Edgar Filing: Virtu Financial, Inc.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bingle Michael J

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O SILVER LAKE, 2775 SAND HILL ROAD,, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2015

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	04/15/2015		A⁽¹⁾		6,445,982	A	⁽¹⁾	6,445,982	I	Held through SLP III EW Feeder I, L.P. ⁽⁴⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Class C common stock ⁽²⁾ ⁽³⁾	04/15/2015		A⁽¹⁾		7,353,188	A	⁽¹⁾	7,353,188	I	Held through SLP Virtu Investors, LLC ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Class C common stock ⁽²⁾ ⁽³⁾	04/15/2015		A⁽¹⁾		610,000	A	⁽¹⁾	610,000	I	Held through Silver Lake Technology Associates III, L.P. ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Class A common stock	04/21/2015		D⁽⁸⁾		3,470,724	D	$ 17.67 ⁽⁸⁾	2,975,258	I	Held through SLP III EW Feeder I, L.P. ⁽⁴⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Class C common stock ⁽²⁾ ⁽³⁾	04/21/2015		D⁽⁹⁾		4,252,609	D	$ 17.67 ⁽⁹⁾	3,100,579	I	Held through SLP Virtu Investors, LLC ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Class C common stock ⁽²⁾ ⁽³⁾	04/21/2015		D⁽⁹⁾		610,000	D	$ 17.67 ⁽⁹⁾	0	I	Held through Silver Lake Technology Associates III, L.P. ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-voting common interest units of Virtu Financial LLC ⁽³⁾

⁽³⁾

04/15/2015

A⁽¹⁾

7,353,188

⁽³⁾

Class A common stock

7,353,188

⁽¹⁾

7,353,188

Held through SLP Virtu Investors, LLC ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Non-voting common interest units of Virtu Financial LLC ⁽³⁾

⁽³⁾

04/15/2015

A⁽¹⁾

610,000

⁽³⁾

Class A common stock

610,000

⁽¹⁾

610,000

Held through Silver Lake Technology Associates III, L.P. ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Non-voting common interest units of Virtu Financial LLC ⁽³⁾

⁽³⁾

04/21/2015

D⁽⁹⁾

4,252,609

⁽³⁾

Class A common stock

4,252,609

$ 17.67 ⁽⁹⁾

3,100,579

Held through SLP Virtu Investors, LLC ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Non-voting common interest units of Virtu Financial LLC ⁽³⁾

⁽³⁾

04/21/2015

D⁽⁹⁾

610,000

⁽³⁾

Class A common stock

610,000

$ 17.67 ⁽⁹⁾

Held through Silver Lake Technology Associates III, L.P. ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bingle Michael J C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X

Signatures

MICHAEL BINGLE: /s/ MICHAEL BINGLE		04/21/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities were acquired by the Silver Lake entities identified herein in connection with the reorganization transactions related to the interests of Virtu Financial LLC prior to the issuer's initial public offering (as more fully described in the issuer's Registration Statement on Form S-1 (File No. 333-194473)).
(2)	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.
(3)	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 ("Class A Common Stock"), 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.
(4)	Reflects securities held directly by SLP III EW Feeder I, L.P. ("Feeder I"). The general partner of Feeder I is Silver Lake Technology Associates III, L.P. ("Silver Lake Technology"). The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C.
(5)	Reflects securities held directly by SLP Virtu Investors, LLC ("Investors LLC"). The managing member of Investors LLC is Silver Lake Partners III DE (AIV III), L.P., the general partner of which is Silver Lake Technology. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C.
(6)	Reflects securities held directly by Silver Lake Technology. The general partner of Silver Lake Technology is SLTA III (GP), L.L.C, the sole member of which is Silver Lake Group, L.L.C.
(7)	As managing member of Investors LLC, Silver Lake Partners III DE (AIV III), L.P. may be deemed to share voting and dispositive power with respect to securities directly held by Investors LLC. As the general partner of each of Investors LLC and Feeder I, Silver Lake Technology may be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC and Feeder I. As the general partner of Silver Lake Technology, SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to share voting and dispositive power with respect to securities directly held by each of Investors LLC, Feeder I and Silver Lake Technology.
(8)	Reflects shares of Class A Common Stock sold directly to the Issuer.
(9)	Reflects shares of Class C Common Stock, together with a corresponding number of Virtu Financial Units, sold directly to the Issuer at a price of $17.67 for each share of Class C Common Stock, together with its corresponding Virtu Financial Unit.
(10)	The Reporting Person, who serves as a director of the Issuer, also serves as a Managing Member of Silver Lake Group, L.L.C. and as a member of the investment committee of Silver Lake Technology and may be deemed to share voting and dispositive power with respect to any securities beneficially owned by Silver Lake Group, L.L.C. or Silver Lake Technology, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
(11)	Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of such Reporting Person's pecuniary interest therein.

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