SEC Form 4 · accession 0001179110-18-008663
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas A Cifu
Officer — Chief Executive Officer · Director
Period of report
Jun 14, 2018
Accepted (ET)
Jun 15, 2018 · 7:19 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock | Jun 14, 2018 | M | 24,927 | $19.00 | A | 267,043 | D | |
| Class A common stockF3 | Jun 14, 2018 | S | 79,401 | $30.2092 | D | 187,642 | D | |
| Class A common stockF4 | Jun 15, 2018 | S | 32,303 | $29.1652 | D | 155,339 | D | |
| Class A common stockF5 | Jun 15, 2018 | S | 5,339 | $30.0069 | D | 150,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option AwardF6,F7 | $19.00 | Jun 14, 2018 | M | 24,927 | D | — | — | Class A common stock | 24,927 | 100,000 | D |
| Restricted Stock UnitF8,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 48,174 | 48,174 | D |
| Non-voting common interest units of Virtu Financial LLCF10 | — | holding | — | — | — | — | — | Class A common stock | 2,830,742 | 2,830,742 | D |
| Non-voting common interest units of Virtu Financial LLCF11,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 819,804 | 819,804 | I |
Explanation of responses
- F1The stock option exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on May 11, 2018, which provides for the sale of up to 392,116 shares of Class A common stock or securities exercisable for common stock. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.
- F10Pursuant 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.
- F11By a trust, for the benefit of the Cifu Family (the "Cifu Family Trust"). Melissa B. Lautenberg, the reporting person's wife, and Dr. Mitchel A. Lautenberg, Ms. Lautenberg's brother, share dispositive control and voting control over the shares held by the Cifu Family Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family Trust by virtue of his relationship with Ms. Lautenberg.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on May 11, 2018, which provides for the sale of up to 392,116 shares of Class A common stock or securities exercisable for common stock. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.875 to $30.65, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.70 to $29.65, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F5The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.70 to $30.05, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F6Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of a Class A common stock of the Issuer.
- F7Options 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.
- F8Each 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.
- F9The RSUs vest in three equal installments on January 23, 2019, January 23, 2020 and January 23, 2021.