NASDAQ, INC.
FORM 10-K
(Annual Report)
Filed 02/26/16 for the Period Ending 12/31/15
Address
ONE
LIBERTY PLAZA
NEW YORK, NY 10006
Telephone
2124018700
CIK
0001120193
Symbol
NDAQ
SIC Code
6200 - Security & Commodity Brokers, Dealers, Exchanges &
Services
Industry
Investment Services
Sector
Financial
Fiscal Year
12/31
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Table Of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 201 5
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 000-32651
Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
Delaware
52-1165937
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
One Liberty Plaza, New York, New York
10006
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code:
+1 212 401 8700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $.01 par value per share
The NASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
Smaller reporting company
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30 , 201 5 , the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $5.8 billion (this
amount represents approximately 1 18.0 million shares of N asdaq , Inc.’s common stock based on the last reported sales price of $ 48 . 81 of the common stock on The
NASDAQ S tock Market on such date).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at February 17 , 201 6
Common Stock, $.01 par value per share
163 , 887 , 649 shares
DOCUMENTS INCORPORATED BY REFERENCE
Document
Parts Into Which Incorporated
Certain portions of the Definitive Proxy Statement for the 201 6 Annual Meeting
of Stockholders
Part III