SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Refinitiv US PME LLC

(Last) (First) (Middle)
28 LIBERTY PLACE, 58TH FLOOR

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tradeweb Markets Inc. [ TW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 C Common Stock 12/29/2023 C 18,000,000 A (1) 18,000,000 D(2)(3)(4)(5)(6)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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) 12/29/2023 C 18,000,000 01/29/2021 (1) Class C Common Stock 18,000,000 $0(1) 4,988,329 D(2)(3)(4)(5)(6)
1. Name and Address of Reporting Person*
Refinitiv US PME LLC

(Last) (First) (Middle)
28 LIBERTY PLACE, 58TH FLOOR

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Refinitiv US LLC

(Last) (First) (Middle)
28 LIBERTY PLACE, 58TH FLOOR

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LSEGA, Inc.

(Last) (First) (Middle)
28 LIBERTY PLACE, 58TH FLOOR

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LSEG US Holdco, Inc.

(Last) (First) (Middle)
28 LIBERTY STREET, 58TH FLOOR

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Refinitiv TW Holdings Ltd.

(Last) (First) (Middle)
FIVE CANADA SQUARE, CANARY WHARF

(Street)
LONDON X0 E14 5AQ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Refinitiv Parent Ltd

(Last) (First) (Middle)
FIVE CANADA SQUARE, CANARY WHARF

(Street)
LONDON X0 E14 5AQ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
London Stock Exchange Group plc

(Last) (First) (Middle)
10 PATERNOSTER SQUARE

(Street)
LONDON X0 EC4M 7LS

(City) (State) (Zip)
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, distributions 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. These securities are directly held by Refinitiv US PME LLC.
3. Refinitiv US LLC is the controlling member of Refinitiv US PME LLC. LSEGA, Inc. is the sole member of Refinitiv US LLC. Refinitiv Parent Limited is the sole shareholder of LSEG US Holdco, Inc., which is the sole shareholder of LSEGA, Inc. IAG US LLC is a member of Refinitiv US PME LLC. Refinitiv International Holdings S.a r.l. is the sole member of IAG US LLC. Refinitiv Netherlands Holdings BV is the sole shareholder of Refinitiv International Holdings S.a r.l.
4. Refinitiv UK (Rest of World) Holdings Limited is the sole shareholder of Refinitiv Netherlands Holdings BV. Refinitiv UK Parent Limited is the sole shareholder of Refinitiv UK (Rest of World) Holdings Limited. LSEGA Jersey Limited is the sole shareholder of Refinitiv UK Parent Limited. Refinitiv Parent Limited is the sole shareholder of LSEGA Jersey Limited. London Stock Exchange Group plc is the controlling shareholder of Refinitiv Parent Limited. LSEGA Limited and LSEGA2 Limited are shareholders of Refinitiv Parent Limited and London Stock Exchange Group plc is the sole shareholder of each of LSEGA Limited and LSEGA2 Limited.
5. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
6. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
/s/ Teresa Hogan, attorney-in-fact for REFINITIV US PME LLC 01/03/2024
/s/ Teresa Hogan, attorney-in-fact for REFINITIV US LLC 01/03/2024
/s/ Teresa Hogan, attorney-in-fact for LSEGA, INC. 01/03/2024
/s/ Teresa Hogan, attorney-in-fact for LSEG US HOLDCO, INC. 01/03/2024
/s/ Teresa Hogan, attorney-in-fact for REFINITIV TW HOLDINGS LTD. 01/03/2024
/s/ Teresa Hogan, attorney-in-fact for REFINITIV PARENT LIMITED 01/03/2024
/s/ Teresa Hogan, attorney-in-fact for LONDON STOCK EXCHANGE GROUP PLC 01/03/2024
** 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).
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