Viola Teresa Form 4 Virtu Financial / Vincent J Viola ownership change

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^*

TJMT Holdings LLC

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

900 3RD 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
X	Officer (give title below)	X	Other (specify below)
See Viola, Vincent J. / See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2017

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

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

	Form filed by One Reporting Person
X	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 A common stock	01/10/2017		P(1)		1,700	A	$16	509,640	I	See footnote(2)
Class A common stock	01/12/2017		P(1)		7,844	A	$15.9898(3)	519,228	I	See footnote(2)
Class A common stock	04/05/2017		P(1)		41,584	A	$15.9652(4)	655,458	I	See footnote(2)
Class A common stock	04/06/2017		P(1)		50,000	A	$15.8623(5)	705,458	I	See footnote(2)
Class A common stock	04/07/2017		P(1)		50,000	A	$15.7797(6)	755,458	I	See footnote(2)
Class A common stock								200,000	D(7)
Class A common stock								5,752	D(8)

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

1. Name and Address of Reporting Person^*

TJMT Holdings LLC

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

900 3RD AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viola Michael T

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC., 900 THIRD AVE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viola Teresa

(Last) (First) (Middle)

C/O VIRTU FINANCIAL, INC.

900 3RD AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viola Vincent J

(Last) (First) (Middle)

900 THIRD AVENUE

(Street)

NEW YORK NY 10022-1010

(City) (State) (Zip)

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 Plan adopted by TJMT Holdings LLC on November 10, 2016 which provides for the purchase of up to 1,000,000 shares of Class A Common Stock. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.

2. Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities acquired by TJMT Holdings LLC, a Viola family vehicle over which the reporting persons shares dispositive control and voting control. Mr. Vincent Viola has an indirect interest in the securities acquired by TJMT Holdings LLC by virtue of his spouse's dispositive and voting control over TJMT Holdings LLC.

3. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $15.95 to $16.00, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $15.90 to $16.00, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $15.70 to $16.00, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

6. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $15.65 to $16.00, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

7. Directly owned by Mr. Vincent Viola.

8. Directly owned by Mr. Michael Viola.

Remarks:

By virtue of relationship with Mr. Vincent Viola, a director of the Issuer, Mrs. Teresa Viola and TJMT Holdings LLC may each be deemed to be a director by deputization.

	/s/ Justin Waldie, as Attorney-in-Fact for TJMT Holdings LLC	04/07/2017
	/s/ Justin Waldie, as Attorney-in-Fact for Michael Viola	04/07/2017
	/s/ Justin Waldie, as Attorney-in-Fact for Teresa Viola	04/07/2017
	/s/ Justin Waldie, as Attorney-In-Fact for Vincent Viola	04/07/2017
	** Signature of Reporting Person	Date
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