What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-28 · 72 added, 103 removed, 168 unchanged (51% of the section changed)

25 unchanged sentences

Based on this assessment, management determined that as of December 31, 2020, internal control over financial reporting is effective.

We acquired ITG, Inc.

(“ITG”) on March 1, 2019, and have not yet included ITG in our assessment of the effectiveness of our internal control over financial reporting.

SEC staff guidance permits a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition was completed.

As of December 31, 2019, ITG accounted for $769.1 million of our total assets, and a loss of $61.8 million of our total net loss for the year end December 31, 2019.

PricewaterhouseCoopers LLP has audited our internal control over financial reporting as of December 31, 2020;

20 unchanged sentences

For the limited purpose of providing the information necessary to comply with this Item 14, the 2021 Proxy Statement is incorporated herein by this reference.

Exhibit Number

Exhibit Number Description

2.1 Reorganization Agreement, dated April 15, 2015, by and among Virtu Financial, Inc., Virtu Financial Merger Sub LLC, Virtu Financial Intermediate Holdings LLC, Virtu Financial Merger Sub II LLC, Virtu Financial Intermediate Holdings II LLC, Virtu Financial LLC, VFH Parent LLC, SLP Virtu Investors, LLC, SLP III EW Feeder I, L.P., SLP III EW Feeder II, L.P., Silver Lake Technology Associates III, L.P., SLP III EW Feeder LLC, Havelock Fund Investments Pte Ltd., Wilbur Investments LLC, VV Investment LLC, Virtu East MIP LLC, Virtu Employee Holdco LLC, TJMT Holdings LLC (f/k/a Virtu Holdings LLC), Virtu Financial Holdings LLC and the Other Class A Members named therein (incorporated herein by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q, as amended (File No.

21 unchanged sentences

001-37352), filed on May 29, 2015).

Description of the Capital Stock

4.1 Description of the Capital Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020.

10.1† Virtu Financial, Inc.

6 unchanged sentences

333-194473) filed on February 20, 2015).

Employment Agreement, dated as of August 7, 2013, by and between Virtu Financial, Inc.

Joseph Molluso (incorporated herein by reference to Exhibit 10.23 to the Company’s Amendment No.

1 to Form S-1 Registration Statement (File No.

333-194473) filed on March 26, 2014)

10.4*† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Form Employee Restricted Stock Unit and Common Stock Award Agreement.

10.5† Amended and Restated Employment Agreement, dated as of November 15, 2017, by and between Virtu Financial, Inc.

1 unchanged sentence

001-37352) filed on March 13, 2018).

Virtu Financial, Inc.

2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of December 31, 2015, by and between Virtu Financial, Inc.

and Joseph Molluso (incorporated herein by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q, (File No.

001-37352) filed on August 9, 2017).

Virtu Financial, Inc.

2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of December 31, 2016, by and between Virtu Financial, Inc.

and Joseph Molluso (incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on August 9, 2017).

Virtu Financial, Inc.

2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 23, 2018, by and between Virtu Financial, Inc.

and Joseph Molluso (incorporated herein by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K (File No.

001-37352) filed on March 13, 2018).

10.6† Employment Agreement, dated as of August 7, 2020, by and between Virtu Financial Operating LLC and Sean Galvin (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 6, 2020.

10.7† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 23, 2019, by and between Virtu Financial, Inc.

and Joseph Molluso (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of August 12, 2020, by and between Virtu Financial, Inc.

and Sean Galvin (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 6, 2020 .

10.8† Employment Agreement, dated as of April 30, 2020, by and between Virtu Financial Operating LLC and Joseph Molluso (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 11, 2020 .

Virtu Financial, Inc.

2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 23, 2018, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K (File No.

001-37352) filed on March 31, 2018).

Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 2, 2018, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K (File No.

001-37352) filed on March 13, 2018).

10.9 Amendment No.

2 dated March 2, 2020 to Credit Agreement, dated March 1, 2019, among Virtu Financial LLC, as Holdings, Impala Borrower LLC, as Acquisition Borrower, VFH Parent LLC, as Refinancing Borrower, the Lenders, Issuing Banks and Swingline Lender Party Hereto, and Jefferies Finance LLC, as Administrative Agent, and Jefferies Finance LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 11, 2020 .

10.10 Loan Agreement Dated as of March 20, 2020 among Virtu Americas LLC, the Lenders from time to time party hereto and TJMT Holdings LLC, as Administrative Agent (incorporated herein by reference to Exhibit 99.19 to the Form 13D/A (File No.

005-89306) filed by TJMT Holdings LLC on March 23, 2020).

10.11 Class A Common Stock Purchase Warrant Dated as of March 20, 2020 issued by Virtu Financial, Inc.

in favor of TJMT Holdings LLC (incorporated herein by reference to Exhibit 99.20 to the Form 13D/A (File No.

005-89306) filed by TJMT Holdings LLC on March 23, 2020).

10.12 Stockholders Agreement, dated as of April 15, 2015, by and among Virtu Financial, Inc.

35 unchanged sentences

001-37352), filed on March 13, 2018).

Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Agreement, dated as of March 21, 2018, by and between Virtu Financial, Inc.

and Joseph Molluso (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352), filed on May 7, 2018).

10.26 Amendment No.

2 unchanged sentences

001-37352), filed on May 15, 2018).

Amendment No.

1 to Amended and Restated Lock-up Waivers Agreement, dated May 10, 2018, by and among Virtu Financial, Inc., TJMT Holdings LLC, Mr.

Vincent Viola, Havelock Fund Investments Pte Ltd, Aranda Investments Pte.

Ltd., North Island Holdings I, LP and the stockholders named therein (incorporated herein by reference to Exhibit 99.8 to the Report on Schedule 13D of Vincent Viola (File No.

005-89306), filed on May 15, 2018).

Credit Agreement, dated March 1, 2019, among Virtu Financial LLC, as Holdings, Impala Borrower LLC, as Acquisition Borrower, VFH Parent LLC, as Refinancing Borrower, the Lenders, Issuing Banks and Swingline Lender Partry Hereto, and Jefferies Finance LLC, as Administrative Agent, and Jefferies Finance LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 10, 2019).

10.27† Amended and Restated Employment Agreement, dated as of February 26, 2020, by and between Virtu Financial, Inc.

Brett Fairclough (incorporated herein by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.28† Amended and Restated Employment Agreement, dated as of February 26, 2020, by and between Virtu Financial, Inc.

Stephen Cavoli (incorporated herein by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.29† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 23, 2019, by and between Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 10, 2019).

Cifu (incorporated herein by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.30† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 23, 2019, by and between Virtu Financial, Inc.

and Stephen Cavoli (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 10, 2019).

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

and Brett Fairclough (incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.31† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

and Stephen Cavoli (incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.32† Investment Technology Group, Inc.

2007 Omnibus Equity Compensation Plan, Amended and Restated Effective June 8, 2017 (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No.

333-230012) filed on March 1, 2019).

10.33*† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Common Stock Award Agreement, dated as of February 1, 2021, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 10, 2019).

Amendment No.

1 dated October 9, 2019 to Credit Agreement, dated March 1, 2019, among Virtu Financial LLC, as Holdings, Impala Borrower LLC, as Acquisition Borrower, VFH Parent LLC, as Refinancing Borrower, the Lenders, Issuing Banks and Swingline Lender Party Hereto, and Jefferies Finance LLC, as Administrative Agent, and Jefferies Finance LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-37352), filed on November 7, 2019).

Letter agreements dated April 17, 2019, July 3, 2019 and September 3, 2019 between Virtu Financial Operating LLC and Brett Fairclough (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 8, 2019).

Employment Agreement, dated as of August 31, 2019, by and between Virtu Financial Operating LLC and Alex Ioffe (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 8, 2019).

10.34*† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 23, 2018, by and between Virtu Financial, Inc.

and Brett Fairclough (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 8, 2019).

2015 Amended and Restated Management Incentive Plan Restricted Stock Unit and Common Stock Award Agreement, dated as of February 1, 2021, by and between Virtu Financial, Inc.

and Douglas A.

10.35*† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 23, 2019, by and between Virtu Financial, Inc.

and Brett Fairclough (incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 8, 2019).

2015 Amended and Restated Management Incentive Plan Restricted Stock Unit Award Agreement, dated as of June 22, 2020, by and between Virtu Financial, Inc.

and Joseph Molluso.

10.36*† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Agreement, dated as of October 2, 2019, by and between Virtu Financial, Inc.

and Alex Ioffe (incorporated herein by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on November 8, 2019).

Amended and Restated Employment Agreement, dated as of February 26, 2020, by and between Virtu Financial, Inc.

Brett Fairclough.

Amended and Restated Employment Agreement, dated as of February 26, 2020, by and between Virtu Financial, Inc.

Stephen Cavoli.

2015 Amended and Restated Management Incentive Plan Restricted Stock Award Award Agreement, dated as of June 22, 2020, by and between Virtu Financial, Inc.

and Joseph Molluso.

10.37*† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

and Douglas A.

2015 Amended and Restated Management Incentive Plan Restricted Stock Unit and Common Stock Award Agreement, dated as of February 1, 2021, by and between Virtu Financial, Inc.

and Joseph Molluso.

10.38*† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Restricted Stock Unit and Common Stock Award Agreement, dated as of February 1, 2021, by and between Virtu Financial, Inc.

and Brett Fairclough.

10.39*† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Employee Restricted Stock Award Agreement, dated as of February 27, 2020, by and between Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Restricted Stock Unit and Common Stock Award Agreement, dated as of February 1, 2021, by and between Virtu Financial, Inc.

and Stephen Cavoli.

Separation Agreement by and between Joseph Molluso and Virtu Financial Operating LLC and Virtu Financial, Inc., dated as of September 3, 2019

Investment Technology Group, Inc.

2007 Omnibus Equity Compensation Plan, Amended and Restated Effective June 8, 2017 (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No.

333-230012) filed on March 1, 2019).

10.40*† Virtu Financial, Inc.

Deferred Compensation Plan

21.1* Subsidiaries of Virtu Financial, Inc.

Consent of Deloitte & Touche LLP.

23.1* Consent of PricewaterhouseCoopers LLP.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

XBRL Taxonomy Extension Definition Document

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema

101.CAL* XBRL Taxonomy Extension Calculation Linkbase

101.LAB* XBRL Taxonomy Extension Label Linkbase

101.PRE* XBRL Taxonomy Extension Presentation Linkbase

101.DEF* XBRL Taxonomy Extension Definition Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3 unchanged sentences

Virtu Financial, Inc.

February 28, 2020

February 25, 2021 By:

/s/ Douglas A.

Chief Executive Officer

February 28, 2020

/s/ Alex Ioffe

February 25, 2021 By:

Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas A.

Cifu and Alex Ioffe, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Cifu and Sean P.

Galvin, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 25, 2021.

Signature Title

/s/ Douglas A.

Chief Executive Officer

Cifu Chief Executive Officer

(Principal Executive Officer) and Director

/s/ Alex Ioffe

Chief Financial Officer

Galvin Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Robert Greifeld

Chairman of the Board of Directors

/s/ Robert Greifeld Chairman of the Board of Directors

Robert Greifeld

/s/ Vincent Viola

Chairman Emeritus and Director

/s/ Vincent Viola Chairman Emeritus and Director

Vincent Viola

/s/ William F.

/s/ Virginia Gambale

/s/ Virginia Gambale Director

Virginia Gambale

/s/ Joseph J.

/s/ Glenn Hutchins

/s/ Glenn Hutchins Director

Glenn Hutchins

/s/ Christopher Quick

Nixon Director

/s/ Christopher Quick Director

Christopher Quick

/s/ David Urban

Sandner Director

/s/ David Urban Director

/s/ Michael T.

Viola Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures