Edgar Filing: CONCANNON CHRISTOPHER R

Ownership Submission

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 ^*

CONCANNON CHRISTOPHER R

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)
President and COO

(Last)

(First)

(Middle)

C/O MARKETAXESS HOLDINGS INC., 299 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2019

(Street)

NEW YORK, NY 10171

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.003 per share	01/22/2019		A		23,329	A	$ 0 ⁽¹⁾	23,329	D
Common Stock, par value $0.003 per share	01/22/2019		A		4,666	A	$ 0 ⁽²⁾	27,995	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy

$ 272.88

01/22/2019

35,679

01/22/2024

07/22/2024

Common Stock

35,679

$ 0

35,679

Employee Stock Option (right to buy

$ 294.71

01/22/2019

41,189

01/22/2024

07/22/2024

Common Stock

41,189

$ 0

41,189

Performance Shares

⁽³⁾

01/22/2019

8,969

⁽³⁾

Common Stock

8,969

$ 0

8,969

Performance Shares

⁽⁴⁾

01/22/2019

9,945

⁽⁴⁾

Common Stock

9,945

$ 0

9,945

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CONCANNON CHRISTOPHER R C/O MARKETAXESS HOLDINGS INC. 299 PARK AVENUE NEW YORK, NY 10171	X		President and COO

Signatures

/s/ Ori Solomon, as Attorney-in-Fact for Christopher R. Concannon		01/24/2019
^**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)	Represents a grant of restricted stock units pursuant to the Company's 2012 Incentive Plan. The restricted stock units will vest in three installments of 34% on January 22, 2020, and 33% on each of January 22, 2021 and January 22, 2022.
(2)	Represents a grant of restricted stock units pursuant to the Company's 2012 Incentive Plan. The restricted stock units will vest on January 22, 2022.
(3)	Each performance share represents a contingent right to receive one share of the Company's common stock. 8,969 shares of the Company's common stock will be awarded subject to the Company's attainment of an average price per share of $272.88, calculated based on the closing price of the common stock over any twenty consecutive trading days during the period from January 22, 2019 to January 22, 2024.
(4)	Each performance share represents a contingent right to receive one share of the Company's common stock. 9,945 shares of the Company's common stock will be awarded subject to the Company's attainment of an average price per share of $294.71, calculated based on the closing price of the common stock over any twenty consecutive trading days during the period from January 22, 2019 to January 22, 2024.

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