Virtu Financial, Inc. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2020-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Class A common stock	A	75000	—	Acquired	75000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	392755	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Class A common stock (132611)	132611	Direct
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: 150,000 shares of Class A common stock were earned as a result of the Company's achievement of greater than 75% of budgeted Adjusted EBITDA for 2020, with 50% of such earned shares vesting on December 31, 2020 and the remaining 50% vesting on December 31, 2021.

F2: 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 Douglas A. Cifu.

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: 16,058 of the RSUs vest on January 23, 2021. 36,030 of the RSUs vest in two equal annual installments on January 23, 2021 and January 23, 2022. 80,523 of the RSUs vest in three equal installments on January 24, 2021, January 24, 2022, and January 24, 2023.

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.