UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. [_______])*
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, 2004
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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 16 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 754,692 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
754,692 shares of Common Stock (See Item 4(c))
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,692 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
22,815,806 shares of Common Stock issued and outstanding as of
November 10, 2004). (See Item 4(b))
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TYPE OF REPORTING PERSON*
12
PN - Partnership
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Page 2 of 16 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
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 800,000 shares of Common Stock
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 754,692 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
754,692 shares of Common Stock (See Item 4(c))
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,692 shares of Common Stock (See Item 4(a))
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 Approximately 9.99% as of the date of this Statement (based on
22,815,806 shares of Common Stock issued and outstanding as of
November 10, 2004). (See Item 4(b))
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TYPE OF REPORTING PERSON*
12
CO - Corporation
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Page 3 of 16 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:
1221 Avenue of the Americas
New York, NY 10020
(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 16 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): 1,554,692 shares of Common Stock (includes
754,692 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 (i) 800,000
shares of Common Stock held by LabMorgan and included below,
and (ii) the remaining 470,625 shares of Nonvoting Common
Stock held by JPMP (23A SBIC) 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. In total, 800,000 shares of Common
Stock and 1,225,317 shares of Nonvoting Common Stock are owned
by JPMP (23A SBIC).
LabMorgan: 1,554,692 shares of Common Stock (includes 754,692
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 1,839,278 shares from any combination of the remaining
portion of the Nonvoting Common Stock
Page 5 of 16 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 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
Approximately 9.99% as of the date of this Statement (based on
22,815,806 shares of Common Stock issued and outstanding as of
November 10, 2004).
(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: 800,000 shares of Common Stock
(ii) Shared power to vote or direct the vote:
JPMP (23A SBIC): 754,692 shares of Common Stock
LabMorgan: 754,692 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 754,692
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
(iii) Sole power to dispose or to direct the disposition of:
JPMP (23A SBIC): 800,000 shares of Common Stock
LabMorgan: 800,000 shares of Common Stock
(iv) Shared power to dispose or to direct the disposition of:
JPMP (23A SBIC): 754,692 shares of Common Stock
Page 6 of 16 Pages
LabMorgan: 754,692 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 754,692 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 16
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 14th day of February, 2005
J.P. MORGAN PARTNERS (23A SBIC), L.P.
By: J.P. Morgan Partners (23A SBIC Manager), Inc.,
its General Partner
By: /s/Jeffrey C. Walker
----------------------------------------
Name: Jeffrey C. Walker
Title: President
LABMORGAN CORPORATION
By: /s/Jeffrey C. Walker
----------------------------------------
Name: Jeffrey C. Walker
Title: President
Page 8 of 16 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
1221 Avenue of the Americas, New York, NY 10020.
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 16 Pages
SCHEDULE A
J.P. MORGAN PARTNERS (SBIC 23A MANAGER), INC.
EXECUTIVE OFFICERS(1)
President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Srinivas Akkaraju*
Managing Director Christopher Albinson*
Managing Director Dr. Dana Beth Ardi*
Managing Director Richard Aube*
Managing Director Christopher C. Behrens*
Managing Director John Breckenridge*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Cornell P. French*
Managing Director Michael R. Hannon*
Managing Director Matthew Lori*
Managing Director Jonathan R. Lynch*
Managing Director Bryan Martin*
Managing Director Sunil Mishra*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director John Reardon*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director William Stuck*
Managing Director Patrick J. Sullivan*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr. *
Managing Director Damion E. Wicker, M.D.*
SOLE DIRECTOR (1)
Jeffrey C. Walker*
----------------
(1) Each of whom is a United States citizen.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York, New York 10020.
Page 10 of 16 Pages
SCHEDULE B
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
EXECUTIVE OFFICERS(1)
William B. Harrison, Jr. Chairman and Chief Executive Officer.
James Dimon President and Chief Operating Officer.
Austin A. Adams Chief Information Officer.
Steven D. Black Co-Chief Executive Officer, Investment Bank.
William I. Campbell Chief Executive Officer, Card Services.
Michael J. Cavanagh Chief Financial Officer.
David A. Coulter Chairman, West Coast Region.
John J. Farrell Director Human Resources, Head of Real
Estate/Facilities, General Services, Security.
Joan Guggenheimer Co-General Counsel.
Frederick W. Hill Director of Corporate Marketing and
Communications.
Samuel Todd Maclin Head, Commercial Banking.
Jay Mandelbaum Head, Strategy and Business Development.
William H. McDavid Co-General Counsel.
Heidi Miller Chief Executive Officer, Treasury & Securities
Services.
Charles W. Scharf Head, Retail Financial Services.
Richard J. Srednicki Executive Vice President, Card Services.
James E. Staley Head, Asset & Wealth Management.
Don M. Wilson III Chief Risk Officer.
William T. Winters Co-Chief Executive Officer, Investment Bank.
(1) Each of whom is a United States citizen whose principal occupation is
employee or officer of J.P. Morgan Chase & Co. Business address is c/o
J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017.
Page 11 of 16 Pages
DIRECTORS(1)
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
William B. Harrison, Jr. Chairman and Chief Executive Officer.
James Dimon President and Chief Operating Officer.
Michael J. Cavanagh Chief Financial Officer.
David A. Coulter Chairman, West Coast Region.
Charles W. Scharf Head, Retail Financial Services.
Don M. Wilson III Chief Risk Officer.
-----------------
(1) Each of whom is a United States citizen and has a business address of c/o
J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017.
Page 12 of 16 Pages
SCHEDULE C
JPMORGAN CHASE & CO.
EXECUTIVE OFFICERS(1)
William B. Harrison, Jr. Chairman and Chief Executive Officer.
James Dimon President and Chief Operating Officer.
Austin A. Adams Chief Information Officer.
Steven D. Black Co-Chief Executive Officer, Investment Bank.
William I. Campbell Chief Executive Officer, Card Services.
Michael J. Cavanagh Chief Financial Officer.
David A. Coulter Chairman, West Coast Region.
John J. Farrell Director Human Resources, Head of Real
Estate/Facilities, General Services, Security.
Joan Guggenheimer Co-General Counsel.
Frederick W. Hill Director of Corporate Marketing and Communications.
Samuel Todd Maclin Head, Commercial Banking.
Jay Mandelbaum Head, Strategy and Business Development.
William H. McDavid Co-General Counsel.
Heidi Miller Chief Executive Officer, Treasury & Securities
Services.
Charles W. Scharf Head, Retail Financial Services.
Richard J. Srednicki Executive Vice President, Card Services.
James E. Staley Head, Asset & Wealth Management.
Don M. Wilson III Chief Risk Officer.
William T. Winters Co-Chief Executive Officer, Investment Bank.
(1) Each of whom is a United States citizen whose principal occupation is
employee or officer of J.P. Morgan Chase & Co. Business address is c/o
J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017.
Page 13 of 16 Pages
DIRECTORS(1)
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
--------------------------------------------------------------------------------
Hans W. Becherer Retired Chairman of the Board and
Chief Executive Officer
Deere & Company
--------------------------------------------------------------------------------
John H. Biggs Former Chairman and CEO
TIAA - CREF
--------------------------------------------------------------------------------
Lawrence A. Bossidy Retired Chairman of the Board
Honeywell International Inc.
--------------------------------------------------------------------------------
Stephen B. Burke President
Comcast Cable Communications, Inc.
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James S. Crown President
Henry Crown and Company
--------------------------------------------------------------------------------
James Dimon President and Chief Operating Officer
JPMorgan Chase & Co.
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Ellen V. Futter President and Trustee
American Museum of Natural History
--------------------------------------------------------------------------------
William H. Gray, III Retired President and Chief Executive Officer
The College Fund/UNCF
--------------------------------------------------------------------------------
William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer
JPMorgan Chase & Co.
--------------------------------------------------------------------------------
Laban P. Jackson, Jr. Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
--------------------------------------------------------------------------------
John W. Kessler Owner
John W. Kessler Company
--------------------------------------------------------------------------------
Robert I. Lipp Chairman
The St. Paul Travelers Companies, Inc.
--------------------------------------------------------------------------------
Richard A. Monoogian Chairman and Chief Executive Officer
Masco Corporation
--------------------------------------------------------------------------------
David C. Novak Chairman and Chief Executive Officer
Yum! Brands, Inc.
--------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
--------------------------------------------------------------------------------
John R. Stafford Retired Chairman of the Board
Wyeth
--------------------------------------------------------------------------------
(1) Each of whom is a United States citizen and has a business address of c/o
JPMorgan Chase & Co, 270 Park Avenue, New York, New York 10017.
Page 14 of 16 Pages
SCHEDULE D
LABMORGAN CORPORATION
EXECUTIVE OFFICERS(1)
President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Srinivas Akkaraju*
Managing Director Christopher Albinson*
Managing Director Dr. Dana Beth Ardi*
Managing Director Richard Aube*
Managing Director Christopher C. Behrens*
Managing Director John Breckenridge*
Managing Director Julie Casella-Esposito*
Managing Director Carty Chock*
Managing Director Rodney A. Ferguson*
Managing Director Cornell P. French*
Managing Director Michael R. Hannon*
Managing Director Matthew Lori*
Managing Director Jonathan R. Lynch*
Managing Director Bryan Martin*
Managing Director Sunil Mishra*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director John Reardon*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director William Stuck*
Managing Director Patrick J. Sullivan*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr. *
Managing Director Damion E. Wicker, M.D.*
SOLE DIRECTOR(1)
Jeffrey C. Walker*
-----------------
(1) Each of whom is a United States citizen.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York, New York 10020.
Page 15 of 16 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 14, 2005.
J.P. MORGAN PARTNERS (23A SBIC), L.P.
By: J.P. Morgan Partners (23A SBIC Manager),
Inc., its General Partner
By: /s/Jeffrey C. Walker
--------------------
Name: Jeffrey C. Walker
Title: President
LABMORGAN CORPORATION
By: /s/Jeffrey C. Walker
--------------------
Name: Jeffrey C. Walker
Title: President
Page 16 of 16 Pages