Virtu Financial, Inc. — Director's Dealing 2020

Jan 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2020-01-23

Reporting Person: Fairclough Brett (COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-23	Class A common stock	M	3033	—	Acquired	21419	Direct
2020-01-23	Class A common stock	F	1160	—	Disposed	20259	Direct
2020-01-23	Class A common stock	M	2853	—	Acquired	23112	Direct
2020-01-23	Class A common stock	F	1090	—	Disposed	22022	Direct
2020-01-24	Class A common stock	A	23620	—	Acquired	45642	Direct
2020-01-24	Class A common stock	F	9738	—	Disposed	35904	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-23	Restricted Stock Unit	$	M	3033	Disposed		Class A common stock (3033)	Direct
2020-01-23	Restricted Stock Unit	$	M	2853	Disposed		Class A common stock (2853)	Direct
2020-01-24	Restricted Stock Unit	$	A	59050	Acquired		Class A common stock (59050)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-voting common interest units of Virtu Financial LLC	$		Class A common stock (10930)	10930	Indirect
Option Award	$19		Class A common stock (75000)	75000	Direct

Footnotes

F1: Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2015 Incentive Plan.

F2: Shares of Class A common stock withheld by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's 2015 Amended and Restated Incentive Plan.

F3: Shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of 15.6477.

F4: Shares of Class A common stock withheld by the Issuer in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan.

F5: 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.

F6: The RSUs vest in three equal installments on January 23, 2019, January 23, 2020 and January 23, 2021.

F7: The RSUs vest in three equal installments on January 23, 2020, January 23, 2021 and January 23, 2022.

F8: The RSUs vest in three equal installments on January 24, 2021, January 24, 2022 and January 24, 2023.

F9: 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.

F10: 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.

F11: 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.

F12: Options Awards vested in equal installments on each of the first four (4) anniversaries of April 15, 2015.