X0206 3 2015-04-15 0 0001592386 Virtu Financial, Inc. VIRT 0001573310 Viola Michael T C/O VIRTU FINANCIAL, INC. 900 THIRD AVENUE NEW YORK NY 10022-1010 1 0 1 1 See Remarks Class D common stock 79610490 I See footnote Class C common stock 52235 I See footnote Non-voting common interest units of Virtu Financial LLC Class B common stock and Class A common stock 79610490 I See footnote Non-voting common interest units of Virtu Financial LLC Class A common stock 52235 I See footnote 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 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 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 and Virtu Financial Units, together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), may be exchanged for shares of Class A common stock of the Issuer ("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. 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. By TJMT Holdings LLC, a Viola family vehicle over which the reporting person shares dispositive control and voting control. Shares of 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. By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold 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. By virtue of his relationship with Mr. Vincent Viola, a director of the Issuer, the reporting person may be deemed to be a director by deputization. /s/ Justin Waldie 2015-04-16