SEC Form 4 · accession 0001179110-18-009440
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael T Viola
Director · 10% Owner
Period of report
Jul 1, 2018
Accepted (ET)
Jul 3, 2018 · 8:43 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 stockF1 | Jul 3, 2018 | M | 6,847 | — | A | 14,944 | 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 UnitF2,F3 | — | Jul 1, 2018 | A | 4,998 | A | — | — | Class A common stock | 4,498 | 13,690 | D |
| Restricted Stock UnitF2,F4 | — | Jul 3, 2018 | M | 6,847 | D | — | — | Class A common stock | 6,847 | 6,843 | D |
| Non-voting common interest units of Virtu Financial LLCF6,F5 | — | holding | — | — | — | — | — | Class A common stock | 52,235 | 52,235 | I |
Explanation of responses
- F1Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's 2015 Management Incentive Plan.
- F2Each RSU is granted under the Issuer's 2015 Amended and Restated Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- F3The RSUs vest on July 1, 2019.
- F4The RSUs vested on July 3, 2018.
- 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.