SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Friedman Douglas

(Last)

(First)

(Middle)

TRADEWEB MARKETS INC.

1177 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2019

3. Issuer Name and Ticker or Trading Symbol
Tradeweb Markets Inc. [ TW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock⁽¹⁾	42,508	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class D common stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class C common stock	19,400	⁽²⁾⁽³⁾	D
Non-voting common units of Tradeweb Markets LLC	⁽³⁾	⁽³⁾	Class A common stock	19,400	⁽³⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	10/26/2028	Class A common stock	181,159	$20.59	D

Explanation of Responses:

1. The reporting person was granted two awards of restricted stock units under the terms of the Amended and Restated Tradeweb Markets Inc. PRSU Plan consisting of (i) a grant of 19,641 restricted stock units which will vest on January 1, 2020, and (ii) a grant of 22,867 restricted stock units which will vest on January 1, 2021, each subject to the reporting person's continued employment on such date. Each grant of restricted stock units represents a contingent right to receive one share of Class A common stock of the issuer ("Class A Common Stock").

2. 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.

3. 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 2 to this Form 3) will be canceled. These exchange rights do not expire.

4. The reporting person owns an option to purchase 181,159 shares of Class A Common Stock, which is vested as to 144,928 of the shares subject thereto as of the date hereof. The remainder of the option will vest on January 1, 2020, subject to the reporting person's continued employment on such date.

	/s/ Scott Zucker, Attorney-in-Fact for Douglas Friedman	04/04/2019
	** 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 5 (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).
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