SEC Form 4 · accession 0001209191-16-104042
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 26, 2016
Accepted (ET)
Mar 1, 2016 · 5:04 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 26, 2016 | A | 5,078 | $0.00 | A | 54,670 | D | |
| Common Stock, par value $0.01 per shareF3 | Feb 26, 2016 | F | 2,462 | $63.85 | D | 52,208 | 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 | $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 July 25, 2013. 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, 2013 through December 31, 2015. On February 26, 2016, Nasdaq's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs vested on December 31, 2015.
- F2Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
- F3Represents (i) 30,457 units of vested restricted stock, (ii) 20,990 shares underlying performance share units, of which 16,195 are vested and (iii) 761 shares purchased under the Employee Share Purchase Plan.
- F4Options exercisable.