Sec Form 4 Filing - Spencer James @ Tradeweb Markets Inc. - 2020-01-24

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 Spencer James 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) Chief Technology Officer (Last) (First) (Middle) TRADEWEB MARKETS INC., 1177 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2020 (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 Class A common stock 01/24/2020 M( 1 ) 73,465 A $ 20.59 146,839 ( 2 ) D Class A common stock 01/24/2020 S( 1 ) 73,465 D $ 44.972 ( 3 ) 73,374 ( 2 ) D Class A common stock 01/27/2020 M( 1 ) 39,256 A $ 20.59 112,630 ( 2 ) D Class A common stock 01/27/2020 S( 1 ) 39,256 D $ 44.5394 ( 4 ) 73,374 ( 2 ) D Class A common stock 01/28/2020 M( 1 ) 6,766 ( 5 ) A 80,140 ( 2 ) D Class A common stock 01/28/2020 S( 1 ) 6,766 D $ 45.0219 ( 6 ) 73,374 ( 2 ) 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 Stock Option (Right to Buy) $ 20.59 01/24/2020 M( 1 ) 73,465 ( 7 ) 10/26/2028 Class A common stock 73,465 $ 0 349,239 D Stock Option (Right to Buy) $ 20.59 01/27/2020 M( 1 ) 39,256 ( 7 ) 10/26/2028 Class A common stock 39,256 $ 0 309,983 D Non-voting common units of Tradeweb Markets LLC ( 8 ) 01/28/2020 M( 1 ) 6,766 ( 8 ) ( 8 ) Class A common stock 6,766 ( 8 ) 35,367 D Class D common stock ( 9 ) 01/28/2020 J( 1 )( 10 ) 6,766 ( 9 ) ( 9 ) Class A common stock 6,766 ( 9 ) 35,367 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spencer James TRADEWEB MARKETS INC. 1177 AVENUE OF THE AMERICAS NEW YORK, NY10036 Chief Technology Officer Signatures /s/ Scott Zucker, Attorney-in-Fact for James Spencer 01/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2019. ( 2 )This amount includes 31,664 unvested restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock") which are scheduled to vest on January 1, 2021, subject to the reporting person's continued employment through the vesting date. This amount also includes 35,712 vested RSUs which will be settled on February 3, 2020. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.52 to $45.13, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 3, 4, and 6 to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.14 to $44.82, inclusive. ( 5 )Represents shares of Class A Common Stock that were obtained in exchange for an equal number of non-voting common units of Tradeweb Markets LLC, a subsidiary of the issuer (the "LLC Units"). The LLC Units may be exchanged for an equal number of shares of Class A Common Stock, as described in footnote 8 to this Form 4. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.09, inclusive. ( 7 )This option is fully vested and exercisable as of the date hereof. ( 8 )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 of the issuer ("Class D Common Stock") (or shares of the issuer's Class C common stock ("Class C Common Stock"), in the event the reporting person exchanged their shares of Class D Common Stock as described in footnote 9 to this Form 4) will be canceled. These exchange rights do not expire. ( 9 )Shares of 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 LLC Units held. Shares of Class D Common Stock are exchangeable for shares of 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. ( 10 )Reflects the cancellation for no consideration of a number of shares of Class D Common Stock in connection with the exchange by the reporting person of an equal number of LLC Units for Class A Common Stock.

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