UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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, 2007
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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 15 Pages
13G
CUSIP No.
57060D 10 8 Page 2 of 15 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), L.P. (f/k/a J.P. Morgan Partners
(23A SBIC), L.P.)
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 273,646 shares of Common Stock (See Item 4(c))
REPORTING -------------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
800,000 shares of Common Stock
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8 SHARED DISPOSITIVE POWER
273,646 shares of Common Stock (See Item 4(c))
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,073,646 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 3.45% as of the date of this Statement (based on
30,828,017 shares of Common Stock reported to be issued and
outstanding as of October 30, 2007 on the Issuer's Quarterly Report
on Form 10-Q filed on November 2, 2007). (See Item 4(b))
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TYPE OF REPORTING PERSON*
12
PN - Partnership
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Page 2 of 15 Pages
13G
CUSIP No.
57060D 10 8 Page 3 of 15 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 2,033,410 shares of Common Stock
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 273,646 shares of Common Stock (See Item 4(c))
REPORTING -------------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,033,410 shares of Common Stock
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8 SHARED DISPOSITIVE POWER
273,646 shares of Common Stock (See Item 4(c))
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,307,056 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 7.42% as of the date of this Statement (based on
30,828,017 shares of Common Stock reported to be issued and
outstanding as of October 30, 2007 on the Issuer's Quarterly Report
on Form 10-Q filed on November 2, 2007). (See Item 4(b))
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TYPE OF REPORTING PERSON*
12
CO - Corporation
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Page 3 of 15 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), L.P. ("JPMP (23A)")
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 15 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): 1,073,646 shares of Common Stock (includes 273,646
shares of Common Stock issuable to JPMP (23A) upon conversion
of shares of nonvoting common stock, par value $0.003 per
share, of the Issuer ("Nonvoting Common Stock") held by JPMP
(23A)). This amount excludes (i) 2,033,410 shares of Common
Stock held by LabMorgan and included below, and (ii) 951,671
shares of Nonvoting Common Stock because the terms of the
Nonvoting Common Stock contain a limitation on acquiring
shares of Common Stock if the conversion 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 and 1,225,317 shares of
Nonvoting Common Stock are owned by JPMP (23A).
LabMorgan: 2,307,056 shares of Common Stock (includes 273,646
shares of Common Stock issuable to LabMorgan upon conversion
of shares of Nonvoting Common Stock held by LabMorgan). This
amount excludes (i) 800,000 shares of Common Stock held by
JPMP (23A) and included above, and (ii) 1,086,691 shares of
Nonvoting Common Stock
Page 5 of 15 Pages
because the terms of the Nonvoting Common Stock contain a
limitation on acquiring shares of Common Stock if the
conversion would result in the holder, together with its
affiliates, beneficially owning more than 9.99% of the
outstanding shares of Common Stock. In total, 2,033,410 shares
of Common Stock and 1,360,337 shares of Nonvoting Common Stock
are owned by LabMorgan.
(b) Percent of Class
JPMP (23A): Approximately 3.45% as of the date of this
Statement (based on 30,828,017 shares of Common Stock reported
to be issued and outstanding as of October 30, 2007 on the
Issuer's Quarterly Report on Form 10-Q filed on November 2,
2007).
LabMorgan: Approximately 7.42% as of the date of this
Statement (based on 30,828,017 shares of Common Stock reported
to be issued and outstanding as of October 30, 2007 on the
Issuer's Quarterly Report on Form 10-Q filed on November 2,
2007).
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote:
JPMP (23A): 800,000 shares of Common Stock
LabMorgan: 2,033,410 shares of Common Stock
(ii) Shared power to vote or direct the vote:
JPMP (23A): 273,646 shares of Common Stock
LabMorgan: 273,646 shares of Common Stock
JPMP (23A) 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 273,646
shares of Common Stock upon conversion of shares of
Nonvoting Common Stock held by each of them. To the
extent that one of JPMP (23A) 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 contain a limitation on
acquiring shares of Common Stock to the extent the
conversion 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): 800,000 shares of Common Stock
LabMorgan: 2,033,410 shares of Common Stock
Page 6 of 15 Pages
(iv) Shared power to dispose or to direct the disposition of:
JPMP (23A): 273,646 shares of Common Stock
LabMorgan: 273,646 shares of Common Stock
JPMP (23A) 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 273,646 shares of Common Stock upon
conversion of shares of Nonvoting Common Stock held by
each of them. To the extent that one of JPMP (23A) 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
contain a limitation on acquiring shares of Common Stock
if the conversion 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 15
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, 2008
J.P. MORGAN PARTNERS (23A), L.P.
By: J.P. Morgan Partners (23A 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 15 Pages
EXHIBIT 2(a)
This statement is being filed by J.P. Morgan Partners (23A), L.P., a
Delaware limited partnership (hereinafter referred to as "JPMP (23A)"), and
LabMorgan Corporation, a Delaware corporation (hereinafter referred to as
"LabMorgan"). The principal business address of JPMP (23A) and LabMorgan is 270
Park Avenue, New York, NY 10017.
JPMP (23A) is engaged in the venture capital and leveraged buyout
business. The general partner of JPMP (23A) is J.P. Morgan Partners (23A
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) and is also indirectly (through JPMP (23A)) 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), JPMP 23A Manager may be deemed to
beneficially own the shares held by JPMP (23A).
JPMP (23A Manager) 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 B 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 C 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 15 Pages
SCHEDULE A
J.P. MORGAN PARTNERS (23A MANAGER), INC.
Executive Officers (1)
President Ina R. Drew
Managing Director Joseph S. Bonocore
Managing Director Ana Capella Gomez-Acebo
Managing Director John C. Wilmot
Managing Director and Treasurer Phillip D. Renshaw-Lewis
Vice President William T. Williams Jr.
Vice President and Assistant Secretary Judah Shechter
Vice President and Assistant Secretary Elizabeth De Guzman
Directors (1)
Ina R. Drew
John C. Wilmot
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(1) Each of whom is a United States citizen (except for Ana Capella
Gomez-Acebo who is a citizen of Spain) 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 15 Pages
SCHEDULE B
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 Gordon A. Smith
Global Head, Asset & Wealth Management James E. Staley
Co-Chief Executive Officer, Investment Bank William T. Winters
Chief Risk Officer Barry L. Zubrow
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(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 15 Pages
Directors(1)
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Name Principal Occupation or Employment;
Business or Residence Address
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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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David M. Cote Chairman and Chief Executive Officer
Honeywell International Inc.
c/o JP Morgan 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 12 of 15 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
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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
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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
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Robert I. Lipp Chairman
The St. Paul Travelers Companies,
Inc.
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 13 of 15 Pages
SCHEDULE C
LABMORGAN CORPORATION
Executive Officers(1)
Thomas M. Horn President
Richard T. Madsen Managing Director and Treasurer
Eric W Shan Vice President and Secretary
William T. Williams Jr. Vice President
Elizabeth De Guzman Vice President and Assistant Secretary
Judah A. Shechter Vice President and Assistant Secretary
Christine N. Bannerman Assistant Secretary
James C.P. Berry Assistant Secretary
Colleen A. Meade Assistant Secretary
Directors (1)
Thomas M. Horn
Eric W. Shan
-----------------
(1) Each of whom is a United States citizen whose principal occupation is
an employee of JPMorgan Chase & Co. and has a business address of 270 Park
Avenue, New York, New York 10017.
Page 14 of 15 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, 2008.
J.P. MORGAN PARTNERS (23A), L.P.
By: J.P. Morgan Partners (23A 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 15 of 15 Pages