0001179110-21-000234.txt : 20210105 0001179110-21-000234.hdr.sgml : 20210105 20210105201434 ACCESSION NUMBER: 0001179110-21-000234 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210105 DATE AS OF CHANGE: 20210105 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: 21508489 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 1 edgar.xml FORM 4 - X0306 4 2020-12-31 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 2020-12-31 4 A 0 75000 A 75000 D Class A common stock 392755 I See footnote Restricted Stock Unit Class A common stock 132611 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 150,000 shares of Class A common stock were earned as a result of the Company's achievement of greater than 75% of budgeted Adjusted EBITDA for 2020, with 50% of such earned shares vesting on December 31, 2020 and the remaining 50% vesting on December 31, 2021. 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. Amount does not reflect shares of Class A common stock associated with performance awards unless and until earned and vested. By a trust, for the benefit of the Cifu Family (the "Cifu Family 2020 Trust"). Melissa B. Lautenberg, the reporting person's wife, holds dispositive control and voting control over the shares held by the Cifu Family 2020 Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family 2020 Trust by virtue of his relationship with Ms. Lautenberg. The Cifu Family 2020 Trust acquired the shares pursuant to a bona fide gift by the reporting person on December 4, 2020. 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. 16,058 of the RSUs vest on January 23, 2021. 36,030 of the RSUs vest in two equal annual installments on January 23, 2021 and January 23, 2022. 80,523 of 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. /s/ Justin Waldie, as Attorney-in-Fact 2021-01-05