FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Refinitiv US PME LLC
2. Issuer Name and Ticker or Trading Symbol

Tradeweb Markets Inc. [ TW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

28 LIBERTY PLACE, 58TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/29/2023
(Street)

NEW YORK, NY 10005
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 C Common Stock 12/29/2023  C  18,000,000 A (1)18,000,000 D (2)(3)(4)(5)(6) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class D Common Stock  (1)12/29/2023  C     18,000,000  1/29/2021  (1)Class C Common Stock 18,000,000 $0 (1)4,988,329 D (2)(3)(4)(5)(6) 

Explanation of Responses:
(1) Shares of Class D common stock of the Issuer ("Class D Common Stock") have ten votes per share but no economic rights (including rights to dividends or, other than their par value, distributions upon liquidation) and are issued in an equal amount to the number of non-voting common units of Tradeweb Markets LLC, a subsidiary of the Issuer ("LLC Units"), held. Shares of Class D Common Stock are exchangeable for shares of the Issuer's Class C common stock ("Class C Common Stock"), which have one vote per share but no economic rights (other than their par value upon liquidation), on a one-for-one basis at the discretion of the holder. These exchange rights do not expire.
(2) These securities are directly held by Refinitiv US PME LLC.
(3) Refinitiv US LLC is the controlling member of Refinitiv US PME LLC. LSEGA, Inc. is the sole member of Refinitiv US LLC. Refinitiv Parent Limited is the sole shareholder of LSEG US Holdco, Inc., which is the sole shareholder of LSEGA, Inc. IAG US LLC is a member of Refinitiv US PME LLC. Refinitiv International Holdings S.a r.l. is the sole member of IAG US LLC. Refinitiv Netherlands Holdings BV is the sole shareholder of Refinitiv International Holdings S.a r.l.
(4) Refinitiv UK (Rest of World) Holdings Limited is the sole shareholder of Refinitiv Netherlands Holdings BV. Refinitiv UK Parent Limited is the sole shareholder of Refinitiv UK (Rest of World) Holdings Limited. LSEGA Jersey Limited is the sole shareholder of Refinitiv UK Parent Limited. Refinitiv Parent Limited is the sole shareholder of LSEGA Jersey Limited. London Stock Exchange Group plc is the controlling shareholder of Refinitiv Parent Limited. LSEGA Limited and LSEGA2 Limited are shareholders of Refinitiv Parent Limited and London Stock Exchange Group plc is the sole shareholder of each of LSEGA Limited and LSEGA2 Limited.
(5) Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
(6) Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Refinitiv US PME LLC
28 LIBERTY PLACE, 58TH FLOOR
NEW YORK, NY 10005

X

Refinitiv US LLC
28 LIBERTY PLACE, 58TH FLOOR
NEW YORK, NY 10005

X

LSEGA, Inc.
28 LIBERTY PLACE, 58TH FLOOR
NEW YORK, NY 10005

X

LSEG US Holdco, Inc.
28 LIBERTY STREET, 58TH FLOOR
NEW YORK, NY 10005

X

Refinitiv TW Holdings Ltd.
FIVE CANADA SQUARE, CANARY WHARF
LONDON, X0 E14 5AQ

X

Refinitiv Parent Ltd
FIVE CANADA SQUARE, CANARY WHARF
LONDON, X0 E14 5AQ

X

London Stock Exchange Group plc
10 PATERNOSTER SQUARE
LONDON, X0 EC4M 7LS

X


Signatures
/s/ Teresa Hogan, attorney-in-fact for REFINITIV US PME LLC1/3/2024
**Signature of Reporting PersonDate

/s/ Teresa Hogan, attorney-in-fact for REFINITIV US LLC1/3/2024
**Signature of Reporting PersonDate

/s/ Teresa Hogan, attorney-in-fact for LSEGA, INC.1/3/2024
**Signature of Reporting PersonDate

/s/ Teresa Hogan, attorney-in-fact for LSEG US HOLDCO, INC.1/3/2024
**Signature of Reporting PersonDate

/s/ Teresa Hogan, attorney-in-fact for REFINITIV TW HOLDINGS LTD.1/3/2024
**Signature of Reporting PersonDate

/s/ Teresa Hogan, attorney-in-fact for REFINITIV PARENT LIMITED1/3/2024
**Signature of Reporting PersonDate

/s/ Teresa Hogan, attorney-in-fact for LONDON STOCK EXCHANGE GROUP PLC1/3/2024
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.