VIRT Form 3: Aaron Wyatt Simons Reports 95K RSUs and 520K LLC Units
Rhea-AI Filing Summary
Aaron Wyatt Simons, identified as a Director and Chief Executive Officer of Virtu Financial, reports a mix of direct and derivative holdings. He directly owns 93 Class A shares, holds 95,243 restricted stock units (each a contingent right to one Class A share), and has an indirect interest in 520,184 Virtu Financial LLC units held through Virtu Employee Holdco LLC that are exchangeable one-for-one into Class A shares under the Exchange Agreement; he disclaims beneficial ownership of units held by the Holdco except to the extent of his pecuniary interest.
Positive
- Clear officer/director disclosure: Reporting person identified as both Chief Executive Officer and a Director.
- Substantial convertible economic interest: 520,184 Virtu Financial LLC units are exchangeable one-for-one into Class A shares under the Exchange Agreement.
- Significant RSU holdings: 95,243 restricted stock units representing contingent rights to Class A shares with specified vesting schedules.
Negative
- Minimal direct voting shares: Only 93 Class A shares are directly owned, limiting immediate voting power from direct holdings.
- Indirect holdings held through employee vehicle: Units are held via Virtu Employee Holdco LLC and the reporting person disclaims beneficial ownership except for pecuniary interest, which may reduce direct control.
Insights
TL;DR: Routine Form 3 shows CEO/director economic exposure to ~615k+ shares primarily via RSUs and exchangeable LLC units; disclosure is standard.
The filing discloses specific holdings: 93 directly owned Class A shares, 95,243 RSUs (contingent rights to Class A shares) and 520,184 Virtu Financial LLC units that are exchangeable one-for-one into Class A shares. The sizeable indirect position is held through Virtu Employee Holdco LLC and the reporting person expressly disclaims beneficial ownership of units held by that vehicle except for his pecuniary interest. This is a standard initial beneficial ownership disclosure for an officer/director and provides clear detail on the composition and convertibility of the reported interests.
TL;DR: Officer and director ownership is disclosed with a mix of direct shares, time-based RSUs and exchangeable LLC units; governance impact is limited until exchanges or vesting occur.
The record shows leadership transparency by reporting both direct and derivative positions. The RSUs represent contingent rights to shares with specified vesting tranches, while the 520,184 LLC units carry perpetual exchange rights into voting Class A shares at the holder's discretion. Because many shares are in the form of RSUs or indirect units held in a collective employee vehicle, actual voting control from these holdings is constrained until vesting or exchange actions are taken; the reporting person also disclaims beneficial ownership of units held by the employee holding vehicle except for pecuniary interest, which is an important governance detail.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Non-voting common interest units of Virtu Financial LLC | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
Footnotes (1)
- Includes (i) 11,588 RSUs granted on February 3, 2023 that vest on February 3, 2026, (ii) 61,063 RSUs granted on February 2, 2024 that vest as to 37,500 on January 31, 2026, 11,782 on February 2, 2026 and 11,781 on February 2, 2027; and (iii) 22,592 RSUs granted on February 4, 2025 that vest as to 7,531 on each of February 4, 2026 and February 4, 2027, and 7,530 on February 4, 2028. Each RSU was 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. 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. By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.
