Sec Form 4 Filing - Molluso Joseph @ Virtu Financial, Inc. - 2018-01-23

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 Molluso Joseph 2. Issuer Name and Ticker or Trading Symbol Virtu Financial, Inc. [ VIRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec VP & CFO (Last) (First) (Middle) C/O VIRTU FINANCIAL, INC., 300 VESEY ST. 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2018 (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 Class A common stock 01/23/2018 A 22,483 A 52,749 D Class A common stock 01/28/2018 F 9,445 D 43,304 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 Restricted Stock Unit ( 3 ) 01/23/2018 A 33,720 ( 4 ) ( 4 ) Class A common stock 33,720 $ 0 58,272 D Non-voting common interest units of Virtu Financial LLC ( 5 ) ( 5 ) ( 5 ) Class A common stock 473,907 473,907 I See footnote ( 6 ) Option Award ( 7 ) ( 8 ) ( 8 ) ( 8 ) Class A common stock 60,000 60,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Molluso Joseph C/O VIRTU FINANCIAL, INC., 300 VESEY ST. NEW YORK, NY10282 Exec VP & CFO Signatures /s/ Justin Waldie 01/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class A common stock granted under the Issuer's 2015 Amended and Restated Management Incentive Plan based on the volume weighted averageprice of the Issuer's Class A common stock on the three trading days preceding the grant date of 18.6823. ( 2 )Shares of Class A common stock withheld by the Issuer in accordance with the Issuer's 2015 Amended and Restated Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of 18.6823. ( 3 )Each restricted stock unit ("RSU") is granted under the Issuer's 2015 Amended and Restated Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer. ( 4 )The RSUs vest in three equal installments on January 23, 2019, January 23, 2020 and January 23, 2021. ( 5 )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, 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. ( 6 )By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein. ( 7 )Each Option Award is granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer. ( 8 )Options Awards vest in equal installments on each of the first four (4) anniversaries of April 15, 2015. Any fractional Option Award resulting from the application of the vesting schedule under the 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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