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*
Zucker Scott

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Admin. and Risk Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024
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 03/15/2024 A(1) 3,869 A $0 33,963(2) D
Class A common stock 03/18/2024 F(3) 2,626 D $103.82 31,337(2) D
Class A common stock 03/18/2024 A(4) 32 A $0 31,369(2) 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
Explanation of Responses:
1. The reported transaction is an award of restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock"). Subject to the reporting person's continued employment through the applicable vesting date, these RSUs are scheduled to vest in equal installments on each of the first, second and third anniversaries of March 15, 2024.
2. This amount includes (i) 1,493 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on March 15, 2025, (ii) 5,785 unvested RSUs in respect of Class A Common Stock that are scheduled to vest on January 1, 2025, (iii) 3,881 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on March 15, 2025 and March 15, 2026, (iv) 10,555 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2026, and (v) 3,869 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on March 15, 2025, March 15, 2026 and March 15, 2027, in each case subject to the reporting person's continued employment through the applicable vesting date.
3. Represents shares withheld by the issuer to satisfy the tax withholding obligation associated with the settlement of RSUs in respect of of Class A Common Stock held by the reporting person.
4. Represents shares of Class A Common Stock acquired in connection with the settlement of certain dividend equivalent rights (the "DERs"). The DERs were granted in connection with previously awarded RSUs, and settled in shares of Class A Common Stock in connection with the settlement of the RSUs to which they relate.
Remarks:
/s/ Douglas Friedman, Attorney-in-Fact for Scott Zucker 03/19/2024
** 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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