Virtu Financial, Inc. — Director's Dealing 2018

Apr 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2017-09-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-11	Class C Common Stock	D	21298	—	Disposed	12282941	Direct
2017-09-11	Class C Common Stock	D	42595	—	Disposed	12240346	Direct
2017-11-02	Class C Common Stock	D	133656	—	Disposed	12106690	Direct
2017-11-16	Class C Common Stock	D	209448	—	Disposed	11897242	Direct
2017-12-12	Class C Common Stock	D	120880	—	Disposed	11776362	Direct
2018-02-18	Class C Common Stock	D	372260	—	Disposed	11404102	Direct
2018-02-28	Class C Common Stock	D	375000	—	Disposed	11029102	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-11	Non-voting common interest units of Virtu Financial LLC	$	D	21298	Disposed		Class A Common Stock (21298)	Direct
2017-09-11	Non-voting common interest units of Virtu Financial LLC	$	D	42595	Disposed		Class A Common Stock (42595)	Direct
2017-11-02	Non-voting common interest units of Virtu Financial LLC	$	D	133656	Disposed		Class A Common Stock (133656)	Direct
2017-11-16	Non-voting common interest units of Virtu Financial LLC	$	D	209448	Disposed		Class A Common Stock (209448)	Direct
2017-12-12	Non-voting common interest units of Virtu Financial LLC	$	D	120880	Disposed		Class A Common Stock (120880)	Direct
2018-02-18	Non-voting common interest units of Virtu Financial LLC	$	D	372260	Disposed		Class A Common Stock (372260)	Direct
2018-02-18	Non-voting common interest units of Virtu Financial LLC	$	D	375000	Disposed		Class A Common Stock (375000)	Direct

Footnotes

F1: 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.

F2: Virtu Financial LLC repurchased Virtu Financial Units held by the reporting person on behalf of one or more former employees, 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 3).

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.

F5: Pursuant to the terms of Virtu Financial LLC's operating agreement, Virtu Financial LLC may repurchase Virtu Financial units held by the reporting person on behalf of an employee upon the employees departure from the Company.