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