Tradeweb Markets Inc. — Director's Dealing 2021

Feb 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tradeweb Markets Inc. (TW)
CIK: 0001758730
Period of Report: 2021-02-05

Reporting Person: Bruni Enrico (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-05	Class A common stock	A	32158	—	Acquired	115392	Direct
2021-02-09	Class A common stock	M	119710	$20.59	Acquired	235102	Direct
2021-02-09	Class A common stock	S	142861	$67.6621	Disposed	92241	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-09	Stock Option (Right to Buy)	$20.59	M	119710	Disposed	2028-10-26	Class A common stock (119710)	Direct

Footnotes

F1: The reported transaction reflects the acquisition of performance-based restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock") that were granted to the reporting person on March 17, 2020, subject to the achievement of certain performance goals in respect of calendar year 2020. Those performance goals were deemed achieved at the maximum performance level on February 5, 2021. These RSUs remain unvested and are scheduled to vest on January 1, 2023, subject to the reporting person's continued employment through such date.

F2: This amount includes (i) 44,004 unvested RSUs in respect of the issuer's Class A Common Stock which are scheduled to vest on January 1, 2022, (ii) 16,079 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) 32,158 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: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 1, 2020.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.50 to $67.90, 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 this footnote 4.

F5: The option is fully vested and exercisable as of the date hereof.