Home/Filings/4/0000950142-25-001056

4//SEC Filing

Viola Michael T 4

Accession 0000950142-25-001056

CIK 0001592386other

View on SEC.gov Company Profile

Filed

Apr 13, 8:00 PM ET

Accepted

Apr 14, 4:07 PM ET

Size

19.4 KB

Accession

0000950142-25-001056

Insider Transaction Report

Form 4

Period: 2025-04-11

Virtu Financial, Inc.VIRT

Viola Teresa

Director10% OwnerOther

Transactions

Exercise/Conversion
Class A common stock
2025-04-11$19.00/sh+693,750$13,181,250→ 693,750 total
Exercise/Conversion
Non-Qualified Stock Option
2025-04-11−693,750
Exercise: $19.00→ Class A common stock (693,750 underlying)

Holdings

Class A common stock
(indirect: See footnote)
3,000,000
Class C common stock
(indirect: See footnote)
216,680
Class D common stock
(indirect: See footnote)
60,091,740
Non-voting common interest units of Virtu Financial LLC
(indirect: See footnote)
→ Class A common stock and Class B common stock (60,091,740 underlying)
60,091,740
Non-voting common interest units of Virtu Financial LLC
(indirect: See footnote)
→ Class A common stock (216,680 underlying)
216,680

Viola Vincent J

Director10% OwnerOther

Transactions

Exercise/Conversion
Non-Qualified Stock Option
2025-04-11−693,750
Exercise: $19.00→ Class A common stock (693,750 underlying)
Exercise/Conversion
Class A common stock
2025-04-11$19.00/sh+693,750$13,181,250→ 693,750 total

Holdings

Non-voting common interest units of Virtu Financial LLC
(indirect: See footnote)
→ Class A common stock (216,680 underlying)
216,680
Class A common stock
(indirect: See footnote)
3,000,000
Class D common stock
(indirect: See footnote)
60,091,740
Class C common stock
(indirect: See footnote)
216,680
Non-voting common interest units of Virtu Financial LLC
(indirect: See footnote)
→ Class A common stock and Class B common stock (60,091,740 underlying)
60,091,740

Viola Michael T

Director10% Owner

Transactions

Exercise/Conversion
Class A common stock
2025-04-11$19.00/sh+693,750$13,181,250→ 693,750 total
Exercise/Conversion
Non-Qualified Stock Option
2025-04-11−693,750
Exercise: $19.00→ Class A common stock (693,750 underlying)

Holdings

Class C common stock
(indirect: See footnote)
216,680
Non-voting common interest units of Virtu Financial LLC
(indirect: See footnote)
→ Class A common stock and Class B common stock (60,091,740 underlying)
60,091,740
Class A common stock
(indirect: See footnote)
3,000,000
Non-voting common interest units of Virtu Financial LLC
(indirect: See footnote)
→ Class A common stock (216,680 underlying)
216,680
Class D common stock
(indirect: See footnote)
60,091,740

TJMT Holdings LLC

Director10% OwnerOther

Transactions

Exercise/Conversion
Class A common stock
2025-04-11$19.00/sh+693,750$13,181,250→ 693,750 total
Exercise/Conversion
Non-Qualified Stock Option
2025-04-11−693,750
Exercise: $19.00→ Class A common stock (693,750 underlying)

Holdings

Class A common stock
(indirect: See footnote)
3,000,000
Class D common stock
(indirect: See footnote)
60,091,740
Non-voting common interest units of Virtu Financial LLC
(indirect: See footnote)
→ Class A common stock (216,680 underlying)
216,680
Class C common stock
(indirect: See footnote)
216,680
Non-voting common interest units of Virtu Financial LLC
(indirect: See footnote)
→ Class A common stock and Class B common stock (60,091,740 underlying)
60,091,740

Footnotes (5)

[F1]On April 11, 2025, Mr. Vincent Viola exercised 693,750 non-qualified stock options initially issued to Mr. Vincent Viola in connection with the initial public offering of the Issuer. The stock options vested in equal annual installments over a period of four years from the grant date and would have expired not later than 10 years from the grant date.
[F2]Held by TJMT Holdings LLC ("TJMT"), a Viola family vehicle over which each of the reporting persons share dispositive control and voting control. Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT.
[F3]Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are paired with an equal number of Virtu Financial Units.
[F4]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.
[F5]Pursuant to the terms of the Exchange Agreement, Virtu Financial Units, together with a corresponding number of shares of Class D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes 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. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder.

Documents

1 file

4
es250615585_4-tjmt.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Virtu Financial, Inc.

CIK 0001592386

→

Entity typeother

Related Parties

filerCIK 0001573310

Filing Metadata

Form type: 4
Filed: Apr 13, 8:00 PM ET
Accepted: Apr 14, 4:07 PM ET
Size: 19.4 KB

View on SEC.gov