Amendment: SEC Form SCHEDULE 13D/A filed by Nasdaq Inc.
$NDAQ
Investment Bankers/Brokers/Service
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Nasdaq, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
631103108 (CUSIP Number) |
Gerald T. Nowak 110 N. Wacker Drive, 32nd Floor Chicago, IL, 60606 (312) 254-3300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 631103108 |
| 1 |
Name of reporting person
Argus Seller, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,474,207.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.44 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 631103108 |
| 1 |
Name of reporting person
Thoma Bravo UGP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,474,207.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.44 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Nasdaq, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
151 W. 42nd Street, New York,
NEW YORK
, 10036. | |
Item 1 Comment:
Explanatory Note
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 3, 2023, as amended by Amendment No. 1 filed on July 30, 2024 (the "Existing 13D"), is hereby amended in this Amendment No. 2 as set forth below (the "Amendment" or "Statement"). Except as set forth herein, the Existing 13D is unmodified and remains in full force and effect. Capitalized terms not defined herein have the meanings ascribed to them in the Existing 13D.
The Amendment is being filed to report changes in the beneficial ownership of the Reporting Persons with respect to the voting common stock, par value $0.01 per share (the "Common Stock"), of Nasdaq, Inc., a Delaware corporation (the "Issuer"), and reflects a reduction in reported beneficial ownership due to a sale of Common Stock made by the Reporting Persons in an open market transaction.
Item 1 of the Existing 13D is hereby amended and restated in its entirety to state the following:
The class of equity security to which this Statement relates is the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 151 W. 42nd Street, New York, New York 10036. Percentages in this Statement are calculated assuming 574,121,620 shares of Common Stock outstanding as of April 22, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on April 28, 2025.
As of May 7, 2025, as reflected in this Statement, the Reporting Persons beneficially owned that number of shares of Common Stock set forth on the cover pages hereto, which information is hereby incorporated by reference into this Item 1. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and (b) of the Existing 13D are hereby amended and restated in their entirety:
(a) - (b) The percentages of beneficial ownership in this Statement are based on an aggregate of 574,121,620 shares of Common Stock outstanding as of April 22, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on April 28, 2025.
The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by reference.
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| (b) | The response to Item 5(a) is incorporated herein by reference. | |
| (c) | The Reporting Persons did not effect any transactions in the Common Stock during the sixty day period prior to the filing of this Amendment that have not been previously reported, other than the sale on May 7, 2025 of 17,330,000 shares of Common Stock in an open market transaction at a price of $77.90 per share. | |
| (d) | Not applicable. | |
| (e) | Effective on May 7, 2025, Argus Seller and Thoma Bravo UGP ceased to beneficially own more than five percent of the outstanding shares of Common Stock of the Issuer. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
99.1 Joint Filing Agreement, dated November 3, 2023, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on November 3, 2023). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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