Tradeweb Markets (TW) SC 13D/ATradeweb Markets / London Stock Exchange ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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

London Stock Exchange Group plc

10 Paternoster Square

London

EC4M 7LS

Tel: +44 (0) 20 7797 1000

with a copy to:

Michael Levitt

Sebastian Fain

Freshfields Bruckhaus Deringer US LLP

3 World Trade Center 

175 Greenwich Street

New York, NY 10007

Tel: (212) 277-4000

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

September 18, 2024

(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 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

CUSIP No. 892672106

CUSIP No. 892672106

CUSIP No. 892672106

CUSIP No. 892672106

CUSIP No. 892672106

CUSIP No. 892672106

Explanatory Note

This Amendment No. 7 (this “Amendment No. 7”) 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 and Amendment No. 6 (“Amendment No. 6”) filed on January 3, 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 and this Amendment No. 7 (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”). On December 31, 2023, as a result of an intragroup reorganization of the London Stock Exchange Group plc, LSEG US Holdco, Inc. became the sole shareholder of LSEGA, Inc. LSEG US Holdco, Inc. is a wholly-owned subsidiary of Refinitiv Parent Limited.

Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Original Statement. This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. Except as set forth on the cover pages hereto and as set forth below, all previous Items in the Schedule 13D remain unchanged.

The penultimate paragraph of Item 4 is hereby supplemented by adding the below disclosure immediately prior to the last sentence in such paragraph:

On June 10, 2024, Murray Roos resigned from the Board of the Issuer, effective June 10, 2024. On September 18, 2024, the Board of the Issuer appointed Daniel Maguire as a Class I director, effective September 18, 2024. Mr. Maguire will hold office until the annual meeting of the Issuer’s stockholders to be held in 2026 and until his successor shall be elected and qualified or until his earlier death, resignation, retirement, disqualification or removal. Mr. Maguire was designated to serve on the Board by Refinitiv Parent pursuant to the Stockholders Agreement.

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 116,292,668 shares of Class A Common Stock were outstanding as of July 18, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 25, 2024, 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.

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: September 19, 2024