|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
Tradeweb Markets Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
892672106 (CUSIP Number) |
Timothy Knowland, GC Corporate London Stock Exchange Group plc, 10 Paternoster Square London, X0, EC4M 7LS 44 (0) 20 7797 1000 Michael Levitt Freshfields US LLP, 3 World Trade Center, 175 Greenwich St. New York, NY, 10007 (212) 277-4000 Sebastian Fain Freshfields US LLP, 3 World Trade Center, 175 Greenwich St. New York, NY, 10007 (212) 277-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | 892672106 |
| 1 |
Name of reporting person
Refinitiv US PME LLC |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
22,988,329.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
22,988,329.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
22,988,329.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
16.5 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 892672106 |
| 1 |
Name of reporting person
Refinitiv US LLC |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
22,988,329.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
22,988,329.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
22,988,329.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
16.5 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 892672106 |
| 1 |
Name of reporting person
LSEGA, Inc. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
22,988,329.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
22,988,329.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
22,988,329.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
16.5 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 892672106 |
| 1 |
Name of reporting person
LSEG US Holdco, Inc. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
22,988,329.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
22,988,329.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
22,988,329.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
16.5 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 892672106 |
| 1 |
Name of reporting person
Refinitiv TW Holdings Ltd. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
96,933,192.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
96,933,192.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
96,933,192.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
45.5 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 892672106 |
| 1 |
Name of reporting person
Refinitiv Parent Limited |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
119,921,521.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
119,921,521.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
119,921,521.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
50.8 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 892672106 |
| 1 |
Name of reporting person
London Stock Exchange Group plc |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 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
UNITED KINGDOM
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
119,921,521.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
119,921,521.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
119,921,521.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
50.8 % |
| 14 |
Type of Reporting Person (See Instructions)
CO, HC |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Class A Common Stock |
| (b) |
Name of Issuer:
Tradeweb Markets Inc. |
| (c) |
Address of Issuer's Principal Executive Offices:
1177 Avenue of the Americas, New York,
NEW YORK
, 10036. |
| Item 1 Comment: Explanatory Note This Amendment No. 8 (this "Amendment No. 8") 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, Amendment No. 2 ("Amendment No. 2") filed on March 12, 2021, Amendment No. 3 ("Amendment No. 3") filed on June 30, 2021, Amendment No. 4 ("Amendment No. 4") filed on July 8, 2022, Amendment No. 5 ("Amendment No. 5") filed on February 22, 2023, Amendment No. 6 ("Amendment No. 6") filed on January 3, 2024 and Amendment No. 7 ("Amendment No. 7") filed on September 19, 2024 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) LSEG US Holdco, Inc., a Delaware corporation, (v) Refinitiv TW Holdings Ltd., a Cayman Islands exempted company, (vi) Refinitiv Parent Limited, a Cayman Islands exempted company, and (vii) London Stock Exchange Group plc, a public limited company organized in England and Wales. Each of the foregoing entities is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." The Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8 (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"). | |
| Item 2. | Identity and Background |
| (a) | Schedule I attached to the Original Statement and any amendment thereto is hereby replaced and superseded in its entirety by Schedule I attached hereto. |
| Item 4. | Purpose of Transaction |
The penultimate paragraph of Item 4 is hereby supplemented by adding the below disclosure immediately prior to the last sentence in such paragraph:
On March 6, 2025, the Board of the Issuer appointed Rich Repetto as a Class II director, effective March 6, 2025. Mr. Repetto will hold office until the annual meeting of the Issuer's stockholders to be held in 2027 and until his successor shall be elected and qualified or until his earlier death, resignation, retirement, disqualification or removal. Mr. Repetto was designated to serve on the Board by Refinitiv Parent pursuant to the Stockholders Agreement. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The first two sentences of paragraphs (a) and (b) of Item 5 are hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of shares of Class A Common Stock beneficially owned assume that 116,163,963 shares of Class A Common Stock were outstanding as of January 31, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2025, and also takes into account the shares of Class A Common Stock underlying any shares of Class B Common Stock or non-voting common units (the "LLC Interests") of Tradeweb Markets LLC, a subsidiary of the Issuer, held by Reporting Persons, as applicable. Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Class A Common Stock listed on such Reporting Person's cover page. |
| (b) | See Item 5(a) above. |
| Item 7. | Material to be Filed as Exhibits. |
Schedule I: Additional Information Concerning the Reporting 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.
|
Refinitiv US PME LLC |
| Signature: | /s/ Teresa Hogan | |
| Name/Title: | Teresa Hogan as Attorney-in-Fact | |
| Date: | 03/10/2025 |
Refinitiv US LLC |
| Signature: | /s/ Teresa Hogan | |
| Name/Title: | Teresa Hogan as Attorney-in-Fact | |
| Date: | 03/10/2025 |
LSEGA, Inc. |
| Signature: | /s/ Teresa Hogan | |
| Name/Title: | Teresa Hogan as Attorney-in-Fact | |
| Date: | 03/10/2025 |
LSEG US Holdco, Inc. |
| Signature: | /s/ Teresa Hogan | |
| Name/Title: | Teresa Hogan as Attorney-in-Fact | |
| Date: | 03/10/2025 |
Refinitiv TW Holdings Ltd. |
| Signature: | /s/ Teresa Hogan | |
| Name/Title: | Teresa Hogan as Attorney-in-Fact | |
| Date: | 03/10/2025 |
Refinitiv Parent Limited |
| Signature: | /s/ Teresa Hogan | |
| Name/Title: | Teresa Hogan as Attorney-in-Fact | |
| Date: | 03/10/2025 |
London Stock Exchange Group plc |
| Signature: | /s/ Teresa Hogan | |
| Name/Title: | Teresa Hogan as Attorney-in-Fact | |
| Date: | 03/10/2025 |
SCHEDULE I
ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS
London Stock Exchange Group plc
| Name | Principal Address | Principal Occupation | Citizenship | |||
| Executive Officers | ||||||
| David Schwimmer | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chief Executive Officer and Executive Director, LSEG | United States | |||
| Michel-Alain Proch | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chief Financial Officer and Executive Director, LSEG | France | |||
| Balbir Bakhshi | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chief Risk Officer, LSEG | Great Britain | |||
| Catherine Johnson | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | General Counsel, LSEG | Great Britain | |||
| Erica Bourne | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chief People Officer, LSEG | Ireland | |||
| Daniel Maguire | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Group Head, LSEG Markets and CEO, LCH Group | Great Britain | |||
| Pascal Boillat | 28 Liberty Street New York, NY 10005 | Chief Operating Officer, LSEG | United States; Switzerland | |||
| Ron Lefferts | 28 Liberty Street New York, NY 10005 | Group Head of Sales & Account Management, LSEG | United States | |||
| Irfan Hussain | 28 Liberty Street New York, NY 10005 | Chief Information Officer, LSEG | United States | |||
| Directors | ||||||
| Donald Robert | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chairman of the Board of LSEG | United States, Great Britain |
| David Schwimmer | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chief Executive Officer and Executive Director, LSEG | United States | |||
| Michel-Alain Proch | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chief Financial Officer and Executive Director, LSEG | France | |||
| Dominic William Blakemore | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Group Chief Executive Officer of Compass Group PLC | Great Britain | |||
| Martin Johannes Brand | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Head of Blackstone Capital Partners, Blackstone Inc. | United States | |||
| Professor Kathleen DeRose | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Non-Executive Director of Experian plc, Non-Executive Director of Enfusion Inc. and Non -Executive Director of Voya Financial, Inc. Clinical Associate Professor of Finance at the New York University Leonard N. Stern School of Business and Innovation | United States | |||
| Tsega Gebreyes | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Founding Director, Satya Capital Limited | Ethiopia | |||
| Scott David Guthrie | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Executive Vice President, Microsoft Cloud and AI Group | United States | |||
| Cressida Mary Hogg CBE | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chair of the Board of Directors of BAE Systems plc | Great Britain | |||
| Dr. Val Rahmani | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Non-Executive Director at RenaissanceRe Holdings Limited and Non-Executive Director of Entrust | United States, Great Britain | |||
| William Vereker | c/o: London Stock Exchange Group plc, 10 Paternoster Square, London, EC4M 7LS | Chairman, Santander UK | Great Britain |
Refinitiv US PME LLC
| Name and Title | Principal Address | Principal Occupation | Citizenship | |||
| Directors | ||||||
| Kayleigh Pettit | 28 Liberty Street New York, NY 10005 | Head of Legal, D&A Americas | United States | |||
| Martin Cramer | 28 Liberty Street New York, NY 10005 | Head of Group Corporate Development | Sweden |
Refinitiv US LLC
| Name and Title | Principal Address | Principal Occupation | Citizenship | |||
| Directors | ||||||
| Kayleigh Pettit | 28 Liberty Street New York, NY 10005 | Head of Legal, D&A Americas | United States | |||
| Martin Cramer | 28 Liberty Street New York, NY 10005 | Head of Group Corporate Development | Sweden |
LSEGA, Inc.
| Name and Title | Principal Address | Principal Occupation | Citizenship | |||
| Directors | ||||||
| Kayleigh Pettit | 28 Liberty Street New York, NY 10005 | Head of Legal, D&A Americas | United States | |||
| Martin Cramer | 28 Liberty Street New York, NY 10005 | Head of Group Corporate Development | Sweden |
LSEG US Holdco, Inc.
| Name and Title | Principal Address | Principal Occupation | Citizenship | |||
| Directors | ||||||
| Kayleigh Pettit | 28 Liberty Street New York, NY 10005 | Head of Legal, D&A Americas | United States | |||
| Martin Cramer | 28 Liberty Street New York, NY 10005 | Head of Group Corporate Development | Sweden |
Refinitiv TW Holdings Ltd.
| Name and Title | Principal Address | Principal Occupation | Citizenship | |||
| Directors | ||||||
| Timothy Knowland | Five Canada Square, Canary Wharf, London E14 5AQ | General Counsel, Corporate, LSEG | Great Britain | |||
| Peter Thorn | Five Canada Square, Canary Wharf, London E14 5AQ | Global Transfer Pricing Controller, LSEG | Great Britain |
Refinitiv Parent Limited
| Name and Title | Principal Address | Principal Occupation | Citizenship | |||
| Directors | ||||||
| Timothy Knowland | Five Canada Square, Canary Wharf, London E14 5AQ | General Counsel, Corporate, LSEG | Great Britain | |||
| Peter Thorn | Five Canada Square, Canary Wharf, London E14 5AQ | Global Transfer Pricing Controller, LSEG | Great Britain |
To the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Class A Common Stock of Tradeweb.