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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zucker Scott
  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
_____ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer
(Last)
(First)
(Middle)
TRADEWEB MARKETS INC., 1177 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2020
(Street)

NEW YORK, NY 10036
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Class A common stock 02/21/2020   A   26,404 (1) A $ 0 53,271 (2) D  

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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 Underlying Securities
(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
Stock Option (Right to Buy) $20.59 02/21/2020   A   33,212 (3)     (4) 10/26/2028 Class A common stock 33,212 $ 0 169,274 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zucker Scott
TRADEWEB MARKETS INC.
1177 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
      Chief Administrative Officer  

Signatures

 /s/ Scott Zucker   02/25/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transaction reflects the acquisition of performance-based restricted stock units ("RSUs") in respect of the issuer's Class A common stock ("Class A Common Stock") that were granted to the reporting person on February 13, 2019, subject to the achievement of certain performance goals in respect of calendar year 2019. Those performance goals were deemed achieved at the maximum performance level on February 21, 2020. These RSUs remain unvested and are scheduled to vest on January 1, 2022, subject to the reporting person's continued employment through such date.
(2) This amount includes (i) 22,867 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2021, subject to the reporting person's continued employment through such date, and (ii) 26,404 unvested RSUs in respect of Class A Common Stock which are scheduled to vest on January 1, 2022, subject to the reporting person's continued employment through such date.
(3) The reported transaction reflects the acquisition of options that were granted to the reporting person on October 26, 2018, subject to the achievement of certain performance goals in respect of calendar year 2019 which were deemed achieved on February 21, 2020.
(4) This option is fully vested and exercisable as of the date hereof.
(5) This amount reflects the options reported on this Form 4 in addition to 136,062 options that were granted on October 26, 2018 and previously reported by the reporting person, all of which are currently vested and exercisable.

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