FORM 4 U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Check this box if no longer
subject to Section 16. Form 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
or Form 5 obligations may
continue. See Instruction 1(b).
Filed pursuant to
Section 16(a) of the Securities Exchange
Act of 1934, Section 17(a) of the
Public Utility Holding Company
Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address 2. Issuer Name and Ticker 6. Relationship of Reporting
of Reporting Person or Trading Symbol Persons to Issuer
The National Association The Nasdaq Stock Market, (Check all applicable)
of Securities Dealers, Inc. Inc.: Nasdaq Director X 10% Owner
--- ---
(Last) (First) (Middle) 3. IRS or Identification 4. Statement for Officer (give title Other (specify
Number of Reporting Month/Year --- below) --- below)
Person (Voluntary)
1735 K Street, N.W. March, 2002
(Street) 5. If Amendment, 7. Individual or Joint/Group Filing (Check
Date of Applicable Line)
Original
(Month/Year) X Form filed by One Reporting Person
Washington, DC 20006 ---
Form filed by More than One
(City) (State) (Zip) --- Reporting Person
Table I--Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security 2. Trans- 3. Transac- 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature
(Instr. 3) action tion (A) or Disposed of Securities Form: of
Date Code (D)(Instr. 3, 4 and Beneficially Direct (D) Indirect
(Instr. 8) 5) Owned at End or Bene-
(Month/ of Month Indirect ficial
Day/ (Instr. 3 and 4) (I) Owner-
Year) (Instr. 4) ship
(Instr.
4)
(A)
Code V Amount or (D) Price
(See
Note 1)
Common Stock, par value $0.01
per share 03/08/02 S 20,307,357 D * 43,225,976 D
Series A, Cumulative Preferred
Stock, par value $0.01 per share 03/08/02 P 1,338,402 A * 1,338,402 D
Series B, Cumulative Preferred
Stock, par value $0.01 per share 03/08/02 P 1 A * 1 D
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
FORM 4 (continued) TABLE II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date Exer- 7. Title and 8.Price 9. Number 10.Owner- 11. Na-
Deriva- sion or action action Derivative cisable and Amount of of De- ship ture
tive Exercise Date Code Securities Expiration Under- Deriv- rivative Form of In-
Security Price (Month/ (Instr. Acquired Date (Month/ lying ative Securi- of direct
(Instr. 3) of Day/ 8) (A) or Day/Year) Securities Secur- ties Deriva- Bene-
Deri- Year) Disposed of (Instr. 3 ity Benefi- tive Se- ficial
vative (D) (Instr. and 4) (Instr. 5) cially curity: Own-
Security 3, 4 and 5) Owned at Direct ership
End of (D) or (Instr.
Month Indirect 4)
(Instr. 4) (I)
(Instr.
4)
Code V (A) (D) Date Expira- Title Amount or
Exer- tion Number of
cis- Date Shares
able
Explanation of Responses:
*On February 20, 2002, The National Association of Securities Dealers, Inc. (the
"NASD") entered into an agreement with The Nasdaq Stock Market, Inc. (the
"Nasdaq") to sell to Nasdaq 33,768,895 shares of Nasdaq Common Stock, $0.01 par
value per share (the "Common Stock"). Pursuant to the terms of the agreement,
Nasdaq purchased the shares of Common Stock from the NASD for approximately
$439,000,000 in aggregate consideration, paid in a combination of cash and
shares of newly issued Series A Preferred Stock and Series B Preferred Stock.
The Agreement was completed in two stages. The first stage closed on February
21, 2002, with Nasdaq repurchasing 13,461,538 shares of Common Stock from the
NASD for an aggregate cash consideration of $174,999,994. The second stage
closed on March 8, 2002, with Nasdaq repurchasing 20,307,357 shares of Common
Stock from the NASD for cash consideration of $130,155,441, 1,338,402 shares of
Series A Cumulative Preferred Stock par value of $0.01 per share and one share
of Series B Preferred Stock par value $0.01 per share.
** Intentional misstatements or
omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). By: /s/ T. Grant Callery April 9, 2002
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Note: File three copies of this Form, one of which must be Name: T. Grant Callery Date
manually signed. If space provided is insufficient, Title: Senior Vice
see Instruction 6 for procedure. President and General
Counsel
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
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