SEC Form 4 · accession 0001209191-15-016034
NASDAQ, INC. · NDAQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas A Wittman
Officer — Executive Vice President
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 4:31 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 | 10,562 | $0.00 | A | 56,180 | D | |
| Common Stock, par value $0.01 per shareF4 | Feb 17, 2015 | F | 1,733 | $49.92 | D | 54,686 | 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)F5 | $25.28 | holding | — | — | — | — | Mar 28, 2021 | Common Stock | 12,748 | 12,748 | 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.
- F2Also represents the settlement of PSUs that were granted under Nasdaq's Equity Incentive Plan on March 31, 2014. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a one-year performance period from January 1, 2014 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 will vest as to one-third on December 31, 2015, one-third on December 31, 2016 and one-third on December 31, 2017.
- F3Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
- F4Represents (i) 34,456 units of restricted stock, of which 25,497 are vested, (ii) 19,991 shares underlying performance share units, of which 10,790 are vested and (iii) 239 shares purchased under the Employee Share Purchase Plan.
- F5Options exercisable.