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Filing Details

Accession Number:: 0001179110-18-008663
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-06-15 19:19:38
Reporting Period:: 2018-06-14

Accepted Time:: 2018-06-15 19:19:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1592386	Virtu Financial Inc.	VIRT	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1573283	A Douglas Cifu	300 Vesey Street New York NY 10282	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2018-06-14	24,927	$19.00	267,043	No	4	M	Direct
Class A Common Stock	Disposition	2018-06-14	79,401	$30.21	187,642	No	4	S	Direct
Class A Common Stock	Disposition	2018-06-15	32,303	$29.17	155,339	No	4	S	Direct
Class A Common Stock	Disposition	2018-06-15	5,339	$30.01	150,000	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Option Award	Disposition	2018-06-14	24,927	$0.00	24,927	$19.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
100,000			No	4	M	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Restricted Stock Unit	$0.00	48,174	48,174	Direct
Class A Common Stock	Non-voting common interest units of Virtu Financial LLC	$0.00	2,830,742	2,830,742	Direct
Class A Common Stock	Non-voting common interest units of Virtu Financial LLC	$0.00	819,804	819,804	Indirect

Amount	Remaning Holdings	Nature of Ownership
48,174	48,174	Direct
2,830,742	2,830,742	Direct
819,804	819,804	Indirect

Footnotes

The stock option exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on May 11, 2018, which provides for the sale of up to 392,116 shares of Class A common stock or securities exercisable for common stock. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on May 11, 2018, which provides for the sale of up to 392,116 shares of Class A common stock or securities exercisable for common stock. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.875 to $30.65, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.70 to $29.65, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.70 to $30.05, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
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.
Options Awards vest in equal installments on each of the first four (4) anniversaries of April 15, 2015. Any fractional Option Award resulting from the application of the vesting schedule under the 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019.
Each restricted stock unit ("RSU") is granted under the Issuer's 2015 Amended and Restated Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
The RSUs vest in three equal installments on January 23, 2019, January 23, 2020 and January 23, 2021.
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 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.