0001592386-21-000014.txt : 20210514
0001592386-21-000014.hdr.sgml : 20210514
20210514173413
ACCESSION NUMBER: 0001592386-21-000014
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210513
FILED AS OF DATE: 20210514
DATE AS OF CHANGE: 20210514
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fairclough Brett
CENTRAL INDEX KEY: 0001788170
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37352
FILM NUMBER: 21926296
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
wf-form4_162102803536826.xml
FORM 4
X0306
4
2021-05-13
0
0001592386
Virtu Financial, Inc.
VIRT
0001788170
Fairclough Brett
C/O VIRTU FINANCIAL, INC.
165 BROADWAY
NEW YORK
NY
10006
0
1
0
0
Co-President & Co-COO
Class A common stock
2021-05-13
4
S
0
50000
28.8471
D
27980
D
Class A common stock
2021-05-13
4
M
0
75000
19
A
102980
D
Class A common stock
2021-05-13
4
S
0
75000
28.8482
D
27980
D
Option Award
19.0
2021-05-13
4
M
0
75000
19
D
Class A common stock
75000.0
0
D
Non-voting common interest units of Virtu Financial LLC
Class A common stock
10930.0
10930
I
See footnote
Restricted Stock Unit
Class A common stock
51970.0
51970
D
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.68 to $28.93, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission ("SEC"), to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
Amount does not reflect shares of Class A common stock associated with performance awards unless and until earned and vested.
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.68 to $28.9350, inclusive. The reporting person undertakes to provide to the staff of the SEC, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
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.
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 Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.
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 installments on February 1, 2022, February 1, 2023, and February 1, 2024.
/s/ Justin Waldie, as Attorney-in-Fact
2021-05-14