SEC FORM 4/A

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

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)
01/14/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/19/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.003	01/14/2011		A		67,961	A	$0⁽¹⁾	667,337	D
Common Stock, par value $0.003	01/14/2011		F		49,455⁽²⁾	D	$21.59	617,882	D
Common Stock, par value $0.003	01/19/2011		A		119,565	A	$0⁽³⁾	737,447	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$21.56	01/19/2011		A		219,969		⁽⁴⁾	01/19/2021	Common Stock	219,969	$0	219,969	D

Explanation of Responses:

1. Represents a grant of restricted stock units pursuant to the Company's 2004 Stock Incentive Plan (Amended and Restated Effective April 28, 2006) (the "2004 Plan"). The restricted stock units will vest in three equal installments on February 15, 2012, January 15, 2013 and January 15, 2014.

2. 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.

3. Represents a grant of restricted stock units pursuant to the 2004 Plan. The restricted stock units vest at the following times: 12.5% on February 19, 2012, 25% on each of January 15, 2013, 2014 and 2015, and 12.5% on January 15, 2016.

4. The option was granted on January 19, 2011. The shares underlying the option will vest 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.

	/s/ Ori Solomon, as Attorney-in-Fact for Richard M. McVey	01/19/2011
	** 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).
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