Tradeweb Markets Inc. — Director's Dealing 2021

Mar 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tradeweb Markets Inc. (TW)
CIK: 0001758730
Period of Report: 2021-03-18

Reporting Person: Olesky Lee (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-18	Class A common stock	F	9128	$72.75	Disposed	473422	Direct
2021-03-18	Class A common stock	A	35	—	Acquired	473457	Direct
2021-03-18	Class A common stock	M	3033	$20.59	Acquired	476490	Direct
2021-03-18	Class A common stock	S	3033	$74.6665	Disposed	473457	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-18	Stock Option (Right to Buy)	$20.59	M	3033	Disposed	2028-10-26	Class A common stock (3033)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	20000	Indirect

Footnotes

F1: Represents shares withheld by the issuer to satisfy the tax withholding obligation associated with the settlement of restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock") held by the reporting person.

F2: This amount includes (i) 298,526 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2022, (ii) 34,302 unvested RSUs in respect of Class A Common Stock which are scheduled to vest in equal installments on each of March 17, 2022 and March 17, 2023, (iii) 102,906 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2023, and (iv) 29,665 unvested RSUs in respect of Class A Common Stock which are scheduled to vest in equal installments on each of the first, second and third anniversaries of March 15, 2021, in each case subject to the reporting person's continued employment through the applicable vesting date.

F3: 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.

F4: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 14, 2020.

F5: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.50 to $75.30, 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 range set forth in this footnote 5 to this Form 4.

F6: 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.

F7: The option is fully vested and exercisable as of the date hereof.