FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARKETAXESS HOLDINGS INC [ MKTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Common Stock, par value $0.003 per share | 11/08/2018 | S(1) | 5,929 | D | $203.9467(2) | 1,058,917 | D | |||
Common Stock, par value $0.003 per share | 11/08/2018 | S(1) | 5,730 | D | $205.1444(3) | 1,053,187 | D | |||
Common Stock, par value $0.003 per share | 11/08/2018 | S(1) | 5,340 | D | $205.9751(4) | 1,047,847 | D | |||
Common Stock, par value $0.003 per share | 11/08/2018 | S(1) | 1,400 | D | $207.2473(5) | 1,046,447 | D | |||
Common Stock, par value $0.003 per share | 11/08/2018 | S(1) | 1,601 | D | $207.9454(6) | 1,044,846 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $257.78 | 11/08/2018 | A | 69,113 | 11/08/2023 | 05/08/2024 | Common Stock | 69,113 | $0 | 69,113 | D | ||||
Employee Stock Option (right to buy) | $278.4 | 11/08/2018 | A | 79,411 | 11/08/2023 | 05/08/2024 | Common Stock | 79,411 | $0 | 79,411 | D | ||||
Performance Shares | (7) | 11/08/2018 | A | 17,942 | (7) | (7) | Common Stock | 17,942 | $0 | 17,942 | D | ||||
Performance Shares | (8) | 11/08/2018 | A | 19,800 | (8) | (8) | Common Stock | 19,800 | $0 | 19,800 | D |
Explanation of Responses: |
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
2. The transaction was executed in multiple trades at prices ranging from $203.47 to $204.45. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. |
3. The transaction was executed in multiple trades at prices ranging from $204.63 to $205.585. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. |
4. The transaction was executed in multiple trades at prices ranging from $205.65 to $206.48. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. |
5. The transaction was executed in multiple trades at prices ranging from $206.70 to $207.70. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. |
6. The transaction was executed in multiple trades at prices ranging from $207.74 to $208.10. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. |
7. Each performance share represents a contingent right to receive one share of the Company's common stock. 17,942 shares of the Company's common stock will be awarded subject to the Company's attainment of an average price per share of the common stock of $257.78, calculated based on the closing price of the common stock over any twenty consecutive trading days during the period from November 8, 2018 to November 8, 2023. |
8. Each performance share represents a contingent right to receive one share of the Company's common stock. 19,800 shares of the Company's common stock will be awarded subject to the Company's attainment of an average price per share of the common stock of $278.40, calculated based on the closing price of the common stock over any twenty consecutive trading days during the period from November 8, 2018 to November 8, 2023. |
Remarks: |
/s/ Ori Solomon, as Attorney-in-Fact for Richard M. McVey | 11/13/2018 | |
** Signature of Reporting Person | Date | |
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 Number. |