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 on November 3, 2023, (the “Existing 13D”), is hereby amended in this Amendment No. 1 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 sales of Common Stock made by the Reporting
Persons in an underwritten public offering and concurrent share repurchase.
| ITEM 1. |
Security and Issuer |
Item 1 of the Existing 13D is hereby amended and restated in its entirety:
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 576,532,584 shares of Common Stock outstanding as of April 24, 2024, as reported in the Issuer’s Quarterly Report on
Form 10-Q, filed with the Securities and Exchange Commission on May 2, 2024.
As of
July 30, 2024, 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 4. |
Purpose of Transaction |
Item 4 of the Existing 13D is hereby amended and restated to add the following at the end thereof:
On July 29, 2024, Argus Seller, LP (“Argus Seller”) entered into an underwriting agreement (the “Underwriting
Agreement”) with the Issuer and Goldman Sachs & Co. LLC, as the underwriter (the “Underwriter”), relating to an underwritten secondary public offering of 41,604,207 shares of Common Stock by Argus Seller at a
price of $64.58 per share (the “Secondary Offering”). Argus Seller received total proceeds from the Secondary Offering of $2,686,799,688.06, before deducting offering expenses.
The Secondary Offering was made pursuant to an automatic shelf registration statement on Form S-3
filed by the Issuer with the Securities and Exchange Commission on April 30, 2024, and closed on July 30, 2024. Pursuant to the Underwriting Agreement, Argus Seller agreed to
customary lock-up provisions in respect of shares of the Issuer’s Common Stock for a period of 90 days starting from the date of the Underwriting Agreement, except as the Underwriter permits.
On July 25, 2024, Argus Seller entered into a Stock Repurchase Agreement (the “Stock Repurchase Agreement”) with
the Issuer, pursuant to which Argus Seller agreed to sell to the Issuer 1,200,000 shares of Common Stock (the “Repurchased Shares”) at the price per share to be paid by the Underwriter in the Secondary Offering (the
“Repurchase”), which amount was subject to reduction in the event the aggregate purchase price for the Repurchased Shares exceeded $120,000,000. The consummation of the Repurchase was conditioned on the consummation of the Secondary
Offering. Argus Seller received total proceeds from the Repurchase of $77,496,000.00, before deducting offering expenses.
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