SEC FORM
4
SEC Form 4
| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
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*
| 2725 SAND HILL ROAD, SUITE 150 |
|
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NASDAQ STOCK MARKET INC
[ NDAQ ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
12/08/2005
|
4. 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 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 |
12/08/2005 |
|
J
|
|
1,149,000 |
A |
|
1,149,000 |
I |
See footnote
|
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 |
| 3.75% Series A Convertible Notes due 2012 |
$14.5
|
12/08/2005 |
|
J
|
|
9,749,281 |
|
|
|
Common stock |
9,749,281 |
|
9,749,281 |
D |
|
| Series A Warrants |
$14.5
|
12/08/2005 |
|
J
|
|
1,523,325 |
|
|
|
Common stock |
1,523,325 |
|
1,523,325 |
D |
|
| Warrants |
$16
|
12/08/2005 |
|
J
|
|
281,250 |
|
|
|
Common stock |
281,250 |
|
281,250 |
I |
See footnote
|
1. Name and Address of Reporting Person*
| 2725 SAND HILL ROAD, SUITE 150 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 2725 SAND HILL ROAD, SUITE 150 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 2725 SAND HILL ROAD, SUITE 150 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 2725 SAND HILL ROAD, SUITE 150 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 9 WEST 57TH STREET, 25TH FLOOR |
|
(Street)
|
| Explanation of Responses: |
|
|
|
|
|
|
Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates II, L.L.C., as general partner of Silver Lake Partners II TSA, L.P. |
12/12/2005 |
|
Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Management Company, L.L.C., as Manager of Silver Lake Technology Investors II, L.L.C. |
12/12/2005 |
|
Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C., as general partner of Silver Lake Partners TSA, L.P. |
12/12/2005 |
|
Alan K. Austin, Managing Director and Cheif Operating Officer of Silver Lake Technology Associates, L.L.C., as general partner of Silver Lake Investors, L.P. |
12/12/2005 |
|
Alan K. Austin, as attorney-in-fact for Glenn H. Hutchins |
12/12/2005 |
|
** 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 24
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Alan
K. Austin, Yolande Jun and Karen M. King, signing singly, the undersigned’s true and lawful
attorney-in-fact to:
| |
(1) |
|
execute for and on behalf of the undersigned, in the undersigned’s
capacity as a director of The Nasdaq Stock Market, Inc. (the “Company”)
or as a holder (directly or indirectly) of 10% or more of the Company’s
securities, Forms 3, 4 and 5 in accordance with Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules thereunder; |
| |
| |
(2) |
|
do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4
or 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and |
| |
| |
(3) |
|
take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of or legally required to be done by the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion. |
The undersigned hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that
such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the
date written below.
Date: May 16, 2005
| |
|
|
|
|
|
/s/ Glenn H. Hutchins |
|
|
|
|
|
|
|
Glenn H. Hutchins |
Exhibit 99
Exhibit 99
| (1) |
|
Silver Lake
Partners TSA, L.P.
(“SLP TSA”), Silver
Lake Investors,
L.P. (“SLI”),
Silver Lake
Partners II TSA,
L.P. (“SLP II TSA”,
and together with
SLP TSA and SLI,
the “SLP
Partnerships”) and
Silver Lake
Technology
Investors II,
L.L.C. (“SLTI II”
and, together with
the SLP
Partnerships, the
“SLP Entities”)
filed a Form 3 on
May 2, 2005
relating to the
shares of common
stock, par value
$0.01 per share
(the “Common
Stock”), of The
Nasdaq Stock
Market, Inc. (the
“Company”) issuable
upon conversion of
the Series A Notes
(see footnote 3
below). On
December 8, 2005, a
company controlled
by the SLP Entities
completed a merger
(the “Merger”) with
the parent company
of Instinet LLC
(“Instinet LLC”)
and Instinet
Clearing Services,
Inc. (“Instinet
Clearing”, and
together with
Instinet LLC, the
“Instinet
Entities”), and
therefore as of
December 8, 2005,
the Instinet
Entities are owned
indirectly by the
SLP Entities. Mr.
Hutchins is a
managing director
of (i) Silver Lake
Technology
Associates, L.L.C.,
which is the
general partner of
(a) Silver Lake
Partners TSA, L.P.
and (b) Silver Lake
Investors, L.P.,
(ii) Silver Lake
Technology
Associates II,
L.L.C., which is
the general partner
of Silver Lake
Partners II TSA,
L.P. and (iii)
Silver Lake
Management Company,
L.L.C., which is
the manager of
Silver Lake
Technology
Investors II,
L.L.C. Mr. Hutchins
disclaims
beneficial
ownership of such
securities, except
to the extent of
any indirect
pecuniary interest
therein. |
| |
| |
|
At the time of the
Merger, (i)
Instinet LLC owned
1,125,000 shares of
Common Stock and
warrants to
purchase 281,250
shares of Common
Stock and (ii)
Instinet Clearing
owned 24,000 shares
of Common Stock.
Upon the
consummation of the
Merger, the SLP
Entities became the
indirect owners of
both the Instinet
Entities and the
Common Stock and
warrants held by
them. The SLP Entities and Mr.
Hutchins disclaim
beneficial
ownership of such
securities, except
to the extent of
any indirect
pecuniary interest
therein.
The SLP Entities and Mr. Hutchins are referred to herein as the “Reporting Persons”. |
| (2) |
|
The 3.75% Series A Convertible Notes due 2012 (the “Series A Notes”) are convertible on or
after April 22, 2006; provided, that they may be converted earlier in connection with a tender
or exchange offer for Common Stock or a transaction or agreement, which, if consummated, would
result in a merger or consolidation of the Company or the sale, lease or other transfer of all
or substantially all of the consolidated assets of the Company in a transaction specified in
clause (ii) of the definition of “Fundamental Change” included in the Indenture, dated as of
April 22, 2005, between the Company and Law Debenture Trust Company of New York, as trustee.
The Series A Notes have a maturity date of October 22, 2012. Mr. Hutchins disclaims
beneficial ownership of such securities, except to the extent of any indirect pecuniary
interest therein. |
| (3) |
|
Prior to the completion of the Merger, the Series A Notes and the Series A Warrants were
directly owned by Norway SPV. Upon the closing of the Merger, Norway SPV distributed these
securities by assigning its entire right, title and interest in the Series A Notes and the
Series A Warrants to its sole member, Norway Holdings. Immediately thereafter, Norway Holdings
distributed these securities by assigning its entire right, title and interest in the Series A
Notes and the Series A Warrants to its members, the SLP Entities, Hellman & Friedman Capital
Partners IV, L.P., H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., H&F
International Partners IV-B, L.P., VAB Investors, L.L.C. and Integral Capital Partners VI,
L.P., in the aggregate amounts set forth in the Subscription Agreements and in the respective
percentages set forth in the Limited Liability Company Agreement of Norway Holdings. As a
result of these distributions by Norway SPV and Norway Holdings, respectively, the SLP
Entities directly own the Series A Notes and the Series A Warrants as follows: |
(i) SLP TSA — $20,769,557 aggregate principal amount of Series A Notes and Series A
Warrants to purchase 223,810 shares of Common Stock;
(ii) SLI — $584,610 aggregate principal amount of Series A Notes and Series A Warrants to
purchase 6,300 shares of Common Stock;
(iii) SLP II TSA — $119,843,382 aggregate principal amount of Series A Notes and Series A
Warrants to purchase 1,291,415 shares of Common Stock; and
(iv) SLTI II — $167,034 aggregate principal amount of Series A Notes and Series A Warrants
to purchase 1,800 shares of Common Stock.
The Series A Notes are initially convertible into shares of Common Stock at a price of
$14.50 per share, and the Series A Warrants are initially exercisable at a price of $14.50
per share. The number of shares of Common Stock each of the SLP Entities would individually
be deemed to own if not a group is set out below:
(i) SLP TSA — 1,432,383 shares of Common Stock underlying the Series A Notes and 223,810
shares of Common Stock underlying the Series A Warrants held by SLP TSA
(ii) SLI — 40,318 shares of Common Stock underlying the Series A Notes and 6,300 shares of
Common Stock underlying the Series A Warrants held by SLI.
(iii) SLP II TSA — 8,265,061 shares of Common Stock underlying the Series A Notes and
1,291,415 shares of Common Stock underlying the Series A Warrants held by SLP II TSA.
(iv) SLTI II — 11,519 shares of Common Stock underlying the Series A Notes and 1,800 shares
of Common Stock underlying the Series A Warrants held by SLTI II.
Upon the consummation of the distributions described in this Item 3, Norway Holdings and
Norway SPV ceased to beneficially own any shares of Common Stock and the Reporting Persons
have voting and dispositive power with respect to, and a pecuniary interest in, the reported
securities. Mr. Hutchins disclaims beneficial ownership of such securities, except to the
extent of any indirect pecuniary interest therein.
| (4) |
|
The Series A Warrants are exercisable on or after April 22, 2006 and terminate on
November 8, 2008. |
| (5) |
|
The Warrants are exercisable now and terminate on June 30, 2006. |
