0001592386-22-000006.txt : 20220104 0001592386-22-000006.hdr.sgml : 20220104 20220104165820 ACCESSION NUMBER: 0001592386-22-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 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: 22507078 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_164133347850319.xml FORM 4 X0306 4 2021-12-31 0 0001592386 Virtu Financial, Inc. VIRT 0001788170 Fairclough Brett C/O VIRTU FINANCIAL, INC. 1633 BROADWAY NEW YORK NY 10019 0 1 0 0 Co-President & Co-COO Class A common stock 2021-12-31 4 A 0 50000 A 77980 D Class A common stock 2021-12-31 4 F 0 24714 D 53266 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 50,000 shares of Class A common stock were earned as a result of the Issuer's achievement of greater than 75% of budgeted Adjusted EBITDA for 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 Mr. Brett Fairclough. Shares of Class A common stock withheld for tax by the Issuer in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan. 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. 2,852 of the RSUs vest on January 23, 2022. 23,620 of the RSUs vest in two equal installments on January 24, 2022 and January 24, 2023. 25,498 of the RSUs vest in three equal installments on February 1, 2022, February 1, 2023, and February 1, 2024. /s/ Justin Waldie, as Attorney-in-Fact 2022-01-04