Virtu Financial, Inc. — Director's Dealing 2023

Aug 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2023-07-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-28	Class C common stock	D	39443	—	Disposed	4103537	Direct
2023-08-16	Class C common stock	D	209090	—	Disposed	3894447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-28	Non-voting common interest units of Virtu Financial LLC	$	D	39443	Disposed		Class A common stock (39443.0)	Direct
2023-08-16	Non-voting common interest units of Virtu Financial LLC	$	D	209090	Disposed		Class A common stock (209090.0)	Direct

Footnotes

F1: Virtu Financial Units and corresponding shares of Class C Common Stock were distributed to electing employees and then exchanged for shares of Class A Common Stock in accordance with the terms of the Exchange Agreement (as defined in Footnote 2).

F2: Virtu Financial LLC repurchased Virtu Financial Units held by the reporting person on behalf of one or more former employees or directors, and the corresponding shares of Class C Common Stock were repurchased for nominal consideration.

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, 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: 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 or director upon such person's departure from the Company.