S-1MEF 1 tv531115-s1mef.htm S-1MEF tv531115-s1mef - none - 1.6094368s
As filed with the Securities and Exchange Commission on October 17, 2019
Registration No. 333-               ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tradeweb Markets Inc.
(Exact name of registrant as specified in its charter)
Delaware
6200
83-2456358
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
1177 Avenue of the Americas
New York, New York 10036
(646) 430-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lee Olesky
Chief Executive Officer
1177 Avenue of the Americas
New York, New York 10036
(646) 430-6000
(Name, address, including zip code, and telephone number including area code, of agent for service)
Copies to:
Steven G. Scheinfeld, Esq.
Andrew B. Barkan, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
Michael Kaplan, Esq.
Shane Tintle, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-234209
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price per Share(2)
Proposed Maximum
Aggregate Offering Price(2)
Amount of
Registration Fee
Class A common stock, par value $0.00001 per share
2,861,059 $ 42.00 $ 120,164,478 $ 15,597.35
(1)
This amount is in addition to the 17,020,000 shares of Class A common stock registered under the registration statement originally declared effective on October 17, 2019 (File No. 333-234209), and includes shares of Class A common stock that may be purchased by the underwriters upon exercise of their option to purchase additional shares of Class A common stock.
(2)
This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE
This Registration Statement is being filed by Tradeweb Markets Inc. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to register an additional number of shares of the Company’s Class A common stock, par value $0.00001 per share. The Company hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-234209), as amended (including the exhibits thereto), declared effective on October 17, 2019 by the U.S. Securities and Exchange Commission (the “Commission”).

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 17th day of October, 2019.
Tradeweb Markets Inc.
By:
/s/ Lee Olesky
Lee Olesky
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Lee Olesky
Lee Olesky
Chief Executive Officer
(Principal Executive Officer) and Director
October 17, 2019
/s/ Robert Warshaw
Robert Warshaw
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
October 17, 2019
*
Martin Brand
Director
October 17, 2019
*
John G. Finley
Director
October 17, 2019
*
Scott C. Ganeles
Director
October 17, 2019
*
William Hult
Director
October 17, 2019
*
Paula B. Madoff
Director
October 17, 2019
*
Thomas Pluta
Director
October 17, 2019
*
Debra Walton
Director
October 17, 2019
*
Brian West
Director
October 17, 2019
* 
/s/ Lee Olesky
Attorney-in-Fact