X0206 3 2015-04-15 0 0001592386 Virtu Financial, Inc. VIRT 0001212848 SANDNER JOHN F C/O VIRTU FINANCIAL, INC. 900 THIRD AVENUE NEW YORK NY 10022-1010 1 0 0 0 Class C common stock 7661 I See footnote Non-voting common interest units of Virtu Financial LLC (2) Class A common stock 7661 I See footnote Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of Virtu Financial LLC ("Virtu Financial Units") held. 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 of the Issuer, 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. By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein. Exhibit 24.1: Power of Attorney. /s/ Justin Waldie 2015-04-16