0001179110-19-002916.txt : 20190301 0001179110-19-002916.hdr.sgml : 20190301 20190301165534 ACCESSION NUMBER: 0001179110-19-002916 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190228 FILED AS OF DATE: 20190301 DATE AS OF CHANGE: 20190301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cifu Douglas A CENTRAL INDEX KEY: 0001573283 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 19650294 MAIL ADDRESS: STREET 1: 1600 REDBUD BOULEVARD STREET 2: SUITE 400 CITY: MCKINNEY STATE: TX ZIP: 75069 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virtu Financial, Inc. CENTRAL INDEX KEY: 0001592386 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320420206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 VESEY STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: 300 VESEY STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10282 4 1 edgar.xml FORM 4 - X0306 4 2019-02-28 0 0001592386 Virtu Financial, Inc. VIRT 0001573283 Cifu Douglas A C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK NY 10282 1 1 0 0 Chief Executive Officer Class A common stock 2019-02-28 4 A 0 150000 A 225000 D Restricted Stock Unit Class A common stock 86161 86161 D Non-voting common interest units of Virtu Financial LLC Class A common stock 2830742 2830742 D Non-voting common interest units of Virtu Financial LLC Class A common Stock 819804 819804 I See footnote Option Award 19.00 Class A common stock 100000 100000 D The number of shares of class A common stock earned will be based on the percentage of budgeted EBITDA achieved in 2019, with a minimum of 50% of shares earned upon at least 70% achievement and 100% of shares earned upon at least 75% achievement. To the extent any shares of class A common stock are earned, 50% of such earned shares will vest on December 31, 2019 and the remaining 50% will vest on December 31, 2020. Restricted shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan pursuant to the Amended and Restated Employment Agreement between the Issuer and Douglas A. Cifu. Each 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. 32,116 of the RSUs vest in two equal annual installments on January 23, 2020 and January 23, 2021. 54,045 of the RSUs vest in three equal annual installments on January 23, 2020, January 23, 2021 and January 23, 2022. Pursuant 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. By 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. Each 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. Options 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. /s/ Justin Waldie, as Attorney-in-Fact 2019-03-01