SEC Form SC 13D/A filed by Tradeweb Markets Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

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

601 Lexington Avenue

New York, NY 10022

Tel: (212) 277-4000

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

December 31, 2023

(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. 6 (this “Amendment No. 6”) 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 and Amendment No. 5 (“Amendment No. 5”) filed on February 22, 2023, 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 and this Amendment No. 6 (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. 6 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.

Item 2 of the Original Statement is hereby amended and restated in its entirety as follows:

(a)-(b) Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”. This statement is filed 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.

The address of the principal business office of Refinitiv US PME LLC is 28 Liberty Street, 58th Floor, New York, NY, 10005, United States. The address of the principal business office of Refinitiv US LLC is 28 Liberty Street, 58th Floor, New York, NY, 10005, United States. The address of the principal business office of LSEGA, Inc. is 28 Liberty Street, 58th Floor, New York 10005. The address of the principal business office of LSEG US Holdco, Inc. is 28 Liberty Street, 58th Floor, New York 10005. The address of the principal business office of Refinitiv TW Holdings Ltd. is Five Canada Square, Canary Wharf, London E14 5AQ. The address of the principal business office of Refinitiv Parent Limited is Five Canada Square, Canary Wharf, London E14 5AQ. The address of the principal business office of London Stock Exchange Group plc is 10 Paternoster Square London EC4M 7LS.

Information regarding the directors and executive officers of each Reporting Person is set forth on Schedule I attached hereto.

(c) The principal business of Refinitiv US PME LLC is to serve as a holding company. The principal business of Refinitiv US LLC is to serve as the US operating company of Refinitiv. The principal business of LSEGA, Inc. is to serve as a holding company. The principal business of LSEG US Holdco, Inc. is to serve as a holding company. The principal business of Refinitiv TW Holdings Ltd. is to serve as a holding company. The principal business of Refinitiv Parent Limited is to serve as a holding company. The principal business of London Stock Exchange Group plc is to operate a global financial markets infrastructure business.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.

The second paragraph of Item 3 in the Original Statement is hereby amended by adding the following as the last sentence in such paragraph:

On December 29, 2023, 18,000,000 shares of the Issuer’s Class D Common Stock, par value $0.00001 (“Class D Common Stock”), held by Refinitiv US PME LLC were converted into 18,000,000 shares of the Issuer’s Class C Common Stock, par value $0.00001 (“Class C Common Stock”). As a result, as of December 31, 2023, Refinitiv US PME LLC held 18,000,000 shares of Class C Common Stock and 4,988,329 shares of Class D Common Stock.

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 114,725,695 shares of Class A Common Stock were outstanding as of October 19, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 26, 2023, 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.

The fourth paragraph of Item 5 is hereby amended and restated as follows:

Refinitiv US LLC is the controlling member of Refinitiv US PME LLC. LSEGA, Inc. is the sole member of Refinitiv US LLC. LSEG US Holdco, Inc. is the sole shareholder of LSEGA, Inc. and Refinitiv Parent Limited is the sole shareholder of LSEG US Holdco, Inc. IAG US LLC is a member of Refinitiv US PME LLC. Refinitiv International Holdings S.à r.l. is the sole member of IAG US LLC. Refinitiv Netherlands Holdings BV is the sole shareholder of Refinitiv International Holdings S.à r.l. 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.

Exhibit A attached to the Original Statement is hereby replaced in its entirety with Exhibit A attached hereto.

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: January 3, 2024

SCHEDULE I

ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS

London Stock Exchange Group plc

Refinitiv US PME LLC

Refinitiv US LLC

LSEGA, Inc.

LSEG US Holdco, Inc.

Refinitiv TW Holdings Ltd.

Refinitiv Parent Limited

To the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Class A Common Stock.