8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  June 2, 2015

VIRTU FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37352	32-0420206
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

900 Third Avenue

New York, NY 10022-1010
(Address of principal executive offices)

(212) 418-0100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01           REGULATION FD DISCLOSURE

Virtu Financial, Inc. (the “Company”) has posted a presentation on June 2, 2015 on its website. The presentation, which will be given by the Chief Executive Officer of the Company, Douglas Cifu, at the Global Exchange and Brokerage Conference to be held on June 3, 2015 at 4:00pm ET, contains an overview of the Company and key growth and earning drivers, including information relating to the Company’s financial results for the fiscal year ended March 31, 2015. A copy of the presentation is attached as Exhibit 99.1 and incorporated by reference herein.  A simultaneous webcast and audio conference of the presentation will be made available by Sandler O’Neill + Partners by going to http://www.sandleroneill.com and clicking on the Conferences button on the bottom of the homepage, then select Register to View Webcast under the Global Exchange and Brokerage Conference heading.

The presentation, any future investor presentations or updates thereto will be available on the Company’s website at http://ir.virtu.com/events.cfm. These presentations will be accessible by the public on such website for a limited period of time.

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

Exhibit No.	Description
99.1	Slide presentation for the Global Exchange and Brokerage Conference to be held on June 3, 2015 at 4:00pm ET

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

VIRTU FINANCIAL, INC.
By:	/s/ Justin Waldie
Name:	Justin Waldie
Title:	Senior Vice President, Secretary and General Counsel

Dated:  June 2, 2015

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide presentation for the Global Exchange and Brokerage Conference to be held on June 3, 2015 at 4:00pm ET

4

EX-99.1

Exhibit 99.1

Sandler O’Neill Conference June 2015

2 This presentation contains forward-looking statements that are based on current expectations, forecasts and projections, including (but not limited to) expected financial results and other planned events. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties, some or all of which are not predictable or within the control of Virtu Financial Inc (“Virtu" or the "Company"), that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. Factors that could cause results to differ include those set forth section “Risk Factors” in the prospectus for the offering to which this presentation relates. This presentation includes certain non-GAAP financial measures, including Adjusted Net Trading Income (“Adj. NTI”), Adjusted EBITDA, Adjusted EBITDA Margin. Non-GAAP financial measures such as Adjusted EBITDA, Adjusted EBITDA Margin should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures, including in respect of the Adj. NTI of other companies included herein. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by other companies. We caution investors not to place undue reliance on such non-GAAP measures, but instead to consider them with the most directly comparable GAAP measure. Non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for our results as reported under GAAP. A reconciliation of non-GAAP measures to the most directly comparable financial measure prepared in accordance with GAAP is included in Annex A hereto. Disclaimer

3 Americas Equities Global Commodities Global Currencies EMEA Equities Trading Areas Representative Liquidity Centers APAC Equities 27% of Adj. NTI* * Percentages are based on FY 2013 and 2014; may not sum to 100% due to rounding and unallocated. See Annex A for reconciliations to the most directly comparable financial measures prepared in accordance with GAAP. * See Q1 2015 Earnings Release at http://ir.virtu.com/releasedetail.cfm?ReleaseID=911120 for reconciliations to the most directly comparable financial measures prepared in accordance with GAAP. Options, Fixed Income and Other Securities 23% of Adj. NTI* 20% of Adj. NTI* 11% of Adj. NTI* 11% of Adj. NTI* 9% of Adj. NTI* Options Fixed Income Interest Rate Swaps Other US, Canada, Brazil, Mexico Cash Equities Equity Futures Index ETFs Turquoise Cash Equities Equity Futures Index ETFs Cash Equities Equity Futures Index ETFs Energy Metals Soft Commodities Spot Currencies NDFs Currency Futures FX Forwards & Swaps We are Diversified Across Markets and Geographies 26% of Adj. NTI* 12% of Adj. NTI* 7% of Adj. NTI* 21% of Adj. NTI* 25% of Adj. NTI* 10% of Adj. NTI* 2014: 2013: 20% of Adj. NTI* 12% of Adj. NTI* 7% of Adj. NTI* 23% of Adj. NTI* 28% of Adj. NTI* 6% of Adj. NTI* Q1 2015:

4 in over 225 unique venues, over 195 of which do not provide rebates to market makers on exchanges that limit or “tax” excessive messaging or “order to trade ratios” on F/X platforms that utilize “minimum quote lives” for orders and “latency floors” on the new “buyside” oriented IEX dark pool that restricts co-location and low latency access in markets that have an incumbent exchange with significant market share in markets that have instituted a “trade at” policy Virtu is a Leading Liquidity Provider Across a Wide Variety of Market Structures

Strong Volume & Volatility Drives 2015 Q1 Outperformance 5 Adjusted Net Trading Income³ ($ in millions) Adjusted EBITDA³ ($ in millions) $148 Source: CME, ICE, NASDAQ, BATS 1 The financial and other data included in this presentation has been prepared by management and has not been compiled or examined by the Company’s auditor. See “Prospectus Summary—Recent Developments” in the prospectus for the offering to which this presentation relates. ² Asset classes shown represent ~85% of Adjusted Net Trading Income in 2014. ³ See Q1 2015 Earnings Release at http://ir.virtu.com/releasedetail.cfm?ReleaseID=911120 for reconciliations to the most directly comparable financial measures prepared in accordance with GAAP. Benchmark Volume Growth by Asset Class (%)² Americas Equities (US Share Volume) EMEA Equities (EU Share Volume) Global Commodities (CME Energy) Global Currencies (CME FX Contracts) 36% growth in Q1 2015 Adj. NTI compared to 2014 quarterly average¹ First quarter results show significant business model leverage 46% 71% margin in Q1 2015 due to high level of operating leverage 71% 36% $106 67% $109 2014 Quarterly Avg. Q1 2015 $73 2014 Quarterly Avg. Q1 2015 67.0% 8% 18% 20% 32% Q1 2015 vs 2014 Quarterly Average

6 Key Growth and Earnings Drivers Higher Electronic Volumes Opportunities for Wider Spreads More Venues, Instruments & Geographies to Trade Higher $’s per Unit of Volume (i.e. Capture Rate) Improving Operating Margins Return of Volatility Proliferation of Markets Increasing Penetration Single Common Platform Secular Securities Trends Drivers of Adjusted Net Trading Income Growth Driver of Adjusted EBITDA Growth