Edgar Filing: HOAG JAY C

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 ^*

TCV VI L P

2. Issuer Name and Ticker or Trading Symbol
MARKETAXESS HOLDINGS INC [MKTX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2011

(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	01/24/2011		C		3,472,652	A	⁽¹⁾	3,472,652	I	TCV VI, L.P. ⁽²⁾
Common Stock	01/24/2011		C		27,347	A	⁽¹⁾	27,347	I	TCV Member Fund, L.P. ⁽³⁾
Common Stock								10,864 ⁽⁴⁾	I	TCV VI Management, L.L.C. ⁽⁵⁾
Common Stock								2,462 ⁽⁶⁾	I	Robert W. Trudeau ⁽⁷⁾

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

Series B Preferred Stock

⁽¹⁾

01/24/2011

34,726.52

⁽⁸⁾

⁽⁹⁾

Common Stock

3,472,652

⁽¹⁾

TCV VI, L.P. ⁽²⁾

Series B Preferred Stock

⁽¹⁾

01/24/2011

273.47

⁽⁸⁾

⁽⁹⁾

Common Stock

27,347

⁽¹⁾

TCV Member Fund, L.P. ⁽³⁾

Reporting Owners

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

Signatures

Frederic D. Fenton Authorized signatory for TCV VI, L.P.		01/26/2011
^**Signature of Reporting Person		Date
Frederic D. Fenton Authorized signatory for Technology Crossover Management VI, L.L.C.		01/26/2011
^**Signature of Reporting Person		Date
Frederic D. Fenton Authorized signatory for TCV Member Fund, L.P.		01/26/2011
^**Signature of Reporting Person		Date
Frederic D. Fenton Authorized signatory for Robert W. Trudeau		01/26/2011
^**Signature of Reporting Person		Date
Frederic D. Fenton Authorized signatory for Jay C. Hoag		01/26/2011
^**Signature of Reporting Person		Date
Frederic D. Fenton Authorized signatory for Richard H. Kimball		01/26/2011
^**Signature of Reporting Person		Date
Frederic D. Fenton Authorized signatory for John L. Drew		01/26/2011
^**Signature of Reporting Person		Date
Frederic D. Fenton Authorized signatory for Jon Q. Reynolds Jr.		01/26/2011
^**Signature of Reporting Person		Date
Frederic D. Fenton Authorized signatory for William J.G. Griffith IV		01/26/2011
^**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)	Each outstanding share of the issuer's Series B Preferred Stock automatically converted into 100 shares of the issuer's Common Stock (plus cash in lieu of any fractional share) pursuant to the terms contained in the issuer's Certificate of Designation of Series B Preferred Stock.
(2)	These shares are directly held by TCV VI, L.P. Robert W. Trudeau ("Trudeau"), Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and William J.G. Griffith IV (collectively, the "TCM VI 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 VI Members and TCM VI may be deemed to beneficially own the shares held by TCV VI, L.P., but the TCM VI Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(3)	These shares are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VI Members are Class A Members of TCM VI, which is a general partner of TCV MF. The TCM VI Members and TCM VI may be deemed to beneficially own certain of the shares held by TCV MF, but the TCM VI Members and TCM VI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(4)	Excludes 2,462 shares directly held of record by Trudeau, which are separately reported on this Form 4. Includes 2,461 shares that were previously reported as held directly by Trudeau, which were transferred from Trudeau to TCV VI Management, L.L.C. ("TCV VI Management") on January 11, 2011, and are now held directly by TCV VI Management.
(5)	These shares are directly held by TCV VI Management. The TCM VI Members are members of TCV VI Management, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(6)	Excludes 2,461 shares that were previously held by Trudeau, which were transferred from Trudeau to TCV VI Management on January 11, 2011, and are now reported on this Form 4 as held directly by TCV VI Management.
(7)	These shares are directly held by Trudeau. Trudeau has sole voting and dispositive power over the shares; however, TCV VI Management owns 100% of the pecuniary interest therein. The TCM VI Members are members of TCV VI Management, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(8)	Immediately.
(9)	Not applicable.

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