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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Palaparthi Venu
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)
SVP, Comp Reg & Gov Affairs
(Last)          (First)          (Middle)

C/O VIRTU FINANCIAL, INC., 900 THIRD AVE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/3/2017
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/3/2017     A    4582   A   (1) 8614   D    
Class A common stock   1/3/2017     F    1937   D   (2) 6677   D    
Class A common stock   1/3/2017     M    1612   A   (3) 8289   D    
Class A common stock   1/3/2017     F    682   D   (4) 7607   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 1/3/2017     M      1612         (6)   (6) Class A Common Stock   1612   $0   3225   D    
Restricted Stock Unit     (5) 1/3/2017     A      6873         (6)   (6) Class A Common Stock   6873   $0   10098   D    

Explanation of Responses:
( 1)  Shares of Class A common stock granted under the Issuer's 2015 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 16.0027.
( 2)  Shares of Class A common stock withheld by the Issuer in accordance with the Issuer's 2015 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 16.0027.
( 3)  Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's 2015 Management Incentive Plan based on the closing price of the Issuer's Class A common stock on December 30, 2016 of 15.95.
( 4)  Shares of Class A common stock withheld by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's 2015 Management Incentive Plan based on the closing price of the Issuer's Class A common stock on December 30, 2016 of 15.95.
( 5)  Each restricted stock unit ("RSU") 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.
( 6)  The RSUs vest in three equal installments on the December 31, 2017, December 31, 2018 and December 31, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Palaparthi Venu
C/O VIRTU FINANCIAL, INC., 900 THIRD AVE
NEW YORK, NY 10022


SVP, Comp Reg & Gov Affairs

Signatures
/s/ Justin Waldie 1/5/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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