MarketAxess (MKTX) Form 4 MARKETAXESS / Richard M McVey ownership change

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^*

McVey Richard M

(Last) (First) (Middle)

C/O MARKETAXESS HOLDINGS INC.

55 HUDSON YARDS, 15TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARKETAXESS HOLDINGS INC [ MKTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022

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
Common Stock, par value $0.003 per share	01/31/2022		A		2,300	A	$0.00(1)	732,133	D
Common Stock, par value $0.003 per share	01/31/2022		F(2)		4,032	D	$344.48	728,101	D
Common Stock, par value $0.003 per share	01/31/2022		F(3)		1,321	D	$344.48	726,780	D
Common Stock, par value $0.003 per share	01/31/2022		F(3)		504	D	$344.48	726,276	D
Common Stock, par value $0.003 per share	01/31/2022		F(4)		285	D	$344.48	725,991	D
Common Stock, par value $0.003 per share								2,000	I	By Immediate Family Members

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)	$344.48	01/31/2022		A		7,982		(5)	01/31/2028	Common Stock	7,982	$0.00	7,982	D

Explanation of Responses:

1. Represents a grant of restricted stock units pursuant to the Company's 2020 Equity Incentive Plan. The restricted stock units will vest in three installments of 34% on January 31, 2023, and 33% on each of January 31, 2024 and January 31, 2025.

2. Represents the surrender of shares to the Company to satisfy Mr. McVey's tax withholding obligation upon the receipt of vested restricted stock units that had been previously deferred by Mr. McVey.

3. Represents the surrender of shares to the Company to satisfy Mr. McVey's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. McVey.

4. Represents the surrender of shares to the Company to satisfy Mr. McVey's tax withholding obligation upon the vesting of shares of restricted stock units previously granted to Mr. McVey.

5. The stock options will vest in three installments of 34% on January 31, 2023, and 33% on each of January 31, 2024 and January 31, 2025.

Remarks:

	/s/ Jason Edelstein, as Attorney-in-Fact for Richard M. McVey	02/02/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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