Sec Form 4 Filing - Cifu Douglas A @ Virtu Financial, Inc. - 2019-02-11

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 Cifu Douglas A 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O VIRTU FINANCIAL, INC., 300 VESEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2019 (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 02/11/2019 S( 1 ) 63,544 D $ 26.1116 ( 2 ) 138,544 D Class A common stock 02/12/2019 S( 1 ) 63,544 D $ 26.4985 ( 3 ) 75,000 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 Sto ck Unit ( 4 ) ( 5 ) ( 5 ) Class A common stock 86,161 86,161 D Option Award ( 6 ) $ 19 ( 7 ) ( 7 ) ( 7 ) Class A common stock 100,000 100,000 D Non-voting common interest units of Virtu Financial LLC ( 8 ) ( 8 ) ( 8 ) Class A common stock 2,830,742 2,830,742 D Non-voting common interest units of Virtu Financial LLC ( 8 ) ( 8 ) ( 8 ) Class A common Stock 819,804 819,804 I See footnote ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cifu Douglas A C/O VIRTU FINANCIAL, INC. 300 VESEY STREET NEW YORK, NY10282 X Chief Executive Officer Signatures /s/ Justin Waldie, as Attorney-in-Fact 02/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were completed for the purpose of satisfying certain tax obligations of the reporting person triggered by the award, vesting and/or exercise of shares of class A common stock. ( 2 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.87 to $26.74, 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 sold at each separate price within the range set forth above. ( 3 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.26 to $26.75, 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 sold at each separate price within the range set forth above. ( 4 )Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer. ( 5 )The RSUs vest in annual installments on January 23, 2020, January 23, 2021 and January 23, 2022. ( 6 )Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of a Class A common stock of the Issuer. ( 7 )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. ( 8 )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. ( 9 )By a trust, for the benefit of the Cifu Family (the "Cifu Family Trust"). Melissa B. Lautenberg, the reporting person's wife, and Dr. Mitchel A. Lautenberg, Ms. Lautenberg's brother, share dispositive control and voting control over the shares held by the Cifu Family Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family Trust by virtue of his relationship with Ms. Lautenberg.

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