Adena T. Friedman - Feb 23, 2023 Form 4 Insider Report for NASDAQ, INC. (NDAQ)

Role: Chair and CEO, Director
Signature: /s/ Alex Kogan, by power of attorney
Stock symbol: NDAQ
Transactions as of: Feb 23, 2023
Transactions value $: -$13,423,868
Form type: 4
Date filed: 2/27/2023, 03:55 PM
Previous filing: Apr 5, 2022
Next filing: Apr 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NDAQ	Common Stock, par value $0.01 per share	Award	$0	+468K	+33.5%	$0.00	1.87M	Feb 23, 2023	Direct	F1
transaction	NDAQ	Common Stock, par value $0.01 per share	Tax liability	-$13.4M	-235K	-12.58%	$57.20	1.63M	Feb 23, 2023	Direct	F2, F3
holding	NDAQ	Common Stock, par value $0.01 per share						73.5K	Feb 23, 2023	Held by The A.T. Friedman Irrevocable Trust No. 1	F4
holding	NDAQ	Common Stock, par value $0.01 per share						73.5K	Feb 23, 2023	Held by The A.T. Friedman Irrevocable Trust No. 2	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NDAQ	Employee Stock Option (Right to Buy)						307K	Feb 23, 2023	Common Stock	307K	$67.48	Direct	F5
holding	NDAQ	Employee Stock Option (Right to Buy)						806K	Feb 23, 2023	Common Stock	806K	$22.22	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2020 through December 31, 2022.
F2	Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
F3	Represents (i) 372,843 shares or units of restricted stock, of which 254,481 are vested, (ii) 1,154,752 vested shares underlying PSUs and (iii) 103,353 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq prior to returning as President in 2014. Total shares reported reflect the Company's three-for-one stock split, which was effected through a stock dividend on August 26, 2022.
F4	Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor. Total shares reported reflect the Company's three-for-one stock split, which was effected through a stock dividend on August 26, 2022.
F5	The option vests on January 3, 2027.
F6	Options exercisable.