Sec Form 4 Filing - CONCANNON CHRISTOPHER R @ MARKETAXESS HOLDINGS INC - 2019-01-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CONCANNON CHRISTOPHER R
2. Issuer Name and Ticker or Trading Symbol
MARKETAXESS HOLDINGS INC [ MKTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and COO
(Last) (First) (Middle)
C/O MARKETAXESS HOLDINGS INC., 299 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/22/2019
(Street)
NEW YORK, NY10171
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.003 per share 01/22/2019 A 23,329 A $ 0 ( 1 ) 23,329 D
Common Stock, par value $0.003 per share 01/22/2019 A 4,666 A $ 0 ( 2 ) 27,995 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Employee Stock Option (right to buy $ 272.88 01/22/2019 A 35,679 01/22/2024 07/22/2024 Common Stock 35,679 $ 0 35,679 D
Employee Stock Option (right to buy $ 294.71 01/22/2019 A 41,189 01/22/2024 07/22/2024 Common Stock 41,189 $ 0 41,189 D
Performance Shares ( 3 ) 01/22/2019 A 8,969 ( 3 ) ( 3 ) Common Stock 8,969 $ 0 8,969 D
Performance Shares ( 4 ) 01/22/2019 A 9,945 ( 4 ) ( 4 ) Common Stock 9,945 $ 0 9,945 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONCANNON CHRISTOPHER R
C/O MARKETAXESS HOLDINGS INC.
299 PARK AVENUE
NEW YORK, NY10171
X President and COO
Signatures
/s/ Ori Solomon, as Attorney-in-Fact for Christopher R. Concannon 01/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of restricted stock units pursuant to the Company's 2012 Incentive Plan. The restricted stock units will vest in three installments of 34% on January 22, 2020, and 33% on each of January 22, 2021 and January 22, 2022.
( 2 )Represents a grant of restricted stock units pursuant to the Company's 2012 Incentive Plan. The restricted stock units will vest on January 22, 2022.
( 3 )Each performance share represents a contingent right to receive one share of the Company's common stock. 8,969 shares of the Company's common stock will be awarded subject to the Company's attainment of an average price per share of $272.88, calculated based on the closing price of the common stock over any twenty consecutive trading days during the period from January 22, 2019 to January 22, 2024.
( 4 )Each performance share represents a contingent right to receive one share of the Company's common stock. 9,945 shares of the Company's common stock will be awarded subject to the Company's attainment of an average price per share of $294.71, calculated based on the closing price of the common stock over any twenty consecutive trading days during the period from January 22, 2019 to January 22, 2024.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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