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*
WARSHAW ROBERT J

(Last) (First) (Middle)
TRADEWEB MARKETS INC.
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 A common stock 01/16/2020 M(1) 14,420 A $20.59 77,404(2) D
Class A common stock 01/16/2020 S(1) 14,420 D $45.4184(3) 62,984(2) D
Class A common stock 01/17/2020 M(1) 36,929 A $20.59 99,913(2) D
Class A common stock 01/17/2020 S(1) 34,849 D $45.8396(4) 65,064(2) D
Class A common stock 01/17/2020 S(1) 2,080 D $46.33(5) 62,984(2) D
Class A common stock 01/21/2020 M(1) 1,791 A $20.59 64,775(2) D
Class A common stock 01/21/2020 S(1) 1,791 D $45.8846(6) 62,984(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 (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
Stock Option (Right to Buy) $20.59 01/16/2020 M(1) 14,420 (7) 10/26/2028 Class A common stock 14,420 $0 317,704 D
Stock Option (Right to Buy) $20.59 01/17/2020 M(1) 36,929 (7) 10/26/2028 Class A common stock 36,929 $0 280,775 D
Stock Option (Right to Buy) $20.59 01/21/2020 M(1) 1,791 (7) 10/26/2028 Class A common stock 1,791 $0 278,984 D
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 24,629 unvested restricted stock units in respect of the issuer's Class A common stock ("RSUs") 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 30,355 vested RSUs which will be settled on February 3, 2020.
3. 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.11 to $45.90, 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, 5 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 $45.27 to $46.26, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.28 to $46.46, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.60 to $46.03, inclusive.
7. This option is fully vested and exercisable as of the date hereof.
/s/ Scott Zucker, Attorney-in-Fact for Robert Warshaw 01/21/2020
** 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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