SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* TCV VI L P (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MARKETAXESS HOLDINGS INC [ MKTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group
	3. Date of Earliest Transaction (Month/Day/Year) 01/24/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	01/24/2011		C		3,472,652	A	(1)	3,472,652	I	TCV VI, L.P.(2)
Common Stock	01/24/2011		C		27,347	A	(1)	27,347	I	TCV Member Fund, L.P.(3)
Common Stock								10,864(4)	I	TCV VI Management, L.L.C.(5)
Common Stock								2,462(6)	I	Robert W. Trudeau(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series B Preferred Stock	(1)	01/24/2011		C			34,726.52	(8)	(9)	Common Stock	3,472,652	(1)	0	I	TCV VI, L.P.(2)
Series B Preferred Stock	(1)	01/24/2011		C			273.47	(8)	(9)	Common Stock	27,347	(1)	0	I	TCV Member Fund, L.P.(3)

1. Name and Address of Reporting Person* TCV VI L P (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* Technology Crossover Management VI, L.L.C. (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* TCV Member Fund, L.P. (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* Trudeau Robert (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* HOAG JAY C (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* KIMBALL RICK (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* DREW JOHN (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* REYNOLDS JON Q JR (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* GRIFFITH WILLIAM (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

Explanation of Responses:

1. Each outstanding share of the issuer's Series B Preferred Stock automatically converted into 100 shares of the issuer's Common Stock (plus cash in lieu of any fractional share) pursuant to the terms contained in the issuer's Certificate of Designation of Series B Preferred Stock.

2. These shares are directly held by TCV VI, L.P. Robert W. Trudeau ("Trudeau"), Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and William J.G. Griffith IV (collectively, the "TCM VI Members") are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI, L.P. The TCM VI Members and TCM VI may be deemed to beneficially own the shares held by TCV VI, L.P., but the TCM VI Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. These shares are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VI Members are Class A Members of TCM VI, which is a general partner of TCV MF. The TCM VI Members and TCM VI may be deemed to beneficially own certain of the shares held by TCV MF, but the TCM VI Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

4. Excludes 2,462 shares directly held of record by Trudeau, which are separately reported on this Form 4. Includes 2,461 shares that were previously reported as held directly by Trudeau, which were transferred from Trudeau to TCV VI Management, L.L.C. ("TCV VI Management") on January 11, 2011, and are now held directly by TCV VI Management.

5. These shares are directly held by TCV VI Management. The TCM VI Members are members of TCV VI Management, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

6. Excludes 2,461 shares that were previously held by Trudeau, which were transferred from Trudeau to TCV VI Management on January 11, 2011, and are now reported on this Form 4 as held directly by TCV VI Management.

7. These shares are directly held by Trudeau. Trudeau has sole voting and dispositive power over the shares; however, TCV VI Management owns 100% of the pecuniary interest therein. The TCM VI Members are members of TCV VI Management, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

8. Immediately.

9. Not applicable.

Remarks:

	Frederic D. Fenton Authorized signatory for TCV VI, L.P.	01/26/2011
	Frederic D. Fenton Authorized signatory for Technology Crossover Management VI, L.L.C.	01/26/2011
	Frederic D. Fenton Authorized signatory for TCV Member Fund, L.P.	01/26/2011
	Frederic D. Fenton Authorized signatory for Robert W. Trudeau	01/26/2011
	Frederic D. Fenton Authorized signatory for Jay C. Hoag	01/26/2011
	Frederic D. Fenton Authorized signatory for Richard H. Kimball	01/26/2011
	Frederic D. Fenton Authorized signatory for John L. Drew	01/26/2011
	Frederic D. Fenton Authorized signatory for Jon Q. Reynolds Jr.	01/26/2011
	Frederic D. Fenton Authorized signatory for William J.G. Griffith IV	01/26/2011
	** Signature of Reporting Person	Date
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