0001179110-20-000924.txt : 20200131 0001179110-20-000924.hdr.sgml : 20200131 20200131182858 ACCESSION NUMBER: 0001179110-20-000924 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200123 FILED AS OF DATE: 20200131 DATE AS OF CHANGE: 20200131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cifu Douglas A CENTRAL INDEX KEY: 0001573283 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 20566462 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 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: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 165 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 4/A 1 edgar.xml FORM 4/A - X0306 4/A 2020-01-23 2020-01-27 0 0001592386 Virtu Financial, Inc. VIRT 0001573283 Cifu Douglas A C/O VIRTU FINANCIAL, INC. 165 BROADWAY NEW YORK NY 10006 1 1 0 0 Chief Executive Officer Class A common stock 2020-01-23 4 M 0 16058 A 121058 D Class A common stock 2020-01-23 4 M 0 18015 A 139073 D Class A common stock 2020-01-24 4 A 0 53682 A 192755 D Restricted Stock Unit 2020-01-23 4 M 0 16058 0 D Class A common stock 16058 70103 D Restricted Stock Unit 2020-01-23 4 M 0 18015 0 D Class A common stock 18015 52088 D Restricted Stock Unit 2020-01-24 4 A 0 80523 0 A Class A common stock 80523 132611 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 Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan. Amount does not reflect shares of Class A common stock associated with performance awards unless and until earned. Shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of 15.6477. 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. The RSUs vest in three equal installments on January 23, 2019, January 23, 2020 and January 23, 2021. The RSUs vest in three equal installments on January 23, 2020, January 23, 2021 and January 23, 2022. The RSUs vest in three equal installments on January 24, 2021, January 24, 2022 and January 24, 2023. 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 vested in equal installments on each of the first four (4) anniversaries of April 15, 2015. The filing of this Form 4A confirms the correct amount of RSUs granted under the Issuer's Amended and Restated 2015 Management Incentive Plan. /s/ Justin Waldie, as Attorney-in-Fact 2020-01-31