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 *

Friedman Douglas
2. Issuer Name and Ticker or Trading Symbol

Tradeweb Markets Inc. [ TW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel and Secretary
(Last)          (First)          (Middle)

TRADEWEB MARKETS INC., 1177 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2020
(Street)

NEW YORK, NY 10036
(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
Class A common stock 4/1/2020  M(1)  10000 A$20.59 77875 (2)D  
Class A common stock 4/1/2020  S(1)  10000 D$41.5175 (3)67875 (2)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $20.59 4/1/2020  M (1)    10000   (4)10/26/2028 Class A common stock 10000 $0 152464 D  

Explanation of Responses:
(1) This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2019.
(2) This amount includes (i) 22,867 unvested restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock") which are scheduled to vest on January 1, 2021, (ii) 33,004 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2022 and (iii) 9,004 unvested RSUs in respect of Class A Common Stock which are scheduled to vest in equal installments on each of the first, second and third anniversaries of March 17, 2020, in each case subject to the reporting person's continued employment through the applicable vesting date.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.50 to $41.64, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) This option is fully vested and exercisable as of the date hereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Friedman Douglas
TRADEWEB MARKETS INC.
1177 AVENUE OF THE AMERICAS
NEW YORK, NY 10036


General Counsel and Secretary

Signatures
/s/ Scott Zucker, Attorney-in-Fact for Douglas Friedman4/3/2020
**Signature of Reporting PersonDate

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