SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Borse Dubai LTD

(Last) (First) (Middle)
P.O. BOX 506690
LEVEL 8, THE EXCHANGE

(Street)
D.I.F.C., DUBAI C0 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NASDAQ, INC. [ NDAQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 per share 03/22/2024 S 31,000,000(1) D $57.997(2) 58,341,545(3) D(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Borse Dubai LTD

(Last) (First) (Middle)
P.O. BOX 506690
LEVEL 8, THE EXCHANGE

(Street)
D.I.F.C., DUBAI C0 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Investment CORP of Dubai

(Last) (First) (Middle)
P.O. BOX 333888, ONE ZA'ABEEL TOWER A
THE OFFICES, ZA'ABEEL FIRST, DUBAI, UAE

(Street)
DUBAI C0 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects shares of Common Stock of the Issuer, par value $0.01 per share ("Common Stock"), sold pursuant to a secondary offering of the Issuer which closed on March 22, 2024 (the "Offering"), including full exercise of the option granted to the underwriters to acquire additional shares. The material terms of the Offering are described in the prospectus supplement, dated March 19, 2024, filed by the Issuer with the Securities and Exchange Commission on March 21, 2024.
2. This amount represents the per share price of Common Stock, as sold to the underwriters in connection with the Offering.
3. The number of shares of Common Stock reported as beneficially owned reflects a 3-for-1 stock split completed by the Issuer on August 26, 2022.
4. Borse Dubai Ltd. has direct beneficial ownership of the reported shares of Common Stock. Investment Corporation of Dubai is the majority shareholder of Borse Dubai Ltd. Investment Corporation of Dubai may, therefore, be deemed to have beneficial ownership of all of the reported shares of Common Stock.
5. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
Remarks:
Exhibit 99.1 (Joint Filing Agreement) is filed herewith and incorporated by reference herein
/s/ Khalifa Al Daboos, By: Investment Corporation of Dubai, By: Khalifa Al Daboos, Authorized Signatory 03/22/2024
/s/ Essa Kazim, By: Borse Dubai Limited, By: Essa Kazim, Chairman 03/22/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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