Virtu Financial (VIRT) Form 4 Virtu Financial / Joseph Molluso ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Molluso Joseph

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

1633 BROADWAY

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Virtu Financial, Inc. [ VIRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-President & Co-COO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	02/02/2024		A		22,386	A	(1)	402,068	D
Class A common stock	02/02/2024		F		12,380	D	(2)	389,688	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Unit	(3)	02/02/2024		A		33,578		(4)	(4)	Class A common stock	33,578	$0	122,103	D
Restricted Stock Unit	(3)	02/03/2024		M			8,131	(5)	(5)	Class A common stock	8,131	$0	113,972	D
Restricted Stock Unit	(3)	02/03/2024		M			11,588	(5)	(5)	Class A common stock	11,588	$0	102,384	D
Deferred Stock Unit	(6)	02/03/2024		M		8,131		(7)	(7)	Class A common stock	8,131	$0	55,700	D
Deferred Stock Unit	(6)	02/03/2024		M		11,588		(7)	(7)	Class A common stock	11,588	$0	67,288	D

Explanation of Responses:

1. Shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of $16.9755.

2. 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.

3. 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.

4. The RSUs vest in equal annual installments on February 2, 2025, February 2, 2026, and February 2, 2027.

5. The RSUs vested on February 3, 2024.

6. Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for Restricted Stock Units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan. Each DSU is economically equivalent to one share of Class A common stock.

7. The DSUs credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan on the earlier of: (i) a separation from service, (ii) a specified date, or (iii) a change in control.

Remarks:

	/s/ Justin Waldie, as Attorney-in-Fact	02/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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