SEC Form 4 · accession 0001209191-16-104053
NASDAQ, INC. · NDAQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald Hassen
Officer — Interim Chief Financial Ofcr
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 5:08 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 | 8,358 | $0.00 | A | 50,395 | D | |
| Common Stock, par value $0.01 per shareF4 | Feb 26, 2016 | F | 2,202 | $63.85 | D | 48,193 | D |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2Also represents the settlement of PSUs that were granted under Nasdaq's Equity Incentive Plan on March 31, 2015. 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, 2015 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 will vest as to one-third on December 31, 2016, one-third on December 31, 2017 and one-third on December 31, 2018.
- F3Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
- F4Represents (i) 26,632 vested shares or units of restricted stock, (ii) 20,795 shares underlying performance share units, of which 13,906 shares are vested and (iii) 766 shares purchased under the Employee Stock Puchase Plan.