Virtu Financial, Inc. — Director's Dealing 2021

Feb 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2021-02-01

Reporting Person: Cifu Douglas A (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Class A common stock	A	125000	—	Acquired	260914	Direct
2021-02-01	Class A common stock	A	36169	—	Acquired	297083	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-01	Restricted Stock Unit	$	A	54253	Acquired		Class A common stock (54253)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	392755	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-voting common interest units of Virtu Financial LLC	$		Class A common stock (2830742)	2830742	Direct
Non-voting common interest units of Virtu Financial LLC	$		Class A common Stock (819804)	819804	Indirect

Footnotes

F1: Shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan.

F2: 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 27.6482.

F3: Amount does not reflect shares of Class A common stock associated with performance awards unless and until earned and vested.

F4: 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 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. The Cifu Family 2020 Trust acquired the shares pursuant to a bona fide gift by the reporting person on December 4, 2020.

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 annual installments on February 1, 2022, February 1, 2023, and February 1, 2024.

F7: 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.

F8: 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.