Adena T. Friedman - Feb 23, 2022 Form 4 Insider Report for NASDAQ, INC. (NDAQ)

Role
President and CEO, Director
Signature
/s/ Alex Kogan, by power of attorney
Stock symbol
NDAQ
Transactions as of
Feb 23, 2022
Transactions value $
-$16,062,481
Form type
4
Date filed
2/25/2022, 03:14 PM
Previous filing
Jan 5, 2022
Next filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NDAQ Common Stock, par value $0.01 per share Award $0 +192K +53.56% $0.00 551K Feb 23, 2022 Direct F1
transaction NDAQ Common Stock, par value $0.01 per share Disposed to Issuer -$16.1M -95.5K -17.32% $168.19 456K Feb 23, 2022 Direct F2, F3
holding NDAQ Common Stock, par value $0.01 per share 24.5K Feb 23, 2022 Held by The A.T. Friedman Irrevocable Trust No. 1 F4
holding NDAQ Common Stock, par value $0.01 per share 24.5K Feb 23, 2022 Held by The A.T. Friedman Irrevocable Trust No. 2 F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NDAQ Employee Stock Option (Right to Buy) 102K Feb 23, 2022 Common Stock 102K $202.46 Direct F5
holding NDAQ Employee Stock Option (Right to Buy) 269K Feb 23, 2022 Common Stock 269K $66.68 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2019 through December 31, 2021.
F2 Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
F3 Represents (i) 114,349 shares or units of restricted stock, of which 81,584 are vested, (ii) 307,083 vested shares underlying PSUs and (iii) 34,451 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq prior to returning as President in 2014.
F4 Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor.
F5 The option vests on January 3, 2027.
F6 Options exercisable.