McVey Richard M 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.

299 PARK AVENUE

(Street)

NEW YORK NY 10171

(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)
10/29/2018

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	10/29/2018		M		10,298	A	$21.56	1,054,986	D
Common Stock, par value $0.003 per share	10/29/2018		M		12,202	A	$21.56	1,067,188	D
Common Stock, par value $0.003 per share	10/29/2018		S(1)		12,202	D	$209.6289(2)	1,054,986	D
Common Stock, par value $0.003 per share	10/30/2018		M		9,860	A	$21.56	1,064,846	D
Common Stock, par value $0.003 per share	10/30/2018		M		11,640	A	$21.56	1,076,486	D
Common Stock, par value $0.003 per share	10/30/2018		S(1)		11,640	D	$214.336(3)	1,064,846	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
Employee Stock Option (right to buy)	$21.56	10/29/2018		M			10,298	(4)	01/19/2021	Common Stock	10,298	$0	167,671	D
Employee Stock Option (right to buy)	$21.56	10/29/2018		M			12,202	(4)	01/19/2021	Common Stock	12,202	$0	155,469	D
Employee Stock Option (right to buy)	$21.56	10/30/2018		M			9,860	(4)	01/19/2021	Common Stock	9,860	$0	145,609	D
Employee Stock Option (right to buy)	$21.56	10/30/2018		M			11,640	(4)	01/19/2021	Common Stock	11,640	$0	133,969	D

Explanation of Responses:

1. The shares sold were acquired contemporaneously upon the cashless exercise of a stock option at an exercise price of $21.56 per share.

2. The transaction was executed in multiple trades at prices ranging from $209.25 to $210.10. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

3. The transaction was executed in multiple trades at prices ranging from $213.95 to $214.645. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

4. The option was granted on January 19, 2011. The shares underlying the option vested at the following times: 12.5% on January 15, 2012, 25% on each of January 15, 2013, 2014 and 2015, and 12.5% on January 15, 2016.

Remarks:

	/s/ Ori Solomon, as Attorney-in-Fact for Richard M. McVey	10/31/2018
	** 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).
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