If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 892672106
1
|
NAMES OF REPORTING PERSONS
Refinitiv US PME LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
SHARES
|
|
22,988,329
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
22,988,329
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
22,988,329
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
20.1%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
|
|
|
|
CUSIP No. 892672106
1
|
NAMES OF REPORTING PERSONS
Refinitiv US LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
SHARES
|
|
22,988,329
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
22,988,329
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
22,988,329
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
20.1%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
|
|
|
|
CUSIP No. 892672106
1
|
NAMES OF REPORTING PERSONS
LSEGA, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
SHARES
|
|
22,988,329
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
22,988,329
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
22,988,329
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
20.1%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
CO
|
|
|
|
|
CUSIP No. 892672106
1
|
NAMES OF REPORTING PERSONS
Refinitiv TW Holdings Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
SHARES
|
|
96,933,192
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
96,933,192
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
96,933,192
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
51.5%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
|
|
|
|
CUSIP No. 892672106
1
|
NAMES OF REPORTING PERSONS
Refinitiv Parent Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
SHARES
|
|
119,921,521
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
119,921,521
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
119,921,521
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
56.8%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
|
|
|
|
CUSIP No. 892672106
1
|
NAMES OF REPORTING PERSONS
London Stock Exchange Group plc
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
England and Wales
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
SHARES
|
|
119,921,521
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
OWNED BY
|
|
0
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
119,921,521
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
119,921,521
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
56.8%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
HC, CO
|
|
|
|
|
Item 1.
|
Security and Issuer
|
This Schedule 13D relates to the Class
A Common Stock, par value $0.00001 per share (the “Class A Common Stock”) of Tradeweb Markets Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive office of the Issuer is 1177 Avenue of the Americas, New York,
New York 10036.
Item 2.
|
Identity and Background
|
(a)-(b) Each of the following is
hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons”. This statement is filed on behalf of: (i) Refinitiv US PME LLC, a Delaware limited liability company, (ii)
Refinitiv US LLC, a Delaware limited liability company, (iii) LSEGA, Inc. a Delaware corporation, (iv) Refinitiv TW Holdings
Ltd., a Cayman Islands exempted company, (v) Refinitiv Parent Limited, a Cayman Islands exempted company, and (vi) London
Stock Exchange Group plc, a public limited company organized in England and Wales.
The address of the principal business office
of Refinitiv US PME LLC is c/o Refinitiv, 3 Times Square, New York, NY 10036. The address of the principal business office of Refinitiv
US LLC is c/o Refinitiv, 3 Times Square, New York, NY 10036. The address of the principal business office of LSEGA, Inc. is 28
Liberty Street, 58th Floor, New York 10005. The address of the principal business office of Refinitiv TW Holdings Ltd.
is Five Canada Square, Canary Wharf, London E14 5AQ. The address of the principal business office of Refinitiv Parent Limited is
Five Canada Square, Canary Wharf, London E14 5AQ. The address of the principal business office of London Stock Exchange Group plc
is 10 Paternoster Square London EC4M 7LS.
Information regarding the directors and
executive officers of each Reporting Person is set forth on Schedule I attached hereto.
(c) The principal business of Refinitiv
US PME LLC is to serve as a holding company. The principal business of Refinitiv US LLC is to serve as the US operating company
of Refinitiv. The principal business of LSEGA, Inc. is to serve as a holding company. The principal business of Refinitiv TW Holdings
Ltd. is to serve as a holding company. The principal business of Refinitiv Parent Limited is to serve as a holding company. The
principal business of London Stock Exchange Group plc is to operate a global financial markets infrastructure business.
(d) During
the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons
set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons
set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) See
Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
The information in Item 6 of this Schedule
13D is incorporated herein by reference.
Pursuant to
the terms of a stock purchase agreement (the “Stock Purchase Agreement”) entered into by, among others, London
Stock Exchange Group plc (“LSEG”) and Refinitiv Holdings Limited (“Refinitiv Holdings”) originally
entered into on August 1, 2019, amended on August 23, 2019, and amended and restated on November 4, 2019, LSEG (directly and
through certain wholly owned subsidiaries) acquired the entire issued and to be issued share capital of Refinitiv Parent
Limited (“Refinitiv Parent”) from the Refinitiv Sellers (consisting of certain subsidiaries of Refinitiv
Holdings) and, in exchange, LSEG will issue 204,225,968 consideration shares (the “Consideration Shares”), such
Consideration Shares comprised of: (i) LSEG ordinary shares; and (ii) LSEG limited-voting ordinary shares. As a result of its
acquisition of the share capital of Refinitiv Parent, LSEG acquired 96,933,192 shares of Class B Common Stock, par value
$0.00001 per share (the “Class B Common Stock”) of the Issuer, 22,988,329 LLC Interests (as defined below) and
22,988,329 shares of Class D Common Stock, par value $0.00001 per share (the “Class D Common Stock”) of the
Issuer. The transaction closed on January 29, 2021 (the “Closing”).
Of the total number of Consideration Shares
expected to be issued, 179,610,123 LSEG shares were issued to the Refinitiv Sellers at Closing. In addition, 24,615,845 LSEG ordinary
shares will be issued one month after Closing to ConsortiumCo, a company owned by affiliates of Blackstone (the “Deferred
Issue Shares”). The issue of the Deferred Issue Shares to ConsortiumCo is in connection with the settlement of certain existing
payment-in-kind shares in Refinitiv Holdings’ capital structure.
Item 4.
|
Purpose of Transaction
|
The Reporting Persons acquired the securities
reported herein for corporate and strategic investment purposes as an operator of financial markets infrastructure and a data provider,
subject to the following:
The information in Item 6 of this Schedule
13D is incorporated herein by reference.
The Reporting Persons intend to review
their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their
affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the
“Board”), members of management or other security-holders of the Issuer, or other third parties from time to time,
taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory,
technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available.
Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which
the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary
corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its
subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or
any of its subsidiaries or the entry into other material projects; material changes in the present business, operations, strategy,
future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or
management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization,
ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration
of the Issuer’s securities, or any action similar to those enumerated above.
Such discussions and actions may be preliminary
and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents
described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities
of the Issuer, including Class A Common Stock and/or other equity, debt, notes or other financial instruments related to the Issuer
or the Class A Common Stock (which may include rights or securities exercisable or convertible into securities of the Issuer),
and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments from time to time, in each case,
in open market or private transactions, registered offerings, block sales or otherwise. Any transaction that any of the Reporting
Persons or their affiliates may pursue, subject to the terms and conditions of the documents described herein to which the Reporting
Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors,
including, without limitation, the price and availability of the Issuer’s securities or other financial instruments, the
Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Issuer,
the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting
Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and
other factors deemed relevant by such Reporting Persons and such affiliates.
The Stockholders Agreement (as defined
below) requires the Issuer to nominate a number of individuals designated by Refinitiv US PME LLC and Refinitiv Parent Limited
(the “Refinitiv Owners”) for election as directors of the Issuer at any meeting of the Issuer’s stockholders
(each a “Refinitiv Director”) such that, upon the election of each such individual, and each other individual nominated
by or at the direction of the Issuer’s Board or a duly-authorized committee of the Board, as a director of the Issuer, the
number of Refinitiv Directors serving as directors of the Issuer will be equal to, if the Refinitiv Owners and their affiliates
together continue to hold at least 50% of the combined voting power of the Issuer’s outstanding common stock as of the record
date for such meeting, the total number of directors comprising the entire Board. In addition, in the case of a vacancy on the
Issuer’s Board created by the removal, resignation or otherwise of a Refinitiv Director, the Stockholders Agreement, to the
extent the Refinitiv Owners continue to be entitled to nominate such Refinitiv Director, requires the Issuer to nominate an individual
designated by the Refinitiv Owners for election to fill the vacancy. As of the date of this filing, LSEG has not taken any action
to modify the composition of the Issuer’s Board, including with respect to the Refinitiv and Blackstone affiliated directors
currently serving on the Issuer’s Board, who are Martin Brand, John G. Finley, Debra Walton and Brian West, although it may
do so in the future. Any future nominees to the Issuer’s Board may have influence over the corporate activities of the Issuer,
including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Schedule 13D,
as at the date of this filing, the Reporting Persons do not have any approved plans or proposals that relate to or would result
in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements
described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or
change their purpose and/or develop such plans and may seek to influence management or the Board of the Issuer with respect to
the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the
Issuer or other persons.
Item 5.
|
Interest in Securities of the Issuer
|
(a) and (b) Calculations of the percentage
of shares of Class A Common Stock beneficially owned assume 91,225,923 shares of Class A Common Stock outstanding as of October
21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
October 29, 2020, and also takes into account the shares of Class A Common Stock underlying any shares of Class B Common Stock
or non-voting common units (the “LLC Interests”) of Tradeweb Markets LLC, a subsidiary of the Issuer (“TWM LLC”),
held by Reporting Persons, as applicable. Each of the Reporting Persons may be deemed to be the beneficial owner of the shares
of Class A Common Stock listed on such Reporting Person’s cover page.
Refinitiv TW Holdings Ltd. directly holds
96,933,192 shares of Class B Common Stock and Refinitiv US PME LLC (and, together with Refinitiv TW Holdings Ltd., the “Direct
Holders”) directly holds 22,988,329 LLC Interests. Shares of Class B Common Stock have ten votes per share and are exchangeable
for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder. LLC Interests may be exchanged for shares
of Class A Common Stock or Class B Common Stock, in each case, on a one-for-one basis at the discretion of the holder.
The aggregate number and percentage of
the shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares
as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose
or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row
13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
Refinitiv US LLC is the controlling member
of Refinitiv US PME LLC. LSEGA, Inc. is the sole member of Refinitiv US LLC. Refinitiv Parent Limited is the sole shareholder of
LSEGA, Inc. IAG US LLC is a member of Refinitiv US PME LLC. Refinitiv International Holdings S.à.r.l. is the sole member
of IAG US LLC. Refinitiv Netherlands Holdings BV is the sole shareholder of Refinitiv International Holdings S.à.r.l. Refinitiv
UK (Rest of World) Holdings Limited is the sole shareholder of Refinitiv Netherlands Holdings BV. Refinitiv UK Parent Limited is
the sole shareholder of Refinitiv UK (Rest of World) Holdings Limited. LSEGA Jersey Limited is the sole shareholder of Refinitiv
UK Parent Limited. Refinitiv Parent Limited is the sole shareholder of LSEGA Jersey Limited. London Stock Exchange Group plc is
the controlling shareholder of Refinitiv Parent Limited. LSEGA Limited and LSEGA2 Limited are shareholders of Refinitiv Parent
Limited and London Stock Exchange Group plc is the sole shareholder of each of LSEGA Limited and LSEGA2 Limited.
Each such Reporting Person may be deemed
to beneficially own the shares of Class A Common Stock beneficially owned by the Direct Holders directly or indirectly controlled
by such entity, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission
that any Reporting Person (other than the Direct Holders to the extent they directly hold Class A Common Stock) is the beneficial
owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose and each
of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed
to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d)
of the Act.
Any beneficial ownership of Class A Common
Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.
(c) Except
as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other
person named in Schedule I, has effected any transaction in Class A Common Stock in the past 60 days.
(d) To
the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders
of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Class A Common Stock reported herein as beneficially owned by the Reporting Persons.
(e) Not
applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
TWM LLC Agreement
On April 4, 2019 Refinitiv US PME LLC (the “Refinitiv
LLC Owner”) entered into the Tradeweb Markets LLC Fifth Amended and Restated Limited Liability Company Agreement (the “TWM
LLC Agreement”) with the Issuer, TWM LLC, and the other members party thereto.
Distributions. In connection with any tax period, the
TWM LLC Agreement requires TWM LLC to make distributions to its members, on a pro rata basis in proportion to the number of common
membership interests of TWM LLC (“LLC Interests”) held by each member, of cash until each member (other than the Issuer)
has received an amount at least equal to its assumed tax liability and the Issuer received an amount sufficient to enable it to
timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities. To the extent that any member would not receive
its percentage interest of the aggregate tax distribution, the tax distribution for such member will be increased to ensure that
all distributions are made pro rata in accordance with such member’s percentage interest. Tax distributions will also be
made only to the extent all distributions from TWM LLC for the relevant period were otherwise insufficient to enable each member
to cover its tax liabilities as calculated in the manner described above. The TWM LLC Agreement also allows for distributions to
be made by TWM LLC to its members on a pro rata basis out of distributable cash.
LLC Interest Redemption Right. Subject to certain restrictions
set forth therein, the TWM LLC Agreement provides a redemption right to certain original owners of LLC Interests (excluding the
Refinitiv LLC Owner) that continued to own LLC Interests after the completion of the Issuer’s initial public offering and
reorganization transactions (the “Other LLC Owners”, and together with the Refinitiv LLC Owner, the “Continuing
LLC Owners”), which entitles them to have their LLC Interests redeemed, at the election of each such person, for newly issued
shares of the Issuer’s Class A Common Stock or Class B Common Stock, as applicable, on a one-for-one basis (subject to customary
adjustments, including for stock splits, stock dividends and reclassifications) or, at the Issuer’s option, as determined
by or at the direction of the Issuer’s Board, a cash payment equal to a volume weighted average market price of one share
of Class A Common Stock for each LLC Interest redeemed or exchanged (subject to customary adjustments, including for stock splits,
stock dividends and reclassifications). In the event the Issuer elects to make a cash payment, a Continuing LLC Owner has the option
to rescind its redemption request within a specified time period. Upon the exercise of the redemption right, the redeeming member
will surrender its LLC Interests to TWM LLC. Subject to any election of the Issuer to effect any such redemption by means of a
direct exchange (as described below), the TWM LLC Agreement requires that the Issuer contribute cash or shares of its Class A Common
Stock or Class B Common Stock to TWM LLC in exchange for an amount of newly issued LLC Interests in TWM LLC that will be issued
to the Issuer equal to the number of LLC Interests redeemed (and thereafter cancelled) from the Continuing LLC Owner to the extent
required so as to maintain a one-to-one ratio between the number of LLC Interests owned by the Issuer and the number of outstanding
shares of Class A Common Stock and Class B Common Stock. TWM LLC will then distribute the cash or shares of the Issuer’s
Class A Common Stock or Class B Common Stock, as the case may be, to such Continuing LLC Owner to complete the redemption. In the
event of such election by a Continuing LLC Owner the Issuer may, at its option, effect a direct exchange of cash or its Class A
Common Stock or Class B Common Stock for such LLC Interests of the redeeming members in lieu of such redemption. Whether by redemption
or exchange, the Issuer is obligated to ensure that at all times the number of LLC Interests that it owns equals the aggregate
number of shares of Class A Common Stock and Class B Common Stock issued by it (subject to certain exceptions for treasury shares
and shares underlying certain convertible or exchangeable securities).
Maintenance of one-to-one ratio of shares of Class A Common
Stock, Class B Common Stock and LLC Interests owned by Tradeweb. The TWM LLC Agreement requires that TWM LLC at all times maintain
(x) a one-to-one ratio between the number of shares of Class A Common Stock and Class B Common Stock issued by the Issuer and the
number of LLC Interests owned by the Issuer, and (y) a one-to-one ratio between the number of shares of Class C Common Stock, par
value $0.00001 per share (the “Class C Common Stock”) and Class D Common Stock issued by the Issuer and the number
of LLC Interests owned by the holders of such Class C Common Stock and Class D Common Stock.
Transfer Restrictions. The TWM LLC Agreement generally
does not permit transfers of LLC Interests by members, subject to limited exceptions. Any transferee of LLC Interests must assume,
by operation of law or written agreement, all of the obligations of a transferring member with respect to the transferred units,
even if the transferee is not admitted as a member of TWM LLC.
Tax Receivable Agreement
One April 8, 2019, Refinitiv US PME LLC entered into a tax receivable
agreement (the “Tax Receivable Agreement”) with the Issuer and the Other LLC Owners. The Tax Receivable Agreement provides
for the payment by the Issuer to the Continuing LLC Owners who dispose of LLC Interests for cash in connection with any offering,
or receive shares of the Issuer’s Class A Common Stock or Class B Common Stock or cash, as applicable, in connection with
an exchange or redemption of LLC Interests, of 50% of the amount of U.S. federal, state and local income or franchise tax savings,
if any, that the Issuer actually realizes, or in some circumstances is deemed to realize, as a result of the transactions with
such Continuing LLC Owners, including increases in the tax basis of the assets of TWM LLC attributable to payments made under the
Tax Receivable Agreement and deductions attributable to imputed interest and other payments of interest pursuant to the Tax Receivable
Agreement. Such payments are not conditioned upon any continued ownership interest in either TWM LLC or the Issuer by any Continuing
LLC Owner.
Stockholders Agreement
On April 8, 2019, Refinitiv US PME LLC and Refinitiv Parent
Limited (the “Refinitiv Owners”) entered into a stockholders agreement (the “Stockholders Agreement”) with
the Issuer. The Stockholders Agreement requires the Issuer to nominate a number of individuals designated by Refinitiv US PME LLC
and Refinitiv Parent Limited for election as directors of the Issuer at any meeting of the Issuer’s stockholders (each a
“Refinitiv Director”) such that, upon the election of each such individual, and each other individual nominated by
or at the direction of the Issuer’s Board or a duly-authorized committee of the Board, as a director of the Issuer, the number
of Refinitiv Directors serving as directors of the Issuer will be equal to: (1) if the Refinitiv Owners and their affiliates together
continue to hold at least 50% of the combined voting power of the Issuer’s outstanding common stock as of the record date
for such meeting, the total number of directors comprising the entire Board; (2) if the Refinitiv Owners and their affiliates together
continue to hold at least 40% (but less than 50%) of the combined voting power of the Issuer’s outstanding common stock as
of the record date for such meeting, the lowest whole number that is greater than 40% of the total number of directors comprising
the Issuer’s Board; (3) if the Refinitiv Owners and their affiliates together continue to beneficially own at least 30% (but
less than 40%) of the combined voting power of the Issuer’s outstanding common stock as of the record date for such meeting,
the lowest whole number that is greater than 30% of the total number of directors comprising the Issuer’s Board; (4) if the
Refinitiv Owners and their affiliates together continue to hold at least 20% (but less than 30%) of the combined voting power of
the Issuer’s outstanding common stock as of the record date for such meeting, the lowest whole number that is greater than
20% of the total number of directors comprising the Issuer’s Board; and (5) if the Refinitiv Owners and their affiliates
together continue to hold at least 10% (but less than 20%) of the combined voting power of the Issuer’s outstanding common
stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that
is greater than 10% of the total number of directors comprising the Issuer’s Board. In the case of a vacancy on the Issuer’s
Board created by the removal, resignation or otherwise of a Refinitiv Director, the Stockholders Agreement, to the extent the Refinitiv
Owners continue to be entitled to nominate such Refinitiv Director, requires the Issuer to nominate an individual designated by
the Refinitiv Owners for election to fill the vacancy. For so long as the Stockholders Agreement remains in effect, Refinitiv Directors
may be removed only with the consent of the Refinitiv Owners.
Registration Rights Agreement
On April 8, 2019, Refinitiv US PME LLC and Refinitiv Parent
Limited entered into a registration rights agreement (the “Registration Rights Agreement”) with the Issuer and certain
other identified investors, pursuant to which the Issuer granted demand registration rights, shelf registration rights and piggyback
registration rights to such stockholders, for the resale under the Securities Act of 1933, as amended, of the Class A Common Stock
held by them, subject to certain conditions set forth therein.
The foregoing descriptions of the TWM
LLC Agreement, the Tax Receivable Agreement, the Stockholders Agreement and the Registration Rights Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is filed
as an exhibit to this Schedule 13D and is incorporated herein by reference.
Item 7.
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Material to be Filed as Exhibits
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Exhibit A
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Joint Filing Agreement, dated as of February 8, 2021, by and among the Reporting Persons (filed herewith).
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Exhibit B
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Fifth Amended and Restated LLC Agreement of Tradeweb Markets LLC (incorporated by reference to Exhibit 10.3 to the Issuer’s
Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
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Exhibit C
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Tax Receivable Agreement, dated as of April 8, 2019, by and among the Issuer, Tradeweb Markets LLC and the members of Tradeweb
Markets LLC from time to time party thereto (incorporated by reference to Exhibit 10.4 to the Issuer’s Quarterly Report
on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
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Exhibit D
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Stockholders Agreement, dated as of April 8, 2019, by and among the Issuer, Refinitiv US PME LLC and Refinitiv Parent Limited
(incorporated by reference to Exhibit 10.1 to the Issuer’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No.
001-38860)).
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Exhibit E
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Registration Rights Agreement, dated as of April 8, 2019, by and among the Issuer, the Refinitiv Holders (as defined therein),
the Bank Holders (as defined therein) and the other holders of Registrable Securities (as defined therein) party thereto from
time to time (incorporated by reference to Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q filed on May 20, 2019
(File No. 001-38860)).
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Exhibit F
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Power of Attorney (filed herewith)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2021
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REFINITIV US PME LLC
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By:
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/s/ Teresa Hogan as Attorney-in-Fact
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REFINITIV US LLC
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By:
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/s/ Teresa Hogan as Attorney-in-Fact
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LSEGA, INC.
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By:
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/s/ Teresa Hogan as Attorney-in-Fact
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REFINITIV TW HOLDINGS LTD.
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By:
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/s/ Teresa Hogan as Attorney-in-Fact
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REFINITIV PARENT LIMITED
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By:
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/s/ Teresa Hogan as Attorney-in-Fact
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LONDON STOCK EXCHANGE GROUP PLC
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By:
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/s/ Teresa Hogan as Attorney-in-Fact
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SCHEDULE I
ADDITIONAL INFORMATION CONCERNING THE
REPORTING PERSONS
London Stock Exchange Group plc
Name
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Principal Address
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Principal Occupation
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Citizenship
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Executive Officers
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David Schwimmer
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief Executive Officer and Executive Director, LSEG
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United States
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Anna Manz
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief Financial Officer and Executive Director, LSEG
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Great Britain
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Balbir Bakhshi
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief Risk Officer, LSEG
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Great Britain
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David Craig
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Group Head, Data & Analytics and CEO, Refinitiv, LSEG
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Great Britain
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Catherine Johnson
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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General Counsel, LSEG
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Great Britain
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Tim Jones
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief People Officer, LSEG
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Great Britain
|
|
|
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|
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Daniel Maguire
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Group Head, Post Trade & CEO, LCH Group, LSEG
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Great Britain
|
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Anthony McCarthy
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief Information Officer, LSEG
|
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United States
|
|
|
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Andrea Remyn Stone
|
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief Product Officer, Data & Analytics, LSEG
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United States
|
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Murray Roos
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Group Head, Capital Markets, LSEG
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Great Britain
|
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David Shalders
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief Operating Officer and Head of Integration, LSEG
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Great Britain
|
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|
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Brigitte Trafford
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief Communications and Marketing Officer, LSEG
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Great Britain
|
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Debra Walton
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chief Revenue Officer, Data & Analytics, LSEG
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United States
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Directors
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Don Robert
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
|
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Chairman of the Board of LSEG
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United States, Great Britain
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Jacques Aigrain
|
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Chairman of the Board of LyondellBasell Industries NV, Chairman of the Board of Singular Bank S.A.U. and Non-Executive Director of WPP plc.
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France, Switzerland
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Dominic Blakemore
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
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Group Chief Executive Officer of Compass Group PLC.
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Great Britain
|
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|
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Martin Brand
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
|
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Senior Managing Director and co-head of U.S. Acquisitions for Blackstone’s Private Equity Group.
|
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United States
|
|
|
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Erin Brown
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
|
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Head of Finance, Thomson Reuters Corporates segment.
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Great Britain, Canada
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Professor Kathleen DeRose
|
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
|
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Non-Executive Director of Evolute Group AG and Non -Executive Director of Voya Financial, Inc. Clinical Associate Professor of Finance at the New York University Leonard N. Stern School of Business
|
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United States
|
|
|
|
|
|
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Cressida Hogg CBE
|
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
|
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Chair of the Board of Directors of Landsec Group plc
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Great Britain
|
|
|
|
|
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Stephen O'Connor
|
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
|
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Chairman of the Board of Quantile Technologies Limited and Chairman of HSBC Bank plc
|
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Great Britain
|
|
|
|
|
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Dr. Val Rahmani
|
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
|
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Non-Executive Director at RenaissanceRe Holdings Limited, Non-Executive Director of Computer Task Group Inc, Non-Executive Director of Entrust Datacard and Non-Executive Director of Rungway.
|
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United States, Great Britain
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Douglas M. Steenland
|
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c/o: London Stock Exchange Group, plc, 10 Paternoster Square, London, EC4M 7LS
|
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Senior Adviser to Blackstone Private Equity Group
|
|
United States
|
Refinitiv US PME LLC
Name and Title
|
|
Principal Address
|
|
Principal Occupation
|
|
Citizenship
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Hoponick
|
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1 Station Place, Stamford, CT 06902
|
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Global Head of Audit & Control, Refinitiv
|
|
United States
|
|
|
|
|
|
|
|
Mark Irving
|
|
26 Thomson Place, Boston, MA 02210
|
|
Assistant General Counsel, Corporate & Sourcing, Refinitiv
|
|
United States
|
Refinitiv US LLC
Name and Title
|
|
Principal Address
|
|
Principal Occupation
|
|
Citizenship
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Hoponick
|
|
1 Station Place, Stamford, CT 06902
|
|
Global Head of Audit & Control, Refinitiv
|
|
United States
|
|
|
|
|
|
|
|
Mark Irving
|
|
26 Thomson Place, Boston, MA 02210
|
|
Assistant General Counsel, Corporate & Sourcing, Refinitiv
|
|
United States
|
LSEGA, Inc.
Name and Title
|
|
Principal Address
|
|
Principal Occupation
|
|
Citizenship
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Ferraro
|
|
c/o: 28 Liberty Street, 58th Floor, New York 10005
|
|
Head of Finance, Americas, LSEG
|
|
United States
|
|
|
|
|
|
|
|
James Kerton
|
|
c/o London Stock Exchange Group plc, 10 Paternoster Square, London EC4M 7LS
|
|
Head of Legal for Corporate Transactions, LSEG
|
|
Great Britain
|
|
|
|
|
|
|
|
Patricia Wolff
|
|
28 Liberty Street, 58th Floor, New York 10005
|
|
US Financial Controller, LSEG
|
|
United States
|
Refinitiv TW Holdings Ltd.
Name and Title
|
|
Principal Address
|
|
Principal Occupation
|
|
Citizenship
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy Knowland
|
|
Five Canada Square, Canary Wharf, London E14 5AQ
|
|
General Counsel, Corporate Transactions, Corporate Functions and Anti-trust, LSEG
|
|
Great Britain
|
|
|
|
|
|
|
|
Peter Thorn
|
|
Five Canada Square, Canary Wharf, London E14 5AQ
|
|
Global Transfer Pricing Controller, LSEG
|
|
Great Britain
|
Refinitiv Parent Limited
Name and Title
|
|
Principal Address
|
|
Principal Occupation
|
|
Citizenship
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy Knowland
|
|
Five Canada Square, Canary Wharf, London E14 5AQ
|
|
General Counsel, Corporate Transactions, Corporate Functions and Anti-trust, LSEG
|
|
Great Britain
|
|
|
|
|
|
|
|
Peter Thorn
|
|
Five Canada Square, Canary Wharf, London E14 5AQ
|
|
Global Transfer Pricing Controller, LSEG
|
|
Great Britain
|
To the best knowledge of the
Reporting Persons, none of the individuals listed above beneficially owns any Class A Common Stock.