Virtu Financial
Virtu Financial, Inc. (Form: 4, Received: 02/14/2017 15:53:42)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Virtu Employee Holdco LLC
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)
(Last)          (First)          (Middle)

C/O VIRTU FINANCIAL, INC., 900 THIRD AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2016
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/16/2016     D    8480   D   (1) 14739397   D    
Class C Common Stock   9/22/2016     D    1100668   D   (2) 13638729   D    
Class C Common Stock   1/20/2017     D    8481   D   (1) 13630248   D    
Class C Common Stock   2/6/2017     D    656965   D   (3) 12966047   D    
Class C Common Stock   2/10/2017     D    4240   D   (1) 12961807   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 2/16/2016     D      8480         (4)   (4) Class A Common Stock   8480     (1) 14739397   D    
Non-voting common interest units of Virtu Financial LLC     (4) 9/22/2016     D      1100668         (4)   (4) Class A Common Stock   1100668     (2) 13638729   D    
Non-voting common interest units of Virtu Financial LLC     (4) 1/20/2017     D      8481         (4)   (4) Class A Common Stock   8481     (1) 13630248   D    
Non-voting common interest units of Virtu Financial LLC     (4) 2/6/2017     D      656965         (4)   (4) Class A Common Stock   656965     (3) 12966047   D    
Non-voting common interest units of Virtu Financial LLC     (4) 2/10/2017     D      4240         (4)   (4) Class A Common Stock   4240     (1) 12961807   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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Virtu Employee Holdco LLC
C/O VIRTU FINANCIAL, INC.
900 THIRD AVENUE
NEW YORK, NY 10022
X X


Signatures
/s/ Justin Waldie 2/14/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.