Virtu Financial, Inc. — Director's Dealing 2015

Apr 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2015-04-21

Reporting Person: Virtu Employee Holdco LLC (Director, 10% Owner, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-21	Class C common stock	A	5544762	—	Acquired	14858726	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-21	Non-voting common interest units of Virtu Financial LLC	$	A	5544762	Acquired		Class A common stock (5544762)	Direct

Footnotes

F1: Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held.

F2: 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 ("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.

F3: All of the Virtu Financial Units and shares of Class C Common Stock are held by the reporting person for the benefit of certain employees and former employees of the Issuer and its consolidated subsidiaries. 3,540,709 Virtu Financial Units held by the reporting person are subject to time-based vesting tied to the continued employment of the employees for whom the relevant Virtu Financial Units are held. The reporting person disclaims beneficial ownership over the Virtu Financial Units and shares of Class C Common Stock held by it to the extent that it does not have any pecuniary interest therein.

F4: 5,544,762 Virtu Financial Units (and corresponding shares of Class C Common Stock) held for the benefit of certain employees of the Issuer and consolidated subsidiaries vested upon completion of the Issuer's initial public offering.