0001592386-22-000030.txt : 20220207 0001592386-22-000030.hdr.sgml : 20220207 20220207214236 ACCESSION NUMBER: 0001592386-22-000030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220203 FILED AS OF DATE: 20220207 DATE AS OF CHANGE: 20220207 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: 22599138 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: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 4 1 wf-form4_164428814284226.xml FORM 4 X0306 4 2022-02-03 0 0001592386 Virtu Financial, Inc. VIRT 0001573283 Cifu Douglas A C/O VIRTU FINANCIAL, INC. 1633 BROADWAY NEW YORK NY 10019 1 1 0 0 Chief Executive Officer Class A common stock 392755 I See footnote Deferred Stock Unit 2022-02-03 4 A 0 32522 0 A Class A common stock 32522.0 107522 D Restricted Stock Unit 2022-02-03 4 A 0 48783 0 A Class A common stock 48783.0 186792 D Non-voting common interest units of Virtu Financial LLC Class A common stock 2830742.0 2830742 I See footnote Non-voting common interest units of Virtu Financial LLC Class A common stock 819804.0 819804 I See footnote 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 392,755 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. Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 32,522 Restricted Stock Units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan. Each DSU is economically equivalent to one share of Class A common stock. The DSUs credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan on the earlier of: (i) a separation from service, (ii) a specified date, or (iii) a change in control. 75,000 of the DSUs were credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 75,000 RSUs granted under the Issuer's Amended and Restated 2015 Management Incentive Plan as a result of the Issuer's achievement of greater than 75% of budgeted Adjusted EBITDA for 2021. 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 February 3, 2023, February 3, 2024, and February 3, 2025. 75,000 of the RSUs vest on December 31, 2022. 26,841 of the RSUs vest on January 24, 2023. 36,168 of the RSUs vest in two equal installments on February 1, 2023 and February 1, 2024. 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 limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife. 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 2022-02-07