FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McVey Richard M
2. Issuer Name and Ticker or Trading Symbol

MARKETAXESS HOLDINGS INC [ MKTX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

C/O MARKETAXESS HOLDINGS INC., 299 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/8/2018
(Street)

NEW YORK, NY 10171
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/8/2018     S (1)    5929   D $203.9467   (2) 1058917   D  
 
Common Stock, par value $0.003 per share   11/8/2018     S (1)    5730   D $205.1444   (3) 1053187   D  
 
Common Stock, par value $0.003 per share   11/8/2018     S (1)    5340   D $205.9751   (4) 1047847   D  
 
Common Stock, par value $0.003 per share   11/8/2018     S (1)    1400   D $207.2473   (5) 1046447   D  
 
Common Stock, par value $0.003 per share   11/8/2018     S (1)    1601   D $207.9454   (6) 1044846   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   11/8/2018     A      69113       11/8/2023   5/8/2024   Common Stock   69113   $0   69113   D  
 
Employee Stock Option (right to buy)   $278.40   11/8/2018     A      79411       11/8/2023   5/8/2024   Common Stock   79411   $0   79411   D  
 
Performance Shares     (7) 11/8/2018     A      17942         (7)   (7) Common Stock   17942   $0   17942   D  
 
Performance Shares     (8) 11/8/2018     A      19800         (8)   (8) Common Stock   19800   $0   19800   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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McVey Richard M
C/O MARKETAXESS HOLDINGS INC.
299 PARK AVENUE
NEW YORK, NY 10171
X
Chairman & CEO

Signatures
/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 control number.
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