| Accession Number: | 0001209191-16-138696 |
| Date: | 2016-08-23 |
| Issuer: | NASDAQ, INC. (NDAQ) |
| Original Submission Date: |
KNIGHT EDWARD S
ONE LIBERTY PLAZA
NEW YORK, NY 10006
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK, PAR VALUE $0.01 PER SHARE | 2016-08-23 | M | 19,555 | a | $45.38 | 76,407 | direct | ||
| COMMON STOCK, PAR VALUE $0.01 PER SHARE | 2016-08-23 | S | 19,555 | d | $70.40 | 56,852 | direct |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | 45.38 | 2016-08-23 | deemed execution date | M | 19,555 (d) | 2017-12-12 | common stock 19,555 | $45.38 | 0 | direct | ||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | 19.75 | 2016-08-23 | deemed execution date | 0 ( ) | 2020-03-04 | common stock 22,059 | $19.75 | 22,059 | direct | |||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | 25.07 | 2016-08-23 | deemed execution date | 0 ( ) | 2018-12-17 | common stock 39,458 | $25.07 | 39,458 | direct | |||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | 25.28 | 2016-08-23 | deemed execution date | 0 ( ) | 2021-03-28 | common stock 25,496 | $25.28 | 25,496 | direct |
| ID | footnote |
|---|---|
| f1 | the price reported in this box is a weighted average price. these shares were sold in multiple transactions at prices ranging from $70.30 to $70.48, inclusive. the reporting person undertakes to provide to nasdaq, any security holder of nasdaq or the staff of the u.s. securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this form 4. |
| f2 | represents (i) 55,887 vested shares underlying performance share units and (ii) 965 shares purchased under the employee stock purchase plan. |
| f3 | options exercisable as to 100%. |
