Sec Form 4 Filing - Ogurtsov Nick @ Virtu KCG Holdings LLC - 2017-07-20

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ogurtsov Nick 2. Issuer Name and Ticker or Trading Symbol Virtu KCG Holdings LLC [ KCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) COO and Chief Risk Officer (Last) (First) (Middle) 300 VESEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2017 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Restricted Stock Units 07/20/2017 D 124,923 D $ 20 ( 1 ) ( 2 ) 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Class B Warrants $ 13.16 07/20/2017 D 460 ( 3 ) ( 3 ) Class A Common Stock, par value $0.01 per share 460 ( 4 ) 0 D Class C Warrants $ 14.63 07/20/2017 D 459 ( 5 ) ( 5 ) Class A Common Stock, par value $0.01 per share 459 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ogurtsov Nick 300 VESEY STREET NEW YORK, NY10282 COO and Chief Risk Officer Signatures /s/ Robert McQueen as Attorney-in-Fact for Nick Ogurtsov 07/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Orchestra Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Virtu, and Virtu KCG Holdings LLC, a Delaware limited liability company (formerly known as KCG Holdings, Inc., a Delaware corporation) (the "Company"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Virtu, each outstanding restricted stock unit ("RSU") granted by the Company was cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such RSU immediately prior to the Effective Time and (ii) the merger consideration of $20.00 per share without interest (the "Merger Consideration"). ( 2 )Accordingly, (i) 25,980 RSUs granted to the reporting person on February 4, 2015 under the Company's stock plan, which would have vested into Class A Common Stock on February 4, 2018, (ii) 74,562 RSUs granted to the reporting person on February 3, 2016 under the Company's stock plan, approximately 50% of which would have vested into Class A Common Stock on each of February 3, 2018 and February 3, 2019, and (iii) 24,381 RSUs granted to the reporting person on January 24, 2017 under the Company's stock plan, approximately 33.3% of which would have vested into Class A Common Stock on each of January 24, 2018, January 24, 2019 and January 24, 2020, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement. ( 3 )460 Class B warrants to purchase shares of Class A Company Stock for a purchase price per share of $13.16 (each, a "Class B Warrant", and collectively with all Class C Warrants, as defined below, "Warrants") were converted in connection with the Merger into the right to receive a cash payment pursuant to the Merger Agreement. ( 4 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding Warrant converted automatically into the right to receive an amount in cash equal to the product of (i) the total number of shares of Class A Common Stock subject to such Warrant and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the then-current exercise price per share of Class A Common Stock (without giving effect to any of the transactions contemplated by the Merger Agreement) previously subject to such Warrant. ( 5 )459 Class C warrants to purchase shares of Class A Company Stock for a purchase price per share of $14.63 (each, a "Class C Warrant") were converted in connection with the Merger in exchange for cash payment pursuant to the Merger Agreement.

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