Tradeweb Markets (TW) Form 4 Tradeweb Markets / Lee Olesky 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^*

Olesky Lee

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022

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
Class A common stock	08/15/2022		M(1)		48,532	A	$20.59	298,909(2)	D
Class A common stock	08/15/2022		S(1)		48,532	D	$74.125(3)	250,377(2)	D
Class A common stock	08/16/2022		M(1)		51,468	A	$20.59	301,845(2)	D
Class A common stock	08/16/2022		S(1)		51,468	D	$74.0562(4)	250,377(2)	D
Class A common stock								20,000	I	See footnote(5)

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	08/15/2022		M(1)			48,532	(6)	10/26/2028	Class A common stock	48,532	$0	604,721	D
Stock Option (Right to Buy)	$20.59	08/16/2022		M(1)			51,468	(6)	10/26/2028	Class A common stock	51,468	$0	553,253	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 15, 2022.

2. This amount includes (i) 17,151 unvested restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock") which are scheduled to vest on March 17, 2023, (ii) 102,906 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2023, (iii) 19,777 unvested RSUs in respect of Class A Common Stock which are scheduled to vest in equal installments on each of March 15, 2023 and March 15, 2024, (iv) 59,330 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2024, and (v) 31,000 unvested RSUs in respect of Class A Common Stock which are scheduled to vest in equal installments on the first, second and third anniversaries of March 15, 2022, in each case subject to the reporting person's continued employment through the applicable vesting date.

3. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.37, 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 and 4 to this Form 4.

4. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.25, inclusive.

5. The reporting person owns these securities through The Lee Olesky 2019 Family Trust U/A/D March 21, 2019 ("The Family Trust"). The reporting person and his wife, as the co-trustees of The Family Trust, share the power to vote and invest the securities, but each disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein.

6. The option is fully vested and exercisable as of the date hereof.

	/s/ Scott Zucker, Attorney-in-Fact for Lee Olesky	08/16/2022
	** Signature of Reporting Person	Date
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