Virtu Financial, Inc. — Director's Dealing 2018

May 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2018-05-15

Reporting Person: TJMT Holdings LLC (Director, 10% Owner, See Remarks)
Reporting Person: Viola Michael T (Director, 10% Owner)
Reporting Person: Viola Teresa (Director, 10% Owner, See Remarks)
Reporting Person: Viola Vincent J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-15	Class A common stock	S	1000000	$27.16	Disposed	0	Indirect
2018-05-15	Class D common stock	D	10518750	—	Disposed	69091740	Indirect
2018-05-15	Class A common stock	M	2081250	$19.00	Acquired	2281250	Direct
2018-05-15	Class A common stock	S	2281250	$27.16	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Non-voting common interest units of Virtu Financial LLC	$	D	10518750	Disposed		Class B common stock and Class A common stock (10518750)	Indirect
2018-05-15	Option Award	$19.00	M	2081250	Disposed		Class A common stock (2081250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	8097	Direct

Footnotes

F1: This sale was made as part of a public offering (the "Public Offering") of an aggregate of 17,250,000 of Class A common stock of the Issuer ("Class A Common Stock") by the Issuer and certain selling stockholders, including Mr. Vincent Viola and TJMT Holdings LLC ("TJMT").

F2: Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which the reporting persons share dispositive control and voting control. Mr. Vincent Viola has an indirect interest in the securities held by TJMT by virtue of his spouse's dispositive and voting control over TJMT.

F3: 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 paired with an equal number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units").

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 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 on a one-for-one basis at the discretion of the holder.

F5: As part of the Public Offering, the Issuer sold 10,518,750 shares of Class A Common Stock and used the net proceeds to purchase an equal number of Virtu Financial Units and corresponding shares of Class D Common Stock from TJMT. The purchase price per Virtu Financial Unit and share of Class D Common Stock was $28.00 with TJMT being responsible for the underwriting discount per share paid by the Issuer to the underwriters in the Public Offering with respect to 10,518,750 shares of Class A Common Stock sold by the Issuer (or a net price of $27.16).

F6: Directly owned by Mr. Vincent Viola.

F7: Directly owned by Mr. Michael Viola.

F8: Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A Common Stock.

F9: Options Awards vest in equal installments on each of the first four (4) anniversaries of April 15, 2015. Any fractional Option Award resulting from the application of the vesting schedule under the 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019.