| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARKETAXESS HOLDINGS INC [ MKTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/30/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/30/2010 | A | 4,923(1) | A | $0 | 4,923(2) | I | Robert W. Trudeau(3) | ||
| Common Stock | 8,403(4) | I | TCV VI Management, L.L.C.(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents a grant of restricted stock pursuant to the issuer's 2004 Incentive Plan (as amended and restated effective April 28, 2006). |
| 2. Excludes 4,178 shares that were previously held by Robert W. Trudeau ("Trudeau"), but were transferred from Trudeau to TCV VI Management, L.L.C. ("TCM VI") on June 7, 2010, and are now held directly by TCM VI. |
| 3. These shares of restricted stock are directly held by Trudeau. Trudeau has sole voting and dispositive power over the shares; however, TCM VI owns 100% of the pecuniary interest therein. Trudeau, Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr. and William J.G. Griffith IV (collectively, the "TCM Members") are members of TCM VI, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| 4. Excludes 4,923 shares directly held of record by Trudeau, but includes 4,178 shares that were previously held directly by Trudeau, but were transferred from Trudeau to TCM VI on June 7, 2010, and are now held directly by TCM VI. |
| 5. These shares are directly held by TCM VI. The TCM Members are members of TCM VI, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| Remarks: |
| Frederic D. Fenton Authorized signatory for Robert W. Trudeau | 08/03/2010 | |
| Frederic D. Fenton Authorized signatory for Jay C. Hoag | 08/03/2010 | |
| Frederic D. Fenton Authorized signatory for Richard H. Kimball | 08/03/2010 | |
| Frederic D. Fenton Authorized signatory for John L. Drew | 08/03/2010 | |
| Frederic D. Fenton Authorized signatory for Jon Q. Reynolds Jr. | 08/03/2010 | |
| Frederic D. Fenton Authorized signatory for William J.G. Griffith IV | 08/03/2010 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||