X0306 4 2017-07-20 1 0001569391 Virtu KCG Holdings LLC KCG 0001239669 SHAHON LAURIE M 300 VESEY STREET NEW YORK NY 10282 1 0 0 0 Class A Common Stock, par value $0.01 per share 2017-07-20 4 D 0 32242 20 D 0 D Restricted Stock Units 2017-07-20 4 D 0 4023 20 D 0 D Pursuant to the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc., a Delaware corporation ("Virtu"), Orchestra Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Virtu, and Virtu KCG Holdings LLC, a Delaware limited liability company (formerly known as KCG Holdings, Inc., a Delaware corporation) (the "Company"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Virtu, each share of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), owned by the reporting person was converted into the right to receive $20.00 in cash without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") granted by the Company was cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such RSU immediately prior to the Effective Time and (ii) the Merger Consideration of $20.00 per share. Accordingly, 4,023 RSUs granted to the reporting person on May 11, 2017 under the Company's stock plan, which would have vested into Class A Common Stock on May 11, 2018 or upon the reporting person's earlier retirement, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement. /s/ Robert McQueen as Attorney-in-Fact for Laurie M. Shahon 2017-07-20