SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Adenza Parent, LP (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 110 N. WACKER DRIVE, 32ND FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2023	3. Issuer Name and Ticker or Trading Symbol NASDAQ, INC. [ NDAQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	85,608,414(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Adenza Parent, LP (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 110 N. WACKER DRIVE, 32ND FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip)

1. Name and Address of Reporting Person* THOMA BRAVO UGP, LLC (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 110 N. WACKER DRIVE, 32ND FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip)

Explanation of Responses:

1. The securities reported herein were acquired pursuant to that certain Agreement and Plan of Merger dated as of June 10, 2023 (the "Merger Agreement"), by and among the Issuer, Argus Merger Sub 1, Inc., Argus Merger Sub 2, LLC, Adenza Holdings, Inc. ("Adenza") and Adenza Parent, LP ("Adenza Parent"). In connection with the closing of the transaction on November 1, 2023, Adenza Parent acquired 85,608,414 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Issuer and cash consideration in exchange for Adenza Parent's equity in Adenza. This amount represents 85,608,414 shares of Common Stock held directly by Adenza Parent.

2. Thoma Bravo UGP, LLC ("Thoma Bravo UGP") is the ultimate general partner of certain investment funds affiliated with Thoma Bravo UGP (the "Thoma Bravo Funds"), and the Thoma Bravo Funds and certain unaffiliated investors are limited partners of Adenza Parent. By virtue of the relationships described in this footnote, Thoma Bravo UGP may be deemed to beneficially own shares of Common Stock directly owned by Adenza Parent. The Thoma Bravo Funds and Thoma Bravo UGP disclaim beneficial ownership of the shares of Common Stock directly owned by Adenza Parent except to the extent of their pecuniary interest therein.

Remarks:

Holden Spaht currently serves as the representative of Thoma Bravo, L.P. ("Thoma Bravo"), an affiliate of Adenza Parent and Thoma Bravo UGP, on the board of directors of the Issuer, and therefore, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Adenza Parent and Thoma Bravo UGP may be deemed a director by deputization of the Issuer.

	Adenza Parent, LP /s/ Holden Spaht By: Holden Spaht Title: Vice President	11/03/2023
	Thoma Bravo UGP, LLC /s/ Holden Spaht By: Holden Spaht Title: Managing Partner	11/03/2023
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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