Virtu Financial Inc.

04/28/2025 | Press release | Distributed by Public on 04/28/2025 17:37

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cifu Douglas A
2. Issuer Name and Ticker or Trading Symbol
Virtu Financial, Inc. [VIRT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O VIRTU FINANCIAL, INC., 1633 BROADWAY 		3. Date of Earliest Transaction (Month/Day/Year)
04/25/2025
(Street)
NEW YORK, NY 10019 		4. If Amendment, Date 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
(City) (State) (Zip)
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 04/25/2025 S 93,708 D $38.4041(1) 493,479 D
Class A common stock 04/25/2025 S 84,612 D $38.7559(2) 408,867 D
Class A common stock 04/28/2025 S 87,807 D $38.6284(3) 321,060 D
Class A common stock 04/28/2025 S 89,754 D $39.1269(4) 231,306 D
Class A common stock 442,755 I See footnote(5)
Class A common stock 114,000 I See footnote(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 (7) (7) (7) Class A common stock 2,830,742 2,830,742 I See footnote(8)
Non-voting common interest units of Virtu Financial LLC (7) (7) (7) Class A common stock 819,804 819,804 I See footnote(6)
Deferred Stock Unit (9) (10) (10) Class A common stock 484,312 484,312 D
Restricted Stock Unit (11) (12) (12) Class A common stock 194,534 194,534 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cifu Douglas A
C/O VIRTU FINANCIAL, INC.
1633 BROADWAY
NEW YORK, NY 10019 		X Chief Executive Officer

Signatures

Justin Waldie, as Attorney-in-Fact 04/28/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.2731 to $38.60, 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 in this footnote and in footnotes 2 to 4 inclusive.
(2) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.6012 to $39.29, inclusive.
(3) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.28 to $38.965, inclusive.
(4) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.97 to $39.29, inclusive.
(5) By a trust, for the benefit of the Cifu Family (the "Cifu Family 2020 Trust"). Melissa L. Cifu, the reporting person's wife, and Dr. Mitchel A. Lautenberg, Ms. Cifu's brother, share dispositive control and voting control over the shares held by the Cifu Family 2020 Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family 2020 Trust by virtue of his relationship with Ms. Cifu.
(6) By the reporting person's spouse, Melissa L. Cifu, as Trustee of the Cifu 2025 GST Trust. The reporting person may be deemed to beneficially own the shares by virtue of his relationship with Mrs. Cifu.
(7) 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.
(8) By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.
(9) Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020. Each DSU is economically equivalent to one share of Class A common stock.
(10) 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.
(11) 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.
(12) The RSUs vest on various vesting dates in 2026, 2027 and 2028.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.