SEC Form 4 · accession 0001209191-16-126832

NASDAQ, INC. · NDAQ

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

Reporting owner

Officer — CEO · Director

Period of report

Jun 7, 2016

Accepted (ET)

Jun 9, 2016 · 4:17 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	Jun 7, 2016	M	67,056	$35.92	A	1,057,149	D
Common Stock, par value $0.01 per share^F1,F2	Jun 7, 2016	S	67,056	$65.31	D	990,093	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)^F3	$35.92	Jun 7, 2016	M	67,056	D	—	Dec 13, 2016	Common Stock	67,056	692,944	D
Employee Stock Option (Right to Buy)^F3	$21.31	holding	—	—	—	—	Jun 30, 2019	Common Stock	900,000	900,000	D

F1The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.00 to $65.50, 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.
F2Represents (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.
F3Options exercisable as to 100%.