Statement of Changes in Beneficial Ownership (4)
November 10 2021 - 5:10PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Virtu Employee Holdco LLC |
2. Issuer Name and Ticker or Trading Symbol
Virtu Financial, Inc.
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VIRT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O VIRTU FINANCIAL, INC., 1633 BROADWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2021 |
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class C common stock | 8/10/2021 | | D | | 28310 | D | (1) | 4657175 | D | |
Class C common stock | 11/8/2021 | | D | | 4000 | D | (1) | 4653175 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-voting common interest units of Virtu Financial LLC | (2) | 8/10/2021 | | D | | | 28310 | (2) | (2) | Class A common stock | 28310.0 | (2) | 4657175 | D | |
Non-voting common interest units of Virtu Financial LLC | (2) | 11/8/2021 | | D | | | 4000 | (2) | (2) | Class A common stock | 4000.0 | (2) | 4653175 | D | |
Explanation of Responses: |
(1) | Virtu Financial Units and corresponding shares of Class C Common Stock were distributed to electing employees and then exchanged for shares of Class A Common Stock in accordance with the terms of the Exchange Agreement (as defined in Footnote 2). |
(2) | 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, 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. |
Remarks: By virtue of its relationship with Mr. Vincent Viola, who is the managing member of the reporting person and a director of the Issuer, the reporting person may be deemed to be a director by deputization. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Virtu Employee Holdco LLC C/O VIRTU FINANCIAL, INC. 1633 BROADWAY NEW YORK, NY 10019 | X | X |
| See Remarks |
Signatures
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/s/ Justin Waldie, as Attorney-in-Fact | | 11/10/2021 |
**Signature of Reporting Person | Date |
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