SEC Form 4 · accession 0001209191-16-125058
NASDAQ, INC. · NDAQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Greifeld
Officer — CEO · Director
Period of report
May 31, 2016
Accepted (ET)
Jun 2, 2016 · 4:10 pm EDT
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 | May 31, 2016 | M | 50,000 | $35.92 | A | 1,040,093 | D | |
| Common Stock, par value $0.01 per shareF1 | May 31, 2016 | S | 50,000 | $65.54 | D | 990,093 | D | |
| Common Stock, par value $0.01 per share | Jun 1, 2016 | M | 50,000 | $35.92 | A | 1,040,093 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jun 1, 2016 | S | 50,000 | $65.49 | D | 990,093 | 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 | $35.92 | May 31, 2016 | M | 50,000 | D | — | Dec 13, 2016 | Common Stock | 50,000 | 810,000 | D |
| Employee Stock Option (Right to Buy)F4 | $35.92 | Jun 1, 2016 | M | 50,000 | D | — | Dec 13, 2016 | Common Stock | 50,000 | 760,000 | D |
| Employee Stock Option (Right to Buy)F4 | $21.31 | holding | — | — | — | — | Jun 30, 2019 | Common Stock | 900,000 | 900,000 | D |
Explanation of responses
- F1The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.50 to $65.62, 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 (1) to this Form 4.
- F2The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.42 to $65.59, 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) 338,052 shares of common stock acquired upon exercise of vested stock options, (ii) 126,889 vested shares of restricted stock, (iii) 523,992 vested shares underlying PSUs and (iv) 1,160 shares purchased under the Employee Stock Purchase Plan.
- F4Options exercisable as to 100%.