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: TJMT Holdings LLC (Director, 10% Owner, See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class D common stock	79610490	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-voting common interest units of Virtu Financial LLC	$		Class B common stock and Class A common stock (79610490)		Direct

Footnotes

F1: Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes 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 D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes 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. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A common stock of the issuer on a one-for-one basis at the discretion of the holder.