—	D	12,240,346	D
Class C Common Stock^F2	Nov 2, 2017	D	133,656	—	D	12,106,690	D
Class C Common Stock^F3	Nov 16, 2017	D	209,448	—	D	11,897,242	D
Class C Common Stock^F2	Dec 12, 2017	D	120,880	—	D	11,776,362	D
Class C Common Stock^F3	Feb 18, 2018	D	372,260	—	D	11,404,102	D
Class C Common Stock^F3	Feb 28, 2018	D	375,000	—	D	11,029,102	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	—	Sep 11, 2017	D	21,298	D	—	—	Class A Common Stock	21,298	12,282,941	D
Non-voting common interest units of Virtu Financial LLC^F5	—	Sep 11, 2017	D	42,595	D	—	—	Class A Common Stock	42,595	12,240,346	D
Non-voting common interest units of Virtu Financial LLC^F4	—	Nov 2, 2017	D	133,656	D	—	—	Class A Common Stock	133,656	12,106,690	D
Non-voting common interest units of Virtu Financial LLC^F4	—	Nov 16, 2017	D	209,448	D	—	—	Class A Common Stock	209,448	11,897,242	D
Non-voting common interest units of Virtu Financial LLC^F5	—	Dec 12, 2017	D	120,880	D	—	—	Class A Common Stock	120,880	11,776,362	D
Non-voting common interest units of Virtu Financial LLC^F4	—	Feb 18, 2018	D	372,260	D	—	—	Class A Common Stock	372,260	11,404,102	D
Non-voting common interest units of Virtu Financial LLC^F4	—	Feb 18, 2018	D	375,000	D	—	—	Class A Common Stock	375,000	11,029,102	D

Explanation of responses

F1Virtu 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.
F2Virtu Financial LLC repurchased Virtu Financial Units held by the reporting person on behalf of one or more former employees, 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 3).
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.
F5Pursuant to the terms of Virtu Financial LLC's operating agreement, Virtu Financial LLC may repurchase Virtu Financial units held by the reporting person on behalf of an employee upon the employees departure from the Company.