SEC Form 4 · accession 0001209191-15-015998
NASDAQ, INC. · NDAQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anna M Ewing
Officer — Executive Vice President
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 4:19 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 share | Feb 17, 2015 | A | 81,656 | $0.00 | A | 126,168 | D | |
| Common Stock, par value $0.01 per share | Feb 17, 2015 | F | 41,599 | $49.92 | D | 84,569 | D | |
| Common Stock, par value $0.01 per shareF4,F5 | Feb 18, 2015 | S | 20,028 | $49.74 | D | 64,541 | 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)F6 | $45.38 | holding | — | — | — | — | Dec 12, 2017 | Common Stock | 22,564 | 22,564 | D |
Explanation of responses
- F1Represents the settlement of performance share units (PSUs) that were granted under Nasdaq's Equity Incentive Plan on May 7, 2012. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2012 through December 31, 2014. On February 17, 2015, Nasdaq's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs vested on December 31, 2014.
- F2Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
- F3The sale reported was effected pursuant to a Rule 10b5-1 trading plan.
- F4The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.66 to $49.81, inclusive. The reporting person undertakes to provide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
- F5Represents (i) 3,061 vested shares of restricted stock, (ii) 53,614 vested shares underlying performance share units, and (iii) 7,866 shares purchased under the Employee Stock Purchase Plan.
- F6Options exercisable.