SEC Form 5 · accession 0001209191-15-010840
NASDAQ, INC. · NDAQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Greifeld
Officer — CEO · Director
Period of report
Dec 31, 2014
Accepted (ET)
Feb 9, 2015 · 4:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001120193
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Dec 23, 2013 | G | 4,780 | $0.00 | D | 838,631 | D | |
| Common Stock, par value $0.01 per shareF2 | Dec 19, 2014 | G | 1,140 | $0.00 | D | 838,631 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $21.31 | holding | — | — | — | — | Jun 30, 2019 | Common Stock | 900,000 | 900,000 | D |
| Employee Stock Option (Right to Buy)F3 | $35.92 | holding | — | — | — | — | Dec 13, 2016 | Common Stock | 960,000 | 960,000 | D |
Explanation of responses
- F1These shares were included in Box 5 of Forms 4 filed by the reporting person after the date of the bona fide charitable gift.
- F2The amount reported reflects the amount of securities beneficially owned as of December 31, 2014 and represents (i) 397,660 shares of common stock acquired upon exercise of vested stock options, (ii) 209,383 vested shares of restricted stock, (iii) 230,950 vested shares underlying PSUs and (iv) 638 shares purchased under the Employee Stock Purchase Plan.
- F3Options exercisable as to 100%.