Sec Form 4 Filing - Cifu Douglas A @ Virtu Financial, Inc. - 2020-12-31

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., 165 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (Street) NEW YORK, NY10006 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 12/31/2020 A 75,000 ( 1 ) A 75,000 ( 3 ) D Class A common stock 392,755 I See footnote ( 4 )

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 ( 5 ) ( 6 ) ( 6 ) Class A common stock 132,611 132,611 D Non-voting common interest units of Virtu Financial LLC ( 7 ) ( 7 ) ( 7 ) Class A common stock 2,830,742 2,830,742 D Non-voting common interest units of Virtu Financial LLC ( 7 ) ( 7 ) ( 7 ) Class A common Stock 819,804 819,804 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cifu Douglas A C/O VIRTU FINANCIAL, INC. 165 BROADWAY NEW YORK, NY10006 X Chief Executive Officer Signatures /s/ Justin Waldie, as Attorney-in-Fact 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )150,000 shares of Class A common stock were earned as a result of the Company's achievement of greater than 75% of budgeted Adjusted EBITDA for 2020, with 50% of such earned shares vesting on December 31, 2020 and the remaining 50% vesting on December 31, 2021. ( 2 )Restricted shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan pursuant to the Amended and Restated Employment Agreement between the Issuer and Douglas A. Cifu. ( 3 )Amount does not reflect shares of Class A common stock associated with performance awards unless and until earned and vested. ( 4 )By a trust, for the benefit of the Cifu Family (the "Cifu Family 2020 Trust"). Melissa B. Lautenberg, the reporting person's wife, holds dispositive control and voting control over the shares held by the Cifu Family 2020 Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family 2020 Trust by virtue of his relationship with Ms. Lautenberg. The Cifu Family 2020 Trust acquired the shares pursuant to a bona fide gift by the reporting person on December 4, 2020. ( 5 )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. ( 6 )16,058 of the RSUs vest on January 23, 2021. 36,030 of the RSUs vest in two equal annual installments on January 23, 2021 and January 23, 2022. 80,523 of the RSUs vest in three equal installments on January 24, 2021, January 24, 2022, and January 24, 2023. ( 7 )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. ( 8 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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