Sec Form 4 Filing - Maisey Simon @ Tradeweb Markets Inc. - 2019-10-22

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
Maisey Simon
2. Issuer Name and Ticker or Trading Symbol
Tradeweb Markets Inc. [ TW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Managing Director, Corp. Dev.
(Last) (First) (Middle)
TRADEWEB MARKETS INC., 1177 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YY)
10/22/2019
(Street)
NEW YORK, NY10036
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
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
Class D common stock ( 1 ) 10/22/2019 D( 2 ) 11,505 ( 1 ) ( 1 ) Class C common stock 11,505 ( 2 ) 1,726 D
Non-voting common units of Tradeweb Markets LLC ( 3 ) 10/22/2019 D( 2 ) 11,505 ( 3 ) ( 3 ) Class A common stock 11,505 ( 2 ) 1,726 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maisey Simon
TRADEWEB MARKETS INC.
1177 AVENUE OF THE AMERICAS
NEW YORK, NY10036
Managing Director, Corp. Dev.
Signatures
/s/ Scott Zucker, Attorney-in-Fact for Simon Maisey 10/22/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Class D common stock of the issuer ("Class D Common Stock") have ten votes per share but no economic rights (including rights to dividends or, other than their par value, any distribution upon liquidation) and are issued in an equal amount to the number of non-voting common units of Tradeweb Markets LLC, a subsidiary of the issuer ("LLC Units"), held. Shares of Class D Common Stock are exchangeable for shares of the issuer's Class C common stock ("Class C Common Stock"), which have one vote per share but no economic rights (other than their par value upon liquidation), on a one-for-one basis at the discretion of the holder. These exchange rights do not expire.
( 2 )The reporting person sold to the issuer the number of LLC Units set forth above at a price per LLC Unit of $40.74, which represents the $42.00 price at which shares of Class A common stock ("Class A Common Stock") of the issuer were sold in a public offering of the Class A Common Stock, less the underwriters' discount of $1.26 per share. The corresponding number of shares of Class D Common Stock along with the exchange rights thereunder were canceled in their entirety in connection with the sale of the LLC Units.
( 3 )Pursuant to the terms of the limited liability company agreement for Tradeweb Markets LLC, LLC Units may be exchanged for shares of Class A Common Stock or Class B common stock of the issuer, in each case, on a one-for-one basis at the discretion of the holder. Upon such an exchange, a corresponding number of shares of Class D Common Stock (or shares of Class C Common Stock, in the event the reporting person exchanged their shares of Class D Common Stock as described in footnote 1 to this Form 4) will be canceled. These exchange rights do not expire.

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).
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