Virtu Financial (VIRT) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Virtu Employee Holdco LLC

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

900 THIRD AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Virtu Financial, Inc. [ VIRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	02/16/2016		D		8,480	D	(1)	14,739,397	D
Class C Common Stock	09/22/2016		D		1,100,668	D	(2)	13,638,729	D
Class C Common Stock	01/20/2017		D		8,481	D	(1)	13,630,248	D
Class C Common Stock	02/06/2017		D		656,965	D	(3)	12,966,047	D
Class C Common Stock	02/10/2017		D		4,240	D	(1)	12,961,807	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-voting common interest units of Virtu Financial LLC	(4)	02/16/2016		D		8,480		(4)	(4)	Class A Common Stock	8,480	(1)	14,739,397	D
Non-voting common interest units of Virtu Financial LLC	(4)	09/22/2016		D		1,100,668		(4)	(4)	Class A Common Stock	1,100,668	(2)	13,638,729	D
Non-voting common interest units of Virtu Financial LLC	(4)	01/20/2017		D		8,481		(4)	(4)	Class A Common Stock	8,481	(1)	13,630,248	D
Non-voting common interest units of Virtu Financial LLC	(4)	02/06/2017		D		656,965		(4)	(4)	Class A Common Stock	656,965	(3)	12,966,047	D
Non-voting common interest units of Virtu Financial LLC	(4)	02/10/2017		D		4,240		(4)	(4)	Class A Common Stock	4,240	(1)	12,961,807	D

Explanation of Responses:

1. Non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") and shares of Class C common stock of the Issuer ("Class C Common Stock") were subject to time-based vesting tied to the continued employment of the employees for whom the relevant Virtu Financial Units are held, and were forfeited, in the case of Virtu Financial Units, or cancelled, in the case of the Class C Common Stock, upon the termination of employment of the applicable employee.

2. In connection with the offering of 1,103,668 shares of Class A common stock of the Issuer ("Class A Common Stock") by the Issuer, the same number of Virtu Financial Units held by the reporting person on behalf of various current and former employees were repurchased by the Issuer with the proceeds of the offering for $15.65 per Virtu Financial Unit, and the corresponding shares of Class C Common Stock were repurchased for nominal consideration.

3. 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).

4. 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.

	/s/ Justin Waldie	02/14/2017
	** Signature of Reporting Person	Date
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