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Filing Details

Accession Number:: 0000899243-15-008446
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-11-18 19:44:25
Reporting Period:: 2015-11-18

Filing Date:: 2015-11-18
Accepted Time:: 2015-11-18 19:44:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1592386	Virtu Financial Inc.	VIRT	Security Brokers, Dealers & Flotation Companies (6211)	320420206

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1603955	Joseph Osnoss	C/O Silver Lake, 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025		Yes	No	No	No

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 C Common Stock	Disposition	2015-11-18	3,100,579	$0.00	0	No	4	C	Indirect	Held through SLP Virtu Investors, LLC
Class A Common Stock	Acquisiton	2015-11-18	3,100,579	$0.00	3,100,579	No	4	C	Indirect	Held through SLP Virtu Investors, LLC
Class A Common Stock	Disposition	2015-11-18	2,975,258	$21.65	0	No	4	S	Indirect	Held through SLP III EW Feeder I, L.P.
Class A Common Stock	Disposition	2015-11-18	3,100,579	$21.65	0	No	4	S	Indirect	Held through SLP Virtu Investors, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Held through SLP Virtu Investors, LLC
No	4	C	Indirect	Held through SLP Virtu Investors, LLC
No	4	S	Indirect	Held through SLP III EW Feeder I, L.P.
No	4	S	Indirect	Held through SLP Virtu Investors, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Non-voting common interest units of Virtu Financial LLC	Disposition	2015-11-18	3,100,579	$0.00	3,100,579	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held.
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 of the Issuer ("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.
Reflects securities held directly by SLP Virtu Investors, LLC ("Investors LLC"). The managing member of Investors LLC is Silver Lake Partners III DE (AIV III), L.P., the general partner of which is Silver Lake Technology Associates III, L.P. ("Silver Lake Technology"). The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C.
As managing member of Investors LLC, Silver Lake Partners III DE (AIV III), L.P. may be deemed to share voting and dispositive power with respect to securities directly held by Investors LLC. As the general partner of each of Investors LLC and Feeder I (as defined below), Silver Lake Technology may be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC and Feeder I. As the general partner of Silver Lake Technology, SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC, Feeder I and Silver Lake Technology.
The Reporting Person, who serves as a director of the Issuer, also serves as a Managing Member of Silver Lake Group, L.L.C. and as a member of the investment committee of Silver Lake Technology and may be deemed to share voting and dispositive power with respect to any securities beneficially owned by Silver Lake Group, L.L.C. or Silver Lake Technology, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of such Reporting Person's pecuniary interest therein.
Reflects securities held directly by SLP III EW Feeder I, L.P. ("Feeder I"). The general partner of Feeder I is Silver Lake Technology. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C.