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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Spencer James (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 Technology Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/21/2020
	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	02/21/2020		A		39,604(1)	A	$0	97,937(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	02/21/2020		A		84,542(3)		(4)	10/26/2028	Class A common stock	84,542	$0	169,083(5)	D

Explanation of Responses:

1. The reported transaction reflects the acquisition of performance-based restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock") that were granted to the reporting person on February 13, 2019, subject to the achievement of certain performance goals in respect of calendar year 2019. Those performance goals were deemed achieved at the maximum performance level on February 21, 2020. These RSUs remain unvested and are scheduled to vest on January 1, 2022, subject to the reporting person's continued employment through such date.

2. This amount includes (i) 31,663 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2021, subject to the reporting person's continued employment through such date, and (ii) 39,604 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2022, subject to the reporting person's continued employment through such date.

3. The reported transaction reflects the acquisition of options that were granted to the reporting person on October 26, 2018, subject to the achievement of certain performance goals in respect of calendar year 2019 which were deemed achieved on February 21, 2020.

4. This option is fully vested and exercisable as of the date hereof.

5. This amount reflects the options reported on this Form 4 in addition to 84,541 options that were granted on October 26, 2018 and previously reported by the reporting person, all of which are currently vested and exercisable.

	/s/ Scott Zucker, Attorney-in-Fact for James Spencer	02/25/2020
	** Signature of Reporting Person	Date
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