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: Cifu Douglas A (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-21	Class C common stock	A	300197	—	Acquired	2830742	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	300197	Acquired		Class A common stock (300197)	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, 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: 300,197 Virtu Financial Units vested upon the completion of the Issuer's initial public offering. 100,066 Virtu Financial Units remain subject to time-based vesting conditions.