Virtu Financial, Inc. — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2016-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-16	Class C Common Stock	D	8480	—	Disposed	14739397	Direct
2016-09-22	Class C Common Stock	D	1100668	—	Disposed	13638729	Direct
2017-01-20	Class C Common Stock	D	8481	—	Disposed	13630248	Direct
2017-02-06	Class C Common Stock	D	656965	—	Disposed	12966047	Direct
2017-02-10	Class C Common Stock	D	4240	—	Disposed	12961807	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Non-voting common interest units of Virtu Financial LLC	$	D	8480	Acquired		Class A Common Stock (8480)	Direct
2016-09-22	Non-voting common interest units of Virtu Financial LLC	$	D	1100668	Acquired		Class A Common Stock (1100668)	Direct
2017-01-20	Non-voting common interest units of Virtu Financial LLC	$	D	8481	Acquired		Class A Common Stock (8481)	Direct
2017-02-06	Non-voting common interest units of Virtu Financial LLC	$	D	656965	Acquired		Class A Common Stock (656965)	Direct
2017-02-10	Non-voting common interest units of Virtu Financial LLC	$	D	4240	Acquired		Class A Common Stock (4240)	Direct

Footnotes

F1: Non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") and shares of Class C common stock of the Issuer ("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.

F2: In connection with the offering of 1,103,668 shares of Class A common stock of the Issuer ("Class A Common Stock") by the Issuer, the same number of Virtu Financial Units held by the reporting person on behalf of various current and former employees were repurchased by the Issuer with the proceeds of the offering for $15.65 per Virtu Financial Unit, and the corresponding shares of Class C Common Stock were repurchased for nominal consideration.

F3: Virtu Financial Units and corresponding shares of Class C Common Stock were distributed to electing employees and then exchanged for the same number of shares of Class A Common Stock in accordance with the terms of the Exchange Agreement (as defined in Footnote 4).

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, 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.