| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NASDAQ, INC. [ NDAQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/22/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| ||||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.01 per share | 03/22/2024 | S | 31,000,000(1) | D | $57.997(2) | 58,341,545(3) | D(4)(5) | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Reflects shares of Common Stock of the Issuer, par value $0.01 per share ("Common Stock"), sold pursuant to a secondary offering of the Issuer which closed on March 22, 2024 (the "Offering"), including full exercise of the option granted to the underwriters to acquire additional shares. The material terms of the Offering are described in the prospectus supplement, dated March 19, 2024, filed by the Issuer with the Securities and Exchange Commission on March 21, 2024. |
| 2. This amount represents the per share price of Common Stock, as sold to the underwriters in connection with the Offering. |
| 3. The number of shares of Common Stock reported as beneficially owned reflects a 3-for-1 stock split completed by the Issuer on August 26, 2022. |
| 4. Borse Dubai Ltd. has direct beneficial ownership of the reported shares of Common Stock. Investment Corporation of Dubai is the majority shareholder of Borse Dubai Ltd. Investment Corporation of Dubai may, therefore, be deemed to have beneficial ownership of all of the reported shares of Common Stock. |
| 5. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| Remarks: |
| Exhibit 99.1 (Joint Filing Agreement) is filed herewith and incorporated by reference herein |
| /s/ Khalifa Al Daboos, By: Investment Corporation of Dubai, By: Khalifa Al Daboos, Authorized Signatory | 03/22/2024 | |
| /s/ Essa Kazim, By: Borse Dubai Limited, By: Essa Kazim, Chairman | 03/22/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Joint Filer Information
Each of the following joint filers has designated Borse Dubai Ltd. as the “Designated Filer” for purposes of the attached Form 4:
| 1. |
Borse Dubai Limited P.O. BOX 506690 Level 8, The Exchange Dubai International Financial Centre Dubai, United Arab Emirates
|
| 2. |
Investment Corporation of Dubai P.O. Box 333888 One Za’abeel Tower A, The Offices, Za’abeel First Dubai, United Arab Emirates
|
Date of Event Requiring Statement: March 22, 2024
Issuer Name and Ticker or Trading Symbol: NASDAQ, INC. [NDAQ]
BORSE DUBAI LTD.
| By: |
/s/ Essa Kazim |
|
| Name: Essa Kazim | ||
| Title: Chairman |
INVESTMENT CORPORATION OF DUBAI
| By: |
/s/ Khalifa Al Daboos |
|
| Name: Khalifa Al Daboos | ||
| Title: Authorized Signatory |
Date: March 22, 2024