UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MARKETAXESS HOLDINGS INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.003 PER SHARE
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(Title of Class of Securities)
57060D 10 8
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(CUSIP Number)
DECEMBER 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which could
alter the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 17 Pages
13G
CUSIP No.
57060D 10 8 Page 2 of 16 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.P. Morgan Partners (23A SBIC), L.P. (f/k/a J.P. Morgan Partners
(23A SBIC), LLC)
13-3986302
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF 800,000 shares of Common Stock
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,225,317 shares of Common Stock (See Item 4(c))
REPORTING -------------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
800,000 shares of Common Stock
--------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,225,317 shares of Common Stock (See Item 4(c))
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,025,317 shares of Common Stock (See Item 4(a))
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 Approximately 6.66% as of the date of this Statement (based on
29,164,483 shares of Common Stock reported to be issued and
outstanding as of November 3, 2006 on the Issuer's Quarterly Report
on Form 10-Q filed on November 7, 2006). (See Item 4(b))
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TYPE OF REPORTING PERSON*
12
PN - Partnership
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Page 2 of 17 Pages
13G
CUSIP No.
57060D 10 8 Page 3 of 16 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LabMorgan Corporation
13-4184941
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF 1,922,790 shares of Common Stock
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,225,317 shares of Common Stock (See Item 4(c))
REPORTING -------------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
1,922,790 shares of Common Stock
--------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,225,317 shares of Common Stock (See Item 4(c))
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,148,107 shares of Common Stock (See Item 4(a))
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 Approximately 9.99% as of the date of this Statement (based on
29,164,483 shares of Common Stock reported to be issued and
outstanding as of November 3, 2006 on the Issuer's Quarterly Report
on Form 10-Q filed on November 7, 2006). (See Item 4(b))
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TYPE OF REPORTING PERSON*
12
CO - Corporation
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Page 3 of 17 Pages
ITEM 1.
(a) Name of Issuer
MarketAxess Holdings Inc.
(b) Address of Issuer's Principal Executive Offices:
140 Broadway, 42nd Floor
New York, NY 10005
ITEM 2.
(a) Name of Persons Filing:
J.P. Morgan Partners (23A SBIC), L.P. ("JPMP (23A SBIC)")
LabMorgan Corporation ("LabMorgan")
Supplemental information relating to the ownership and control
of the persons filing this Statement is included in Exhibit
2(a) attached hereto.
(b) Address of Principal Business Office:
270 Park Avenue
New York, NY 10017
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock, par value $0.003 per share
(e) CUSIP Number:
57060D 10 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
Page 4 of 17 Pages
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investmentcompany under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box |_|
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
JPMP (23A SBIC): 2,025,317 shares of Common Stock (includes
1,225,317 shares of Common Stock issuable to JPMP (23A SBIC)
upon conversion of shares of nonvoting common stock, par value
$0.003 per share, of the Issuer ("Nonvoting Common Stock")
held by JPMP (23A SBIC)). This amount excludes 800,000 shares
of Common Stock held by LabMorgan and included below. In
total, 800,000 shares of Common Stock and 1,225,317 shares of
Nonvoting Common Stock are owned by JPMP (23A SBIC).
LabMorgan: 3,148,107 shares of Common Stock (includes
2,348,107 shares of Common Stock issuable to LabMorgan
pursuant to any combination of the exercise of a warrant (the
"Warrant") or the conversion of shares of Nonvoting Common
Stock held by LabMorgan). This amount excludes (i) 800,000
shares of Common Stock held by JPMP and included above, and
(ii) an aggregate of 245,863 shares from any combination of
the remaining portion of the Nonvoting Common Stock
Page 5 of 17 Pages
and the remaining portion of the Warrant, because the terms of
the Nonvoting Common Stock and the Warrant contain a
limitation on acquiring shares of Common Stock if the
conversion or exercise would result in the holder, together
with its affiliates, beneficially owning more than 9.99% of
the outstanding shares of Common Stock. In total, 800,000
shares of Common Stock, 1,360,337 shares of Nonvoting Common
Stock and a Warrant to purchase 1,233,633 shares of Common
Stock are owned by LabMorgan.
(b) Percent of Class
JPMP (23A SBIC): Approximately 6.66% as of the date of this
Statement (based on 29,164,483 shares of Common Stock reported
to be issued and outstanding as of November 3, 2006 on the
Issuer's Quarterly Report on Form 10-Q filed on November 7,
2006).
LabMorgan: Approximately 9.99% as of the date of this
Statement (based on 29,164,483 shares of Common Stock reported
to be issued and outstanding as of November 3, 2006 on the
Issuer's Quarterly Report on Form 10-Q filed on November 7,
2006).
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote:
JPMP (23A SBIC): 800,000 shares of Common Stock
LabMorgan: 1,922,790 shares of Common Stock
(ii) Shared power to vote or direct the vote:
JPMP (23A SBIC): 1,225,317 shares of Common Stock
LabMorgan: 1,225,317 shares of Common Stock
JPMP (23A SBIC) and LabMorgan share the power to vote or
direct the vote of these shares of Common Stock because
they each have the right to acquire a maximum of
1,225,317 shares of Common Stock pursuant to any
combination of the conversion of shares of Nonvoting
Common Stock held by each of them or the exercise of the
Warrant held by LabMorgan. To the extent that one of
JPMP (23A SBIC) or LabMorgan so acquires such shares of
Common Stock, the other is precluded from acquiring such
shares of Common Stock because the terms of the
Nonvoting Common Stock and the Warrant contain a
limitation on acquiring shares of Common Stock to the
extent the conversion or exercise would result in the
holder, together with its affiliates, beneficially
owning more than 9.99% of the outstanding shares of
Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
JPMP (23A SBIC): 800,000 shares of Common Stock
LabMorgan: 1,922,790 shares of Common Stock
Page 6 of 17 Pages
(iv) Shared power to dispose or to direct the disposition of:
JPMP (23A SBIC): 1,225,317 shares of Common Stock
LabMorgan: 1,225,317 shares of Common Stock
JPMP (23A SBIC) and LabMorgan share the power to dispose
or to direct the disposition of these shares of Common
Stock because they each have the right to acquire a
maximum of 1,225,317 shares of Common Stock pursuant to
any combination of the conversion of shares of Nonvoting
Common Stock held by each of them or the exercise of the
Warrant held by LabMorgan. To the extent that one of
JPMP (23A SBIC) or LabMorgan so acquires such shares of
Common Stock, the other is precluded from acquiring such
shares of Common Stock because the terms of the
Nonvoting Common Stock and the Warrant contain a
limitation on acquiring shares of Common Stock if the
conversion or exercise would result in the holder
beneficially owning more than 9.99% of the outstanding
shares of Common Stock
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Inapplicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Inapplicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See the Joint Filing Agreement Attached hereto as Exhibit 8.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP
Inapplicable
ITEM 10. CERTIFICATION
Inapplicable
Page 7 of 17
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 this 13th day of February, 2007
J.P. MORGAN PARTNERS (23A SBIC), L.P.
By: J.P. Morgan Partners (23A SBIC Manager), Inc.,
its General Partner
By: /s/ John C. Wilmot
----------------------------------------
Name: John C. Wilmot
Title: Managing Director
LABMORGAN CORPORATION
By: /s/ Tom Horn
----------------------------------------
Name: Tom Horn
Title: Managing Director
Page 8 of 17 Pages
EXHIBIT 2(a)
This statement is being filed by J.P. Morgan Partners (23A SBIC), L.P., a
Delaware limited partnership (hereinafter referred to as "JPMP (23A SBIC)"), and
LabMorgan Corporation, a Delaware corporation (hereinafter referred to as
"LabMorgan"). The principal business address of JPMP (23A SBIC) and LabMorgan is
270 Park Avenue, New York, NY 10017.
JPMP (23A SBIC) is engaged in the venture capital and leveraged buyout
business. The general partner of JPMP (23A SBIC) is J.P. Morgan Partners (23A
SBIC Manager), Inc., a Delaware corporation (hereinafter referred to as "JPMP
(23A Manager)"), whose principal business office is located at the same address
as JPMP (23A SBIC) and is also indirectly (through JPMP (23A SBIC)) engaged in
the venture capital and leveraged buyout business. Set forth in Schedule A
hereto and incorporated herein by reference are the names, business addresses,
principal occupations and employment of each executive officer and director of
JPMP (23A Manager). As general partner of JPMP (23A SBIC), JPMP 23A Manager may
be deemed to beneficially own the shares held by JPMP (23A SBIC).
JPMP (23A Manager) is a wholly owned subsidiary of JPMorgan Chase Bank,
National Association, a National Banking Association (hereinafter referred to as
"JPM Chase Bank") which is engaged in the commercial banking business with its
principal office located at 270 Park Avenue, New York, New York 10017. Set forth
in Schedule B hereto and incorporated herein by reference are the names,
business addresses, principal occupations and employments of each executive
officer and director of JPM Chase Bank.
JPM Chase Bank is a wholly owned subsidiary of JPMorgan Chase & Co., a
Delaware corporation (hereinafter referred to as "JPMorgan Chase") which is
engaged (primarily through subsidiaries) in the commercial banking business with
its principal office located at 270 Park Avenue, New York, New York 10017. Set
forth in Schedule C hereto and incorporated herein by reference are the names,
business addresses, principal occupations and employments of each executive
officer and director of JPMorgan Chase.
LabMorgan is engaged in the venture capital and leveraged buyout business.
Set forth in Schedule D hereto and incorporated herein by reference are the
names, business addresses, principal occupations and employment of each
executive officer and director of LabMorgan. LabMorgan is a wholly owned
subsidiary of JPMorgan Chase, which is described above.
Page 9 of 17 Pages
SCHEDULE A
J.P. MORGAN PARTNERS (SBIC 23A MANAGER), INC.
Executive Officers (1)
Chief Investment Officer Ina R. Drew
Managing Director Joseph S. Bonocore
Managing Director Ana Capella Gomez-Acebo
Managing Director John C. Wilmot
Managing Director and Assistant Secretary Richard Madsen
Vice President William T. Williams Jr.
Vice President and Assistant General Counsel Judah Shechter
Vice President and Assistant General Counsel Elizabeth De Guzman
Directors (1)
Ina R. Drew
John C. Wilmot
-----------------
(1) Each of whom is a United States citizen whose principal occupation is
employee and/or officer of JPMorgan Chase & Co. Business address is c/o
J.P. Morgan Partners, LLC, 270 Park Avenue, New York, New York 10017.
Page 10 of 17 Pages
SCHEDULE B
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Executive Officers (1)
President and Chief Executive Officer James Dimon
Chief Administrative Officer Frank Bisignano
Co-Chief Executive Officer, Investment Bank Steven D. Black
Chief Financial Officer Michael J. Cavanagh
Director of Human Resources John J. Bradley
Chief Investment Officer Ina R. Drew
General Counsel Stephen M. Cutler
Head, Commercial Banking Samuel Todd Maclin
Head, Strategy and Business Development Jay Mandelbaum
Chief Executive Officer, Treasury & Securities Services Heidi Miller
Head, Retail Financial Services Charles W. Scharf
Chief Executive Officer, Card Services Richard J. Srednicki
Global Head, Asset & Wealth Management James E. Staley
Co-Chief Executive Officer, Investment Bank William T. Winters
-----------------
(1) Each of whom is a United States citizen whose principal occupation is
employee or officer of JPMorgan Chase & Co. Business address is c/o
JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.
Page 11 of 17 Pages
Directors(1)
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Name Principal Occupation or Employment;
Business or Residence Address
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Steven D. Black Co-Chief Executive Officer, Investment Bank
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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Frank J. Bisignano Chief Administrative Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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James Dimon President and Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017]
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Michael J. Cavanaugh Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Charles W. Scharf Global Head of Retail Financial Services
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
James E. Staley Global Head, Asset & Wealth Management
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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(1) Each of whom is a United States citizen.
Page 12 of 17 Pages
SCHEDULE C
JPMORGAN CHASE & CO.
Executive Officers(1)
President and Chief Executive Officer James Dimon
Chief Administrative Officer Frank Bisignano
Co-Chief Executive Officer, Investment Bank Steven D. Black
Chief Financial Officer Michael J. Cavanagh
Director of Human Resources John J. Bradley
Chief Investment Officer Ina R. Drew
General Counsel Stephen M. Cutler
Head, Commercial Banking Samuel Todd Maclin
Head, Strategy and Business Development Jay Mandelbaum
Chief Executive Officer, Treasury & Securities Services Heidi Miller
Head, Retail Financial Services Charles W. Scharf
Chief Executive Officer, Card Services Richard J. Srednicki
Global Head, Asset & Wealth Management James E. Staley
Co-Chief Executive Officer, Investment Bank William T. Winters
-----------------
(1) Each of whom is a United States citizen whose principal occupation is
employee or officer of JPMorgan Chase & Co. Business address is c/o
JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017
Page 13 of 17 Pages
Directors(1)
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Name Principal Occupation or Employment;
Business or Residence Address
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John H. Biggs Former Chairman and CEO
TIAA - CREF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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Crandall C. Bowles Chairman and Chief Executive Officer
Spring Global US, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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Stephen B. Burke President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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James S. Crown President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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James Dimon Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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Ellen V. Futter President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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Page 14 of 17 Pages
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William H. Gray, III Retired President and Chief
Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Laban P. Jackson, Jr. Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and Chief
Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
John W. Kessler Owner
John W. Kessler Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Robert I. Lipp Chairman
The St. Paul Travelers Companies,
Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Richard A. Monoogian Chairman and Chief Executive Officer
Masco Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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David C. Novak Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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William C. Weldon Chairman and Chief Executive Officer
Johnson & Johnson
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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(1) Each of whom is a United States citizen.
Page 15 of 17 Pages
SCHEDULE D
LABMORGAN CORPORATION
Executive Officers(1)
Jeffrey C. Walker President
Arnold L. Chavkin Chief Investment Officer
Srinivas Akkaraju Managing Director
Christopher Albinson Managing Director
Dr. Dana Beth Ardi Managing Director
Christopher C. Behrens Managing Director
John Breckenridge Managing Director
Carty Chock Managing Director
Julie Casella-Esposito Managing Director
Rodney A. Ferguson Managing Director
Michael Hannon Managing Director
Tom Horn Managing Director
Mathew Lori Managing Director
Jonathan R. Lynch Managing Director
Stephen McKenna Managing Director
Sunil Mishra Managing Director
Stephen P. Murray Managing Director
Kevin O'Brien Managing Director
Timothy Purcell Managing Director
John Reardon Managing Director
Faith Rosenfeld Managing Director
Shahan D. Soghikian Managing Director
William Stuek Managing Director
Lauren Tyler Managing Director
Timothy Walsh Managing Director
Richard D. Waters, Jr. Managing Director
Damion E. Wicker, M.D. Managing Director
Sole Director (1)
Jeffrey C. Walker
-----------------
(1) Each of whom is a United States citizen whose principal occupation is
employee and/or officer of CCMP Capital Advisors, LLC and business address
is 245 Park Avenue, New York, New York 10167, other than Tom Horn who is
an employee of JPMorgan Chase & Co. and has a business address of 270 Park
Avenue, New York, New York 10017.
Page 16 of 17 Pages
EXHIBIT 8
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing
of such Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none
of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with each other on behalf of each of them of to such a statement on
Schedule 13G with respect to the common stock of MarketAxess Holdings Inc.
beneficially owned by each of them. This Joint Filing Agreement shall be
included as an exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby executed this agreement on
February 13th, 2007.
J.P. MORGAN PARTNERS (23A SBIC), L.P.
By: J.P. Morgan Partners (23A SBIC Manager),
Inc., its General Partner
By: /s/John C. Wilmot
--------------------
Name: John C. Wilmot
Title: Managing Director
LABMORGAN CORPORATION
By: /s/Tom Horn
--------------------
Name: Tom Horn
Title: Managing Director
Page 17 of 17 Pages