Tradeweb Markets Inc. — Director's Dealing 2021

Feb 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tradeweb Markets Inc. (TW)
CIK: 0001758730
Period of Report: 2021-02-24

Reporting Person: Olesky Lee (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Class A common stock	M	139408	$20.59	Acquired	704373	Direct
2021-02-24	Class A common stock	S	55972	$70.2146	Disposed	648401	Direct
2021-02-24	Class A common stock	S	83436	$70.6813	Disposed	564965	Direct
2021-02-25	Class A common stock	M	191089	$20.59	Acquired	756054	Direct
2021-02-25	Class A common stock	S	6500	$70.9538	Disposed	749554	Direct
2021-02-25	Class A common stock	S	184589	$71.667	Disposed	564965	Direct
2021-02-25	Class A common stock	S	112080	$72.2528	Disposed	452885	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-24	Stock Option (Right to Buy)	$20.59	M	139408	Disposed	2028-10-26	Class A common stock (139408)	Direct
2021-02-24	Stock Option (Right to Buy)	$20.59	A	845411	Acquired	2028-10-26	Class A common stock (845411)	Direct
2021-02-25	Stock Option (Right to Buy)	$20.59	M	191089	Disposed	2028-10-26	Class A common stock (191089)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	20000	Indirect

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2020.

F2: This amount includes (i) 298,526 unvested restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock") which are scheduled to vest on January 1, 2022, (ii) 51,453 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 17, 2020, and (iii) 102,906 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2023, in each case subject to the reporting person's continued employment through the applicable vesting date.

F3: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.50 to $70.49, 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 ranges set forth in footnotes 3, 4, 5, 6 and 8 to this Form 4.

F4: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.50 to $71.17, inclusive.

F5: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.14 to $71.13, inclusive.

F6: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.14 to $72.07, inclusive.

F7: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 14, 2020.

F8: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.59, inclusive.

F9: 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.

F10: The option is fully vested and exercisable as of the date hereof.

F11: The reported transaction reflects the acquisition of options that were granted to the reporting person on October 26, 2018, subject to the achievement of certain performance goals in respect of calendar year 2020 which were deemed achieved on February 24, 2021.

F12: This amount reflects the options reported on this Form 4 in addition to 1,125,388 options that were granted on October 26, 2018 and previously reported by the reporting person, all of which are currently vested and exercisable.