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Filing Details

Accession Number:: 0000950142-18-001173
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-05-16 19:00:23
Reporting Period:: 2018-05-15

Accepted Time:: 2018-05-16 19:00:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1592386	Virtu Financial Inc.	VIRT	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1573310	T Michael Viola	C/O Virtu Financial, Inc. 300 Vesey Street New York NY 10282	Yes	No	Yes	No
1573350	J Vincent Viola	C/O Virtu Financial, Inc. 300 Vesey Street New York NY 10282	Yes	No	Yes	No
1602512	Tjmt Holdings Llc	C/O Virtu Financial, Inc. 300 Vesey Street New York NY 10282	Yes	No	Yes	Yes
1602918	Teresa Viola	C/O Virtu Financial, Inc. 300 Vesey Street New York NY 10282	Yes	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2018-05-15	1,000,000	$27.16	0	No	4	S	Indirect	See footnote
Class D Common Stock	Disposition	2018-05-15	10,518,750	$0.00	69,091,740	No	4	D	Indirect	See footnote
Class A Common Stock	Acquisiton	2018-05-15	2,081,250	$19.00	2,281,250	No	4	M	Direct
Class A Common Stock	Disposition	2018-05-15	2,281,250	$27.16	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	D	Indirect	See footnote
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock And Class A Common Stock	Non-voting common interest units of Virtu Financial LLC	Disposition	2018-05-15	10,518,750	$0.00	10,518,750	$0.00
Class A Common Stock	Option Award	Disposition	2018-05-15	2,081,250	$0.00	2,081,250	$19.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
69,091,740			No	4	D	Indirect
693,750			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	8,097	Direct

Footnotes

This sale was made as part of a public offering (the "Public Offering") of an aggregate of 17,250,000 of Class A common stock of the Issuer ("Class A Common Stock") by the Issuer and certain selling stockholders, including Mr. Vincent Viola and TJMT Holdings LLC ("TJMT").
Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which the reporting persons share dispositive control and voting control. Mr. Vincent Viola has an indirect interest in the securities held by TJMT by virtue of his spouse's dispositive and voting control over TJMT.
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").
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.
As part of the Public Offering, the Issuer sold 10,518,750 shares of Class A Common Stock and used the net proceeds to purchase an equal number of Virtu Financial Units and corresponding shares of Class D Common Stock from TJMT. The purchase price per Virtu Financial Unit and share of Class D Common Stock was $28.00 with TJMT being responsible for the underwriting discount per share paid by the Issuer to the underwriters in the Public Offering with respect to 10,518,750 shares of Class A Common Stock sold by the Issuer (or a net price of $27.16).
Directly owned by Mr. Vincent Viola.
Directly owned by Mr. Michael Viola.
Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A Common Stock.
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.