Virtu Financial, Inc. — Director's Dealing 2015

Apr 16, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2015-04-15

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C common stock	9313964	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-voting common interest units of Virtu Financial LLC	$		Class A common stock (9313964)		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: All of the Virtu Financial Units and shares of Class C Common Stock are held by the reporting person for the benefit of certain directors, 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 the 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 to the extent that it does not have any pecuniary interest therein.

F3: Does not include 1,395,644 Virtu Financial Units and a corresponding number of shares of Class C Common Stock. Under the terms of the operative agreement of the reporting person, certain directors, employees and former employees of the Issuer and its consolidated subsidiaries have directed the reporting person to sell such Virtu Financial Units and shares of Class C Common Stock on their behalf, to the Issuer for a purchase price equal to the price paid by the underwriters in the Issuer's initial public offering. These directors, employees and former employees will receive all of the proceeds from the sale and neither the reporting person nor any of its other equityholders will receive any proceeds or any other consideration or benefits in such sale. As a result, the reporting person has no pecuniary interest in such shares.

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 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.