SEC FORM 4

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).

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^*

Cifu Douglas A

(Last)

(First)

(Middle)

C/O VIRTU FINANCIAL, INC.

1633 BROADWAY

(Street)

NEW YORK

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025

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	04/01/2025		G		114,000	D	⁽¹⁾	587,187	D
Class A common stock	04/01/2025		G		114,000	A	⁽¹⁾	114,000	I	See footnote⁽²⁾
Class A common stock								442,755	I	See footnote⁽³⁾

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)
Non-voting common interest units of Virtu Financial LLC	⁽⁴⁾	04/01/2025		G			819,804	⁽⁴⁾	⁽⁴⁾	Class A common stock	819,804	⁽¹⁾	0	I	See footnote⁽⁵⁾
Non-voting common interest units of Virtu Financial LLC	⁽⁴⁾	04/01/2025		G		819,804		⁽⁴⁾	⁽⁴⁾	Class A common stock	819,804	⁽¹⁾	819,804	I	See footnote⁽²⁾
Non-voting common interest units of Virtu Financial LLC	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A common stock	2,830,742		2,830,742	I	See footnote⁽⁶⁾
Deferred Stock Unit	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Class A common stock	484,312		484,312	D
Restricted Stock Unit	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	194,534		194,534	D

Explanation of Responses:

1. Bona fide gift.

2. By the reporting person's spouse, Melissa L. Cifu, as Trustee of the Cifu 2025 GST Trust. The reporting person may be deemed to beneficially own the shares by virtue of his relationship with Mrs. Cifu.

3. By a trust, for the benefit of the Cifu Family (the "Cifu Family 2020 Trust"). Melissa L. Cifu, the reporting person's wife, and Dr. Mitchel A. Lautenberg, Ms. Cifu's brother, share dispositive control and voting control over the shares held by the Cifu Family 2020 Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family 2020 Trust by virtue of his relationship with Mrs. Cifu.

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 equity holders 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.

5. By a trust, for the benefit of the Cifu Family (the "Cifu Family 2011 Trust"). Melissa L. Cifu, the reporting person's wife, and Dr. Mitchel A. Lautenberg, Ms. Cifu's brother, share dispositive control and voting control over the shares held by the Cifu Family 2011 Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family 2011 Trust by virtue of his relationship with Mrs. Cifu.

6. By a limited liability company, DAC Investment LLC, owned by the reporting person and the reporting person's wife.

7. Deferred Stock Units ("DSU") credited to the reporting person under the Virtu Financial, Inc. Deferred Compensation Plan, effective November 13, 2020. Each DSU is economically equivalent to one share of Class A common stock.

8. The DSUs credited under the Deferred Compensation Plan are generally payable in the form elected or provided under the Deferred Compensation Plan on the earlier of: (i) a separation from service, (ii) a specified date, or (iii) a change in control.

9. Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.

10. The RSUs vest on various vesting dates in 2026, 2027 and 2028.

Remarks:

	Justin Waldie, as Attorney-in-Fact	04/03/2025
	** 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.

Chief Executive Officer Cifu Douglas A gifted 114,000 shares and received a gift of 114,000 shares, decreasing direct ownership by 16% to 587,187 units (SEC Form 4)