Virtu Financial, Inc. — Director's Dealing 2021

May 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2021-05-13

Reporting Person: Fairclough Brett (Co-President & Co-COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-13	Class A common stock	S	50000	$28.8471	Disposed	27980	Direct
2021-05-13	Class A common stock	M	75000	$19	Acquired	102980	Direct
2021-05-13	Class A common stock	S	75000	$28.8482	Disposed	27980	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-13	Option Award	$19.0	M	75000	Disposed		Class A common stock (75000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-voting common interest units of Virtu Financial LLC	$		Class A common stock (10930.0)	10930	Indirect
Restricted Stock Unit	$		Class A common stock (51970.0)	51970	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.68 to $28.93, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission ("SEC"), to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F2: Amount does not reflect shares of Class A common stock associated with performance awards unless and until earned and vested.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.68 to $28.9350, inclusive. The reporting person undertakes to provide to the staff of the SEC, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4: Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of a Class A common stock of the Issuer.

F5: Options Awards vested in equal installments on each of the first four (4) anniversaries of April 15, 2015.

F6: 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.

F7: 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.

F8: 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.

F9: The RSUs vest in three installments on February 1, 2022, February 1, 2023, and February 1, 2024.