SC 13D/A 1 tm219596d1_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Tradeweb Markets Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)

892672106

(CUSIP Number)

Timothy Knowland

General Counsel, Corporate Transactions, Corporate Functions and Anti-trust

London Stock Exchange Group plc

10 Paternoster Square

London

EC4M 7LS

Tel: +44 (0) 20 7797 1000

with a copy to:

Michael Levitt

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, NY 10022

Tel: (212) 277-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 9, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 892672106

1	NAMES OF REPORTING PERSONS Refinitiv US PME LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF		7	SOLE VOTING POWER
SHARES			22,988,329
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			22,988,329
PERSON		10	SHARED DISPOSITIVE POWER
WITH			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,988,329
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 892672106

1	NAMES OF REPORTING PERSONS Refinitiv US LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF		7	SOLE VOTING POWER
SHARES			22,988,329
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			22,988,329
PERSON		10	SHARED DISPOSITIVE POWER
WITH			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,988,329
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 892672106

1	NAMES OF REPORTING PERSONS LSEGA, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF		7	SOLE VOTING POWER
SHARES			22,988,329
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			22,988,329
PERSON		10	SHARED DISPOSITIVE POWER
WITH			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,988,329
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 892672106

1	NAMES OF REPORTING PERSONS Refinitiv TW Holdings Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF		7	SOLE VOTING POWER
SHARES			96,933,192
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			96,933,192
PERSON		10	SHARED DISPOSITIVE POWER
WITH			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	96,933,192
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	48.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 892672106

1	NAMES OF REPORTING PERSONS Refinitiv Parent Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF		7	SOLE VOTING POWER
SHARES			119,921,521
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			119,921,521
PERSON		10	SHARED DISPOSITIVE POWER
WITH			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	119,921,521
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	54.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 892672106

1	NAMES OF REPORTING PERSONS London Stock Exchange Group plc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales
NUMBER OF		7	SOLE VOTING POWER
SHARES			119,921,521
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			119,921,521
PERSON		10	SHARED DISPOSITIVE POWER
WITH			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	119,921,521
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	54.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, CO

Explanatory Note

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed on February 8, 2021 (the “Original Statement”), as amended by Amendment No. 1 (“Amendment No. 1”) filed on March 1, 2021 on behalf of (i) Refinitiv US PME LLC, a Delaware limited liability company, (ii) Refinitiv US LLC, a Delaware limited liability company, (iii) LSEGA, Inc. a Delaware corporation, (iv) Refinitiv TW Holdings Ltd., a Cayman Islands exempted company, (v) Refinitiv Parent Limited, a Cayman Islands exempted company, and (vi) London Stock Exchange Group plc, a public limited company organized in England and Wales. Each of the foregoing is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”. The Original Statement, as amended by Amendment No. 1 and this Amendment No. 2 (the “Schedule 13D”) relates to the Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”) of Tradeweb Markets Inc., a Delaware corporation (the “Issuer”)

Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Original Statement. This Amendment amends the Schedule 13D as specifically set forth herein. Except as set forth below, all previous Items in the Schedule 13D remain unchanged.

Item 4.

Purpose of the Transaction

The last two paragraph of Item 4 are hereby amended and restated as follows:

The Stockholders Agreement (as defined below) requires the Issuer to nominate a number of individuals designated by Refinitiv US PME LLC and Refinitiv Parent Limited (the “Refinitiv Owners”) for election as directors of the Issuer at any meeting of the Issuer’s stockholders (each a “Refinitiv Director”) such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Issuer’s Board or a duly-authorized committee of the Board, as a director of the Issuer, the number of Refinitiv Directors serving as directors of the Issuer will be equal to, if the Refinitiv Owners and their affiliates together continue to hold at least 50% of the combined voting power of the Issuer’s outstanding common stock as of the record date for such meeting, the total number of directors comprising the entire Board. In addition, in the case of a vacancy on the Issuer’s Board created by the removal, resignation or otherwise of a Refinitiv Director, the Stockholders Agreement, to the extent the Refinitiv Owners continue to be entitled to nominate such Refinitiv Director, requires the Issuer to nominate an individual designated by the Refinitiv Owners for election to fill the vacancy. On March 9, 2021, Debra Walton resigned from the Board of the Issuer, effective March 18, 2021. On March 9, 2021, the Board of the Issuer appointed Murray Roos, age 45, as a Class I director, effective March 19, 2021. Mr. Roos has served as the Group Director, Capital Markets, and as a member of the Executive Committee, of LSEG since April 2020. Mr. Roos will hold office until the annual meeting of stockholders to be held in 2023 and until his successor shall be elected and qualified or until his earlier death, resignation, retirement, disqualification or removal. Any nominees to the Issuer’s Board may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as described in this Schedule 13D, as at the date of this filing, the Reporting Persons do not have any approved plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 12, 2021

	REFINITIV US PME LLC

	By:	/s/ Teresa Hogan as Attorney-in-Fact

	REFINITIV US LLC

	By:	/s/ Teresa Hogan as Attorney-in-Fact

	LSEGA, INC.

	By:	/s/ Teresa Hogan as Attorney-in-Fact

	REFINITIV TW HOLDINGS LTD.

	By:	/s/ Teresa Hogan as Attorney-in-Fact

	REFINITIV PARENT LIMITED

	By:	/s/ Teresa Hogan as Attorney-in-Fact

	LONDON STOCK EXCHANGE GROUP PLC

	By:	/s/ Teresa Hogan as Attorney-in-Fact

SEC Form SC 13D/A filed