SEC Form 4 · accession 0001209191-15-017158
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 19, 2015
Accepted (ET)
Feb 23, 2015 · 4:10 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 19, 2015 | M | 13,500 | $45.38 | A | 78,041 | D | |
| Common Stock, par value $0.01 per shareF2 | Feb 19, 2015 | S | 13,500 | $50.38 | D | 64,541 | D | |
| Common Stock, par value $0.01 per share | Feb 20, 2015 | M | 9,064 | $45.38 | A | 73,605 | D | |
| Common Stock, par value $0.01 per shareF3 | Feb 20, 2015 | S | 9,064 | $50.38 | 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)F4 | $45.38 | Feb 19, 2015 | M | 13,500 | D | — | Dec 12, 2017 | Common Stock | 13,500 | 9,064 | D |
| Employee Stock Option (Right to Buy)F4 | $45.38 | Feb 20, 2015 | M | 9,064 | D | — | Dec 12, 2017 | Common Stock | 9,064 | 0 | D |
Explanation of responses
- F1The sales reported were effected pursuant to a Rule 10b5-1 trading plan.
- F2The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.38 to $50.39, 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 (2) to this Form 4.
- F3Represents (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.
- F4Options exercisable.