4//SEC Filing
Fairclough Brett 4
Accession 0001592386-25-000020
CIK 0001592386other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 9:42 PM ET
Size
22.2 KB
Accession
0001592386-25-000020
Insider Transaction Report
Form 4
Fairclough Brett
Co-President & Co-COO
Transactions
- Tax Payment
Class A common stock
2025-01-31−11,063→ 117,186 total - Exercise/Conversion
Class A common stock
2025-02-02+11,193→ 147,394 total - Exercise/Conversion
Restricted Stock Unit
2025-02-02−11,193→ 91,191 total→ Class A common stock (11,193 underlying) - Tax Payment
Class A common stock
2025-01-31−18,485→ 136,201 total - Award
Class A common stock
2025-01-31+37,500→ 154,686 total - Exercise/Conversion
Class A common stock
2025-01-31+37,500→ 128,249 total - Tax Payment
Class A common stock
2025-02-02−4,722→ 142,672 total - Exercise/Conversion
Restricted Stock Unit
2025-01-31−37,500→ 64,884 total→ Class A common stock (37,500 underlying) - Award
Restricted Stock Unit
2025-01-31+37,500→ 102,384 total→ Class A common stock (37,500 underlying)
Holdings
- 10,930(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
→ Class A common stock (10,930 underlying)
Footnotes (12)
- [F1]37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2023 and vested and settled in shares of Class A common stock on January 31, 2025. The RSUs were granted under the Issuer's Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
- [F10]RSUs vest in three equal annual installments on February 2, 2025, February 2, 2026 and February 2, 2027.
- [F11]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.
- [F12]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.
- [F2]Shares of Class A common stock withheld for tax by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan.
- [F3]37,500 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2024. The shares are granted under the Issuer's Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
- [F4]Shares of Class A common stock withheld for tax by the Issuer in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan
- [F5]Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan.
- [F6]The RSUs vested January 31, 2025.
- [F7]37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2024 . The RSUs were granted under the Issuer's Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Brett Fairclough.
- [F8]The RSUs vest January 31, 2026.
- [F9]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.
Documents
Issuer
Virtu Financial, Inc.
CIK 0001592386
Entity typeother
Related Parties
1- filerCIK 0001788170
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 9:42 PM ET
- Size
- 22.2 KB