Sec Form 4 Filing - Cifu Douglas A @ Virtu Financial, Inc. - 2023-01-31

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., 1633 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2023 (Street) NEW YORK, NY10019 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 02/01/2023 M 18,084 A 410,909 D Class A common stock 02/01/2023 F 8,002 D 402,907 D Class A common stock 392,755 I See footnote( 3 )

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 Deferred Stock Unit ( 4 ) 01/31/2023 A 75,000 ( 5 ) ( 5 ) Class A common stock 75,000 $ 0 257,522 D Restricted Stock Unit ( 6 ) 01/31/2023 A 75,000 ( 7 ) ( 7 ) Class A common stock 75,000 $ 0 159,951 D Restricted Stock Unit ( 6 ) 02/01/2023 M 18,084 ( 8 ) ( 8 ) Class A common stock 18,084 $ 0 141,867 D Non-voting common interest units of Virtu Financial LLC( 9 )( 10 ) ( 10 ) ( 10 ) ( 10 ) Class A common stock 2,830,742 2,830,742 I See footnote( 11 ) Non-voting common interest units of Virtu Financial LLC ( 10 ) ( 10 ) ( 10 ) Class A common stock 819,804 819,804 I See footnote( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cifu Douglas A C/O VIRTU FINANCIAL, INC. 1633 BROADWAY NEW YORK, NY10019 X Chief Executive Officer Signatures /s/ Justin Waldie, as Attorney-in-Fact 02/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan. ( 2 )Shares of Class A common stock withheld for tax by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's Amended and Restated 2015 Management Incentive Plan. ( 3 )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 392,755 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. ( 4 )Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020, for 75,000 Restricted Stock Units ("RSUs") 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 and earned as a result of the Issuer's achievement of associated performance objectives for 2022. Each DSU is economically equivalent to one share of Class A common stock. ( 5 )The DSUs credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan on the earlier of: (i) a separation from service, (ii) a specified date, or (iii) a change in control. ( 6 )Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and pursuant to the Amended and Restated Employment Agreement between the Issuer and Douglas A. Cifu and earned as a result of the Issuer's achievement of associated performance objective for 2022. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer. ( 7 )The RSUs vest on December 31, 2023. ( 8 )The RSUs vested on February 1, 2023. ( 9 )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. ( 10 )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. ( 11 )By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife. ( 12 )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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