Argus Seller, LP - Nov 1, 2023 Form 3 Insider Report for NASDAQ, INC. (NDAQ)

Role: Director, 10%+ Owner
Signature: Adenza Parent, LP /s/ Holden Spaht By: Holden Spaht Title: Vice President
Stock symbol: NDAQ
Transactions as of: Nov 1, 2023
Transactions value $: $0
Form type: 3
Date filed: 11/3/2023, 05:22 PM
Next filing: Jul 30, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NDAQ	Common Stock, par value $0.01 per share						85.6M	Nov 1, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.