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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Temasek Holdings (Private) Ltd

(Last)

(First)

(Middle)

60B ORCHARD ROAD #06-18 TOWER 2

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

4. If Amendment, Date of 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

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, par value $0.00001 per share	05/15/2018		S⁽¹⁾		3,450,000	D	$27.16	16,880,503	I	See note⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This sale was made pursuant to a prospectus filed by Virtu Financial, Inc. (the "Issuer") with the Securities and Exchange Commission on May 11, 2018, in connection with the offering of an aggregate of 17,250,000 Class A Shares of the Issuer's common stock ("Class A Shares") (consisting of a base deal of 15,000,000 Class A Shares and an additional 2,250,000 Class A Shares sold pursuant to the underwriters' option to purchase additional shares). The shares sold were previously held by Havelock Fund Investments Pte Ltd ("Havelock") and sold in the offering on May 15, 2018 for cash consideration of $27.16 per share.

2. Havelock directly owns 8,867,682 Class A Shares. Havelock is wholly owned by Fullerton Fund Investments Pte. Ltd. ("FFI"). FFI may be deemed to beneficially own the shares beneficially owned by Havelock. Aranda Investments Pte. Ltd. ("Aranda") directly owns 8,012,821 shares of Issuer's Class A common stock. Aranda is wholly owned by Seletar Investments Pte. Ltd. ("Seletar"), which is wholly owned by Temasek Capital (Private) Limited ("Temasek Capital"). Each of Seletar and Temasek Capital may be deemed to beneficially own the 8,012,821 Class A Shares beneficially owned by Aranda. Each of Temasek Capital and FFI are wholly owned by Temasek Holdings (Private) Limited ("Temasek"). Therefore, Temasek may be deemed to beneficially own the 16,880,503 Class A Shares deemed to be beneficially owned in the aggregate by Temasek Capital and FFI.

	/s/ Christina Choo, Authorized Signatory, on behalf of Temasek Holdings (Private) Limited	05/15/2018
	** 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).
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