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: Fairclough Brett (Co-President & Co-COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Class A common stock	A	50000	—	Acquired	85904	Direct
2020-12-31	Class A common stock	F	26610	—	Disposed	59294	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Class A common stock (44167)	44167	Direct
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: 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.

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

F3: 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.

F4: 3,032 of the RSUs vest on January 23, 2021. 5,705 of the RSUs vest in two annual installments on January 23, 2021 and January 23, 2022. 35,430 of the RSUs vest in three equal installments on January 24, 2021, January 24, 2022 and January 24, 2023.

F5: 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.

F6: 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.

F7: 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.

F8: Options Awards vested in equal installments on each of the first four (4) anniversaries of April 15, 2015.