SEC Form 4 · accession 0001209191-15-016025

NASDAQ, INC. · NDAQ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Executive Vice President

Period of report

Feb 17, 2015

Accepted (ET)

Feb 19, 2015 · 4:28 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	52,493	$0.00	A	113,064	D
Common Stock, par value $0.01 per share^F3	Feb 17, 2015	F	26,235	$49.92	D	86,829	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F4	$19.75	holding	—	—	—	—	Mar 4, 2020	Common Stock	22,059	22,059	D
Employee Stock Option (Right to Buy)^F4	$25.07	holding	—	—	—	—	Dec 17, 2018	Common Stock	39,458	39,458	D
Employee Stock Option (Right to Buy)^F4	$25.28	holding	—	—	—	—	Mar 28, 2021	Common Stock	25,496	25,496	D
Employee Stock Option (Right to Buy)^F4	$35.92	holding	—	—	—	—	Dec 13, 2016	Common Stock	28,801	28,801	D
Employee Stock Option (Right to Buy)^F4	$45.38	holding	—	—	—	—	Dec 12, 2017	Common Stock	19,555	19,555	D

F1Represents the settlement of performance share units (PSUs) that were granted under the Nasdaq 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.
F3Represents (i) 67,921 vested shares underlying performance share units and (ii) 18,908 shares purchased under the Employee Stock Purchase Plan.
F4Options exercisable.