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    Director Tjmt Holdings Llc exercised 693,750 shares at a strike of $19.00 (SEC Form 4)

    4/14/25 4:07:56 PM ET
    $VIRT
    Investment Bankers/Brokers/Service
    Finance
    Get the next $VIRT alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 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
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    TJMT Holdings LLC

    (Last) (First) (Middle)
    C/O VIRTU FINANCIAL, INC.
    1633 BROADWAY

    (Street)
    NEW YORK NY 10019

    (City) (State) (Zip)
    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
    3. Date of Earliest Transaction (Month/Day/Year)
    04/11/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    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. 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)
    Code V Amount (A) or (D) Price
    Class A common stock 04/11/2025 M(1) 693,750 A $19 693,750 D
    Class A common stock 3,000,000 I See footnote(2)
    Class C common stock 216,680 I See footnote(2)
    Class D common stock(3) 60,091,740 I See footnote(2)
    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 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: 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
    Non-Qualified Stock Option(1) $19 04/11/2025 M(1) 693,750(1) (1) (1) Class A common stock 693,750 $0 $0 D
    Non-voting common interest units of Virtu Financial LLC (4) (4) (4) Class A common stock 216,680 216,680 I See footnote(2)
    Non-voting common interest units of Virtu Financial LLC (5) (5) (5) Class A common stock and Class B common stock 60,091,740 60,091,740 I See footnote(2)
    1. Name and Address of Reporting Person*
    TJMT Holdings LLC

    (Last) (First) (Middle)
    C/O VIRTU FINANCIAL, INC.
    1633 BROADWAY

    (Street)
    NEW YORK NY 10019

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) X Other (specify below)
    See Remarks
    1. Name and Address of Reporting Person*
    Viola Michael T

    (Last) (First) (Middle)
    C/O VIRTU FINANCIAL, INC.
    1633 BROADWAY

    (Street)
    NEW YORK NY 10019

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) X Other (specify below)
    See Remarks
    1. Name and Address of Reporting Person*
    Viola Teresa

    (Last) (First) (Middle)
    C/O VIRTU FINANCIAL, INC.
    1633 BROADWAY

    (Street)
    NEW YORK NY 10019

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) X Other (specify below)
    See Remarks
    1. Name and Address of Reporting Person*
    Viola Vincent J

    (Last) (First) (Middle)
    C/O VIRTU FINANCIAL, INC.
    1633 BROADWAY

    (Street)
    NEW YORK NY 10019

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) X Other (specify below)
    See Remarks
    Explanation of Responses:
    1. On April 11, 2025, Mr. Vincent Viola exercised 693,750 non-qualified stock options initially issued to Mr. Vincent Viola in connection with the initial public offering of the Issuer. The stock options vested in equal annual installments over a period of four years from the grant date and would have expired not later than 10 years from the grant date.
    2. Held by TJMT Holdings LLC ("TJMT"), a Viola family vehicle over which each of the reporting persons share dispositive control and voting control. Mr. Michael Viola and Mrs. Teresa Viola each have an indirect interest in the securities held by TJMT.
    3. 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.
    4. 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.
    5. 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.
    Remarks:
    By virtue of their relationships with Mr. Vincent Viola and Mr. Michael Viola, directors of the Issuer, Mrs. Teresa Viola and TJMT 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.
    /s/ Justin Waldie, as Attorney-in-Fact for TJMT Holdings LLC 04/14/2025
    /s/ Justin Waldie, as Attorney-in-Fact for Michael Viola 04/14/2025
    /s/ Justin Waldie, as Attorney-in-Fact for Teresa Viola 04/14/2025
    /s/ Justin Waldie, as Attorney-In-Fact for Vincent Viola 04/14/2025
    ** 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 Number.
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