Virtu Financial, Inc. — Director's Dealing 2016

Jun 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2015-10-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-12	Class C Common Stock	D	57106	—	Disposed	14801620	Direct
2016-01-05	Class C Common Stock	D	16960	—	Disposed	14784660	Direct
2016-01-29	Class C Common Stock	D	24150	—	Disposed	14760510	Direct
2016-02-26	Class C Common Stock	D	8480	—	Disposed	14752030	Direct
2016-03-18	Class C Common Stock	D	4153	—	Disposed	14747877	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-12	Non-voting common interest units of Virtu Financial LLC	$	D	57106	Disposed		Class A Common Stock (57106)	Direct
2016-01-05	Non-voting common interest units of Virtu Financial LLC	$	D	16960	Disposed		Class A Common Stock (16960)	Direct
2016-01-29	Non-voting common interest units of Virtu Financial LLC	$	D	24150	Disposed		Class A Common Stock (24150)	Direct
2016-02-26	Non-voting common interest units of Virtu Financial LLC	$	D	8480	Disposed		Class A Common Stock (8480)	Direct
2016-03-18	Non-voting common interest units of Virtu Financial LLC	$	D	4153	Disposed		Class A Common Stock (4153)	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. 927,501 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: Shares of Class C Common Stock were repurchased for nominal consideration in connection with the repurchase of Virtu Financial Units held by the reporting person on behalf of a former employee.

F4: Virtu Financial Units and shares of Class C Common Stock were subject to time-based vesting tied to the continued employment of the employees for whom the relevant Virtu Financial Units are held, and were forfeited, in the case of Virtu Financial Units, or cancelled, in the case of the Class C Common Stock, upon the termination of employment of the applicable employee.

F5: 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 no expire.