Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-19-021693
Date:2019-11-15
Issuer: TRADEWEB MARKETS INC. (TW)
Original Submission Date:

Reporting Person:

SPENCER JAMES
TRADEWEB MARKETS INC.
1177 AVENUE OF THE AMERICAS NEW YORK, NY 10036

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS D COMMON STOCK 0.0 2019-11-15 deemed execution date D 4,566 (d) class c common stock 4,566 $0.00 42,133 direct
NON-VOTING COMMON UNITS OF TRADEWEB MARKETS LLC 0.0 2019-11-15 deemed execution date D 4,566 (d) class a common stock 4,566 $0.00 42,133 direct
Footnotes
IDfootnote
f1 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.
f2 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.
f3 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.
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