| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 11/21/22 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1120193 |
| Issuer Name: NASDAQ, INC. |
| Issuer Trading Symbol: NDAQ |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1736565 |
| | Owner Name: SKULE JEREMY |
| Reporting Owner Address: |
| | Owner Street 1: 151 W. 42ND STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10036 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Executive Vice President |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common stock, par value $0.01 per share |
| | Transaction Date: |
| | | Value: 11/21/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,100 |
| | | Transaction Price Per Share: |
| Value: 65.44 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 54,381 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: The sales reported were effected pursuant to a Rule 10b5-1 trading plan. |
| Footnote - F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.27 - $65.68, inclusive. The reporting person undertakes to provide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4. |
| Footnote - F3: Represents (i) 13,488 shares or units of unvested restricted stock (ii) 38,343 shares underlying PSUs, all of which are vested and (iii) 2,550 shares purchased under the Employee Stock Purchase Plan. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Alex Kogan, by power of attorney |
| Signature Date: 11/22/22 |
