Virtu Financial, Inc. — Director's Dealing 2018

Mar 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2018-03-21

Reporting Person: Molluso Joseph (Exec VP & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-21	Restricted Stock Unit	$	A	120000	Acquired		Class A common stock (120000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	43304	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-voting common interest units of Virtu Financial LLC	$		Class A common stock (473907)	473907	Indirect
Option Award	$		Class A common stock (60000)	60000	Direct

Footnotes

F1: Each restricted stock unit ("RSU") is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.

F2: The RSUs vest in three equal installments on March 21, 2019, March 21, 2020 and March 21, 2021.

F3: 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 not expire.

F4: By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.

F5: Each Option Award is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.

F6: 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 Amended and Restated 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019.