Virtu Financial, Inc. — Director's Dealing 2019

May 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2019-05-17

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
2019-05-17	Class D common stock	D	9000000	—	Disposed	60091740	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-17	Non-voting common interest units of Virtu Financial LLC	$	D	9000000	Disposed		Class B common stock and Class A common stock (9000000)	Indirect

Footnotes

F1: 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").

F2: 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.

F3: The Issuer sold 9,000,000 shares of Class A common stock of the Issuer ("Class A Common Stock") in a public offering and used the net proceeds to purchase an equal number of Virtu Financial Units and corresponding shares of Class D Common Stock from TJMT Holdings LLC ("TJMT"). The purchase price per Virtu Financial Unit and share of Class D Common Stock was $22.00, the same price per share received by the Issuer from the underwriters in the public offering.

F4: Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which each of the reporting persons share dispositive control and voting control.