Virtu Financial, Inc. — Director's Dealing 2020

Feb 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2019-12-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-03	Class C common stock	D	5957	—	Disposed	7535196	Direct
2020-01-10	Class C common stock	D	473907	—	Disposed	7061289	Direct
2020-02-12	Class C common stock	D	250420	—	Disposed	6810869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-03	Non-voting common interest units of Virtu Financial LLC	$	D	5957	Disposed		Class A common stock (5957)	Direct
2020-01-10	Non-voting common interest units of Virtu Financial LLC	$	D	473907	Disposed		Class A common stock (473907)	Direct
2020-02-12	Non-voting common interest units of Virtu Financial LLC	$	D	250420	Disposed		Class A common stock (250420)	Direct

Footnotes

F1: 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.

F2: 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 4).

F3: 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 employee's departure from the Company.

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.