-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tva4372dFF5grV9L4zOjrwf8qN0MJ9vTeSHP8J75a0VMqnCb2gKwzCZnPYj+GHCJ O+4MU8CD63ByqvcQmiyhOQ== 0000947871-05-000398.txt : 20050214 0000947871-05-000398.hdr.sgml : 20050214 20050214161526 ACCESSION NUMBER: 0000947871-05-000398 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL ASSOCIATION OF SECURITIES DEALERS INC CENTRAL INDEX KEY: 0001135289 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1735 K STREET STREET 2: NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 202-728-8000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NASDAQ STOCK MARKET INC CENTRAL INDEX KEY: 0001120193 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 521165937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78034 FILM NUMBER: 05610495 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2128584750 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 SC 13G/A 1 sc13ga_021105-nasdaq.txt SCHEDULE 13G/A - NASDAQ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) THE NASDAQ STOCK MARKET, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 631103 (CUSIP Number) December 31, 2004 February 9, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) |X| Rule 13d-1(d) Page 1 of 5 Pages SCHEDULE 13G - ------------------------- ------------------------ CUSIP No. 631103 Page 2 of 4 Pages - ------------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The National Association of Securities Dealers, Inc. IRS # 53-0088710 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] Not applicable (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 26,638,996 -------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 4,983,428 WITH -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,638,996 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 33.7% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- Page 2 of 5 Pages SCHEDULE 13G Item 1 (a) Name of Issuer: The Nasdaq Stock Market, Inc. Item 1 (b) Address of Issuer's Principal Executive Offices: One Liberty Plaza New York, New York 10006 Item 2 (a) Name of Person Filing: The National Association of Securities Dealers, Inc. Item 2 (b) Address of Principal Business Office: 1735 K Street, N.W. Washington, DC 20006 Item 2 (c) Citizenship: Delaware Item 2 (d) Title of Class of Securities: Common Stock, par value $0.01 per share Item 2 (e) CUSIP Number: 631103 Item 3 Not Applicable Item 4 Ownership: (a) Amount Beneficially Owned: 26,638,996 (b) Percent of Class: 33.7% (c) Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: 26,638,996 (ii) Shared power to vote or to direct the vote: Not applicable (iii) Sole power to dispose or to direct the disposition of: 4,983,428 (iv) Shared power to dispose or to direct the disposition of: Not applicable As of December 31, 2004, the National Association of Securities Dealers, Inc. ("NASD") had issued and outstanding 10,806,494 warrants ("Warrants") to purchase up to an aggregate of 43,225,976 shares of The Nasdaq Stock Market, Inc.'s ("Nasdaq") common stock, par value $0.01 Page 3 of 5 Pages per share (the "Common Stock"), held by or on behalf of NASD. Each Warrant is exercisable for one share of Common Stock in each of four consecutive exercise periods of approximately one-year each (the first exercise period expired at the close of business on June 27, 2003, and the second period expired at the close of business on June 30, 2004). Until Nasdaq is registered as an exchange ("Exchange Registration"), the shares of Common Stock underlying the Warrants are subject to a voting trust agreement (the "Voting Trust") whereby a voting trustee will vote all shares of Common Stock underlying unexpired and unexercised Warrants, as well as those shares sold upon the exercise of Warrants, as directed by NASD. The ability of a holder of Common Stock purchased through the exercise of a Warrant to dispose of the economic interest in such stock is not affected by the Voting Trust. As of December 31, 2004, the 43,225,976 shares of Common Stock beneficially owned by NASD was composed of the following: o 21,570,408 shares of Common Stock that were subject to unexercised expired Warrants. Such shares were owned by NASD and not subject to the Voting Trust. NASD had sole dispositive and voting power over such shares. o 42,580 shares of Common Stock that were sold upon exercise of Warrants. As a consequence of the Voting Trust, NASD retains voting power over such shares until Exchange Registration, but has no economic interest in such shares. Dispositive power over such shares is held by their record holders. o 21,612,988 shares of Common Stock that are subject to unexercised unexpired Warrants. NASD may be deemed to have voting power over these shares until Exchange Registration through the Voting Trust, but does not have dispositive power over any of these shares until the applicable exercise period of the Warrants expires. 10,806,494 of these shares can be purchased by Warrant holders through the close of business on June 28, 2005, the date on which the third exercise period expires. The remaining 10,806,494 shares can be purchased by Warrant holders from June 29, 2005 through the close of business on June 28, 2006, the date on which the fourth exercise period expires. On February 9, 2005, NASD entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston LLC providing for the sale by NASD of 14,000,000 of the 21,570,408 shares of Common Stock that were subject to unexercised expired Warrants in a registered public offering. The underwriters also exercised their overallotment option to purchase from NASD an additional 2,586,980 shares pursuant to the underwriting agreement. The sale of these 16,586,980 shares is scheduled to close February 15, 2005. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable Page 4 of 5 Pages Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: Not Applicable Item 8 Identification and Classification of Members of the Group: Not Applicable Item 9 Notice of Dissolution of Group: Not Applicable Item 10 Certification: Not Applicable 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. Dated: February 14, 2005 /s/ Todd T. Diganci - --------------------------- Signature Name: Todd T. Diganci Title: Executive Vice President and Chief Financial Officer Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----