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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
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 *

TJMT Holdings LLC
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                    __X__ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O VIRTU FINANCIAL, INC., 1633 BROADWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2021
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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 12/17/2021  M  3000000 A$22.98 3000000 I See footnote (5)
Class C common stock         216680 I See footnote (5)
Class D common stock (1)        60091740 I See footnote (5)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (right to buy) (2)$22.98 12/17/2021  X   3000000    5/22/2020 1/15/2022 Class A common stock 3000000 $0 0 I See footnote (5)
Non-voting common interest units of Virtu Financial LLC  (3)           (3) (3)Class A common stock 216680  216680 I See footnote (5)
Non-voting common interest units of Virtu Financial LLC  (4)           (4) (4)Class A common stock and Class B common stock 60091740  60091740 I See footnote (5)

Explanation of Responses:
(1) Shares of Class D common stock of the Issuer ("Class D Common Stock") have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are paired with an equal number of Virtu Financial Units.
(2) On December 17, 2021, TJMT Holdings LLC exercised in full its warrant to purchase 3,000,000 shares of the Issuer's Class A Common Stock (the "Class A Common Stock").
(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, 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) Pursuant to the terms of the Exchange Agreement, Virtu Financial Units, together with a corresponding number of shares of Class D Common Stock, may be exchanged for shares of Class B common stock of the Issuer ("Class B Common Stock"), which have 10 votes 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. Pursuant to the terms of the Issuer's Certificate of Incorporation, the shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder.
(5) Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT, a Viola family vehicle over which each of the reporting persons share dispositive control and voting control.

Remarks:
By virtue of their relationships with Mr. Vincent Viola and Mr. Michael Viola, directors of the Issuer, Mrs. Teresa Viola and TJMT Holdings LLC may each be deemed to be a director by deputization. By virtue of his relationship with Mr. Michael Viola and Mrs. Teresa Viola, Mr. Vincent Viola is deemed to have a beneficial interest in the shares owned by TJMT Holdings LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TJMT Holdings LLC
C/O VIRTU FINANCIAL, INC.
1633 BROADWAY
NEW YORK, NY 10019
XX
See Remarks
Viola Michael T
C/O VIRTU FINANCIAL, INC.
1633 BROADWAY
NEW YORK, NY 10019
XX

Viola Teresa
C/O VIRTU FINANCIAL, INC.
1633 BROADWAY
NEW YORK, NY 10019
XX
See Remarks
Viola Vincent J
C/O VIRTU FINANCIAL, INC.
1633 BROADWAY
NEW YORK, NY 10019
XX


Signatures
/s/ Justin Waldie, as Attorney-in-Fact for TJMT Holdings LLC12/20/2021
**Signature of Reporting PersonDate

/s/ Justin Waldie, as Attorney-in-Fact for Michael Viola12/20/2021
**Signature of Reporting PersonDate

/s/ Justin Waldie, as Attorney-in-Fact for Teresa Viola12/20/2021
**Signature of Reporting PersonDate

/s/ Justin Waldie, as Attorney-In-Fact for Vincent Viola12/20/2021
**Signature of Reporting PersonDate

Virtu Financial (NASDAQ:VIRT)
Historical Stock Chart
From Sep 2024 to Oct 2024 Click Here for more Virtu Financial Charts.
Virtu Financial (NASDAQ:VIRT)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more Virtu Financial Charts.