Virtu Financial, Inc. — Director's Dealing 2019

Jan 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2018-12-31

Reporting Person: Molluso Joseph (Exec VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-31	Class A common stock	M	5775	—	Acquired	5775	Direct
2018-12-31	Class A common stock	F	3074	—	Disposed	2701	Direct
2018-12-31	Class A common stock	M	9373	—	Acquired	12074	Direct
2018-12-31	Class A common stock	F	4989	—	Disposed	7085	Direct
2019-01-23	Class A common stock	M	11240	—	Acquired	18325	Direct
2019-01-23	Class A common stock	F	5982	—	Disposed	12343	Direct
2019-01-23	Class A common stock	A	15764	—	Acquired	28107	Direct
2019-01-23	Class A common stock	F	6568	—	Disposed	21539	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-31	Restricted Stock Unit	$	M	5775	Disposed		Class A common stock (5775)	Direct
2018-12-31	Restricted Stock Unit	$	M	9373	Disposed		Class A common stock (9373)	Direct
2019-01-23	Restricted Stock Unit	$	M	11240	Disposed		Class A common stock (11240)	Direct
2019-01-23	Restricted Stock Unit	$	A	23644	Acquired		Class A common stock (23644)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option Award	$19		Class A common stock (15000)	15000	Direct
Non-voting common interest units of Virtu Financial LLC	$		Class A common stock (473907)	473907	Indirect

Footnotes

F1: Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan.

F2: Shares of Class A common stock withheld by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan.

F3: Shares of Class A common stock granted under the Issuer's 2015 Amended and Restated Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of 26.6447.

F4: Shares of Class A common stock withheld by the Issuer in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of 26.6447.

F5: Each 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.

F6: The RSUs vested in three equal installments on December 31, 2016, December 31, 2017 and December 31, 2018.

F7: The RSUs vest in three equal installments on December 31, 2017, December 31, 2018 and December 31, 2019.

F8: The RSUs vest in three equal installments on January 23, 2019, January 23, 2020 and January 23, 2021.

F9: The RSUs vest in three equal installments on January 23, 2020, January 23, 2021 and January 23, 2022.

F10: Each Option Award was 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.

F11: 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.

F12: 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.

F13: 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.