Edgar Filing: GRIFFITH WILLIAM

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 ^*

Trudeau Robert

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	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
May be part of a 13(g) group

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2008

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	12/19/2008		J⁽¹⁾		2,111	D	$ 0	2,114	D ⁽²⁾
Common Stock	12/19/2008		J⁽¹⁾		2,111	A	$ 0	2,111	I	TCV VI Management, L.L.C. ⁽³⁾ ⁽⁶⁾
Common Stock								34,727	I	TCV VI, L.P. ⁽⁴⁾ ⁽⁶⁾
Common Stock								273	I	TCV Member Fund, L.P. ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Trudeau Robert C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301	X	X		May be part of a 13(g) group
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301		X		May be part of a 13(g) group
KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301		X		May be part of a 13(g) group
DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301		X		May be part of a 13(g) group
REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301		X		May be part of a 13(g) group
GRIFFITH WILLIAM C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301		X		May be part of a 13(g) group
Technology Crossover Management VI, L.L.C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301		X		May be part of a 13(g) group
TCV VI L P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301		X		May be part of a 13(g) group
TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301		X		May be part of a 13(g) group

Signatures

Carla S. Newell Authorized signatory for Robert W. Trudeau		12/22/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Jay C. Hoag		12/22/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Richard H. Kimball		12/22/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for John L. Drew		12/22/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Jon Q. Reynolds Jr.		12/22/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for William J.G. Griffith IV		12/22/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Technology Crossover Management VI, L.L.C.		12/22/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for TCV VI, L.P.		12/22/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for TCV Member Fund, L.P.		12/22/2008
^**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)	Robert M. Trudeau ("Trudeau") transferred 2,111 shares which were issued under the MarketAxess Holdings Inc. 2004 Stock Incentive Plan to TCV VI Management, L.L.C. ("Management"). While Trudeau was the beneficial owner of these shares, Management was entitled to 100% of the pecuniary interest in such shares prior to their transfer.
(2)	These shares are held directly by Trudeau. Trudeau has sole voting and dispositive power over these shares; however, Management owns 100% of the pecuniary interest therein. Trudeau, Jay C. Hoag ("Hoag"), Richard H. Kimball ("Kimball"), John L. Drew ("Drew"), Jon Q. Reynolds, Jr. ("Reynolds") and William J.G. Griffith IV ("Griffith") (collectively, the "TCM Members") are members of Management, but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interests therein.
(3)	These shares are held directly by Management. Each of the TCM Members are members of Management, but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interests therein.
(4)	These shares are held directly by TCV VI, L.P. Each of the TCM Members are Class A Members of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI, L.P. The TCM Members and TCM VI may be deemed to beneficially own the shares held by TCV VI, L.P., but each of the TCM Members and TCM VI disclaims beneficial ownership of such shares except to the extent of their pecuniary interests therein.
(5)	These shares are held directly by TCV Member Fund, L.P. Each of the TCM Members are Class A Members of TCM VI, which is a general partner of TCV Member Fund, L.P. The TCM Members and TCM VI may be deemed to beneficially own the shares held by TCV Member Fund, L.P., but each of the TCM Members and TCM VI disclaims beneficial ownership of such shares except to the extent of their pecuniary interests therein.
(6)	Hoag, Kimball, Drew, Reynolds, Griffith, Trudeau, TCM VI, TCV VI, L.P. and TCV Member Fund, L.P. (collectively, "Reporting Owners") may be deemed to be part of a 13(g) group with other related persons; however, the Reporting Owners disclaim 13(g) group status.

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