SEC Form 4 · accession 0001179110-19-001860
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
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 6:40 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 stockF2 | Feb 11, 2019 | S | 63,544 | $26.1116 | D | 138,544 | D | |
| Class A common stockF3 | Feb 12, 2019 | S | 63,544 | $26.4985 | D | 75,000 | 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 UnitF4,F5 | — | holding | — | — | — | — | — | Class A common stock | 86,161 | 86,161 | D |
| Option AwardF6,F7 | $19.00 | holding | — | — | — | — | — | Class A common stock | 100,000 | 100,000 | D |
| Non-voting common interest units of Virtu Financial LLCF8 | — | holding | — | — | — | — | — | Class A common stock | 2,830,742 | 2,830,742 | D |
| Non-voting common interest units of Virtu Financial LLCF9,F8 | — | holding | — | — | — | — | — | Class A common Stock | 819,804 | 819,804 | I |
Explanation of responses
- F1The sales reported in this Form 4 were completed for the purpose of satisfying certain tax obligations of the reporting person triggered by the award, vesting and/or exercise of shares of class A common stock.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.87 to $26.74, 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.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.26 to $26.75, 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.
- F4Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- F5The RSUs vest in annual installments on January 23, 2020, January 23, 2021 and January 23, 2022.
- 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.
- F8Pursuant 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.
- F9By 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.