SEC Form 4 · accession 0001209191-18-006554
NASDAQ, INC. · NDAQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adena T Friedman
Officer — President and CEO · Director
Period of report
Jan 30, 2018
Accepted (ET)
Feb 1, 2018 · 5:55 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 shareF1 | holding | — | — | — | 217,469 | 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)F3,F2 | $66.68 | Jan 30, 2018 | A | 89,605 | A | — | Jan 3, 2027 | Common Stock | 89,605 | 89,605 | D |
Explanation of responses
- F1Represents (i) 81,584 shares of vested restricted stock, (ii) 101,434 vested shares underlying PSUs and (iii) 34,451 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq.
- F2Options exercisable.
- F3On January 3, 2017, Ms. Friedman received a grant of 268,817 performance-based options that vests in one-third annual installments based on Nasdaq's satisfaction of certain performance goals for each of the fiscal years ending December 31, 2017, 2018 and 2019. On January 30, 2018, Nasdaq's Management Compensation Committee and Board of Directors determined that the performance goal for 2017 was met, resulting in the settlement of the first one-third of the grant.