0001592386-23-000009.txt : 20230202 0001592386-23-000009.hdr.sgml : 20230202 20230202184546 ACCESSION NUMBER: 0001592386-23-000009 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230131 FILED AS OF DATE: 20230202 DATE AS OF CHANGE: 20230202 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: 23582898 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_167538152701816.xml FORM 4 X0306 4 2023-01-31 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 2023-02-01 4 M 0 18084 A 410909 D Class A common stock 2023-02-01 4 F 0 8002 D 402907 D Class A common stock 392755 I See footnote Deferred Stock Unit 2023-01-31 4 A 0 75000 0 A Class A common stock 75000.0 257522 D Restricted Stock Unit 2023-01-31 4 A 0 75000 0 A Class A common stock 75000.0 159951 D Restricted Stock Unit 2023-02-01 4 M 0 18084 0 D Class A common stock 18084.0 141867 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 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. Shares of Class A common stock withheld for tax by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan. 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 75,000 Restricted Stock Units ("RSUs") 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 and earned as a result of the Issuer's achievement of associated performance objectives for 2022. 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. Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and pursuant to the Amended and Restated Employment Agreement between the Issuer and Douglas A. Cifu and earned as a result of the Issuer's achievement of associated performance objective for 2022. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer. The RSUs vest on December 31, 2023. The RSUs vested on February 1, 2023. Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held. 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 2023-02-02