SEC Form 4 · accession 0001209191-16-125062

NASDAQ, INC. · NDAQ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Executive Vice President

Period of report

May 31, 2016

Accepted (ET)

Jun 2, 2016 · 4:11 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	28,801	$35.92	A	85,210	D
Common Stock, par value $0.01 per share^F2,F3	May 31, 2016	S	28,801	$65.55	D	56,409	D

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	28,801	D	—	Dec 13, 2016	Common Stock	28,801	0	D
Employee Stock Option (Right to Buy)^F4	$19.75	holding	—	—	—	—	Mar 4, 2020	Common Stock	22,059	22,059	D
Employee Stock Option (Right to Buy)^F4	$25.07	holding	—	—	—	—	Dec 17, 2018	Common Stock	39,458	39,458	D
Employee Stock Option (Right to Buy)^F4	$25.28	holding	—	—	—	—	Mar 28, 2021	Common Stock	25,496	25,496	D
Employee Stock Option (Right to Buy)^F4	$45.38	holding	—	—	—	—	Dec 12, 2017	Common Stock	19,555	19,555	D

F1The reported sale was 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 $65.38 to $65.82, 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) 55,887 vested shares underlying performance share units and (ii) 522 shares purchased under the Employee Stock Purchase Plan.
F4Options exercisable as to 100%.