FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ogurtsov Nick 		2. Issuer Name and Ticker or Trading Symbol

Virtu KCG Holdings LLC [ KCG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
COO and Chief Risk Officer
(Last)          (First)          (Middle)

300 VESEY STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/20/2017
(Street)

NEW YORK, NY 10282
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Restricted Stock Units   7/20/2017     D    124923   D $20   (1) (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Warrants   $13.16   7/20/2017     D         460      (3)   (3) Class A Common Stock, par value $0.01 per share   460     (4) 0   D    
Class C Warrants   $14.63   7/20/2017     D         459      (5)   (5) Class A Common Stock, par value $0.01 per share   459     (4) 0   D    

Explanation of Responses:
(1)  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 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 without interest (the "Merger Consideration").
(2)  Accordingly, (i) 25,980 RSUs granted to the reporting person on February 4, 2015 under the Company's stock plan, which would have vested into Class A Common Stock on February 4, 2018, (ii) 74,562 RSUs granted to the reporting person on February 3, 2016 under the Company's stock plan, approximately 50% of which would have vested into Class A Common Stock on each of February 3, 2018 and February 3, 2019, and (iii) 24,381 RSUs granted to the reporting person on January 24, 2017 under the Company's stock plan, approximately 33.3% of which would have vested into Class A Common Stock on each of January 24, 2018, January 24, 2019 and January 24, 2020, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
(3)  460 Class B warrants to purchase shares of Class A Company Stock for a purchase price per share of $13.16 (each, a "Class B Warrant", and collectively with all Class C Warrants, as defined below, "Warrants") were converted in connection with the Merger into the right to receive a cash payment pursuant to the Merger Agreement.
(4)  Pursuant to the Merger Agreement, at the Effective Time, each outstanding Warrant converted automatically into the right to receive an amount in cash equal to the product of (i) the total number of shares of Class A Common Stock subject to such Warrant and (ii) the excess, if any, of the Merger Consideration of $20.00 per share over the then-current exercise price per share of Class A Common Stock (without giving effect to any of the transactions contemplated by the Merger Agreement) previously subject to such Warrant.
(5)  459 Class C warrants to purchase shares of Class A Company Stock for a purchase price per share of $14.63 (each, a "Class C Warrant") were converted in connection with the Merger in exchange for cash payment pursuant to the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ogurtsov Nick
300 VESEY STREET
NEW YORK, NY 10282

COO and Chief Risk Officer

Signatures
/s/ Robert McQueen as Attorney-in-Fact for Nick Ogurtsov 7/20/2017
** 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 control number.
KCG Holdings, Inc. (NYSE:KCG)
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