| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Virtu Financial, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
928254101 (CUSIP Number) |
02/18/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 928254101 |
| 1 | Names of Reporting Persons Douglas A. Cifu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,278,800.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The Reporting Person may be deemed to beneficially own: (i) the 2,830,742 shares of Class A common stock, par value $0.00001 per share (the "Class A common stock") of Virtu Financial, Inc. (the "Issuer") issuable to DAC Investment LLC at any time upon the exchange of 2,830,742 non-voting common interest units of Virtu Financial LLC (the "Virtu Financial Units") acquired prior to the completion of the Issuer's initial public offering on April 21, 2015 (the "IPO"), and an equal number of shares of Class C common stock, par value $0.00001 per share, of the Issuer held by DAC Investments LLC by virtue of the Reporting Person's ownership of the entity with his spouse; (ii) the 819,804 shares of Class A common stock issuable to the Cifu Family 2011 Trust at any time upon the exchange of the 819,804 Virtu Financial Units acquired prior to the completion of the IPO and an equal number of shares of Class C common stock held by the Cifu Family 2011 Trust, by virtue of the Reporting Person's relationship with his spouse, who shares dispositive control and voting control; (iii) the 442,755 shares of Class A common stock owned by the Cifu Family 2020 Trust, by virtue of the Reporting Person's relationship with his spouse, who holds dispositive and voting control, (iv) 701,187 shares of Class A common stock owned by the Reporting Person, and (v) 484,312 shares of Class A common stock underlying an equal number of vested deferred stock units held by the Reporting Person. Based on (i) 84,976,325 shares of Class A common stock that were issued and outstanding as of December 31, 2024 as reported in the Annual Report on Form 10-K of the Issuer for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on February 21, 2025 (the "2024 Annual Report"), and (ii) 3,650,546 shares of Class A common stock issuable to the Reporting Person upon the exchange of the 3,650,546 Virtu Financial Units and an equal number of shares of Class C common stock held by the Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 928254101 |
| 1 | Names of Reporting Persons DAC Investment LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,830,742.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.22 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Represents 2,830,742 shares of Class A common stock issuable to the Reporting Person at any time upon the exchange of the 2,830,742 Virtu Financial Units acquired prior to the completion of the IPO, and an equal number of shares of Class C common stock held by the Reporting Person. Based on (i) 84,976,325 shares of Class A common stock that were issued and outstanding as of December 31, 2024 as reported in the 2024 Annual Report, and (ii) 2,830,742 shares of Class A common stock issuable to the Reporting Person upon the exchange of the 2,830,742 Virtu Financial Units and an equal number of shares of Class C common stock held by the Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 928254101 |
| 1 | Names of Reporting Persons Cifu Family 2011 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 819,804.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Represents 819,804 shares of Class A common stock issuable to the Reporting Person at any time upon the exchange of the 819,804 Virtu Financial Units and an equal number of shares of Class C common stock acquired by the Reporting Person prior to the completion of the IPO. Based on (i) 84,976,325 shares of Class A common stock that were issued and outstanding as of December 31, 2024 as reported in the 2024 Annual Report, and (ii) 819,804 shares of Class A common stock issuable to the Reporting Person upon the exchange of the 819,804 Virtu Financial Units and an equal number of shares of Class C common stock held by the Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 928254101 |
| 1 | Names of Reporting Persons Cifu Family 2020 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 442,755.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.52 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Based on 84,976,325 shares of Class A common stock that were issued and outstanding as of December 31, 2024 as reported in the 2024 Annual Report.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Virtu Financial, Inc. | |
| (b) | Address of issuer's principal executive
offices: 1633 BROADWAY, NEW YORK, NY, 10019 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is being filed on behalf of each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"):
(1) Douglas A. Cifu, a U.S. citizen
(2) DAC Investment LLC, a Delaware limited liability company
(3) Cifu Family 2011 Trust
(4) Cifu Family 2020 Trust | |
| (b) | Address or principal business office or, if
none, residence: c/o Virtu Financial, Inc.
3835 PGA Blvd, 6th Floor
Palm Beach Gardens, Florida 33410 | |
| (c) | Citizenship: See Row 4 of each Reporting Person's cover page. | |
| (d) | Title of class of securities: Class A Common Stock | |
| (e) | CUSIP No.: 928254101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The response of the Reporting Persons to Row 9 in each of their respective cover pages to this Section 13G is incorporated herein by reference. | |
| (b) | Percent of class: The response of the Reporting Persons to Row 11 in each of their respective cover pages to this Section 13G is incorporated herein by reference. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The response of the Reporting Persons to Row 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Section 13G are incorporated herein by reference.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owners of any securities covered by this Schedule 13G except to the extent of such persons' pecuniary interest in the shares of Class A common stock reported herein, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: See Row 6 of each Reporting Person's cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of each Reporting Person's cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of each Reporting Person's cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 99.1: Joint Filing Agreement, dated as of February 28, 2025.
Exhibit 99.2: Power of Attorney, dated as of February 28, 2025. |