Securities Registration (section 12(b)) (8-a12b)
May 20 2019 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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52-1165937
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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151 W. 42nd Street, New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on
which each class is to be registered
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3.875% Notes due 2021
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The Nasdaq Stock Market LLC
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1.750% Notes due 2023
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The Nasdaq Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-186155
and
333-209080
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1: Description of Registrants Securities to be Registered
The titles of the securities to be registered hereunder are 3.875% Senior Notes due 2021 and 1.750% Senior Notes due 2023.
For a description of the 3.875% Senior Notes due 2021 to be registered hereunder, reference is made to the information under the heading (i)
Description
of the Notes
in the prospectus supplement, dated June 4, 2013, which was filed with the Securities and Exchange Commission (the Commission) on June 5, 2013 pursuant to Rule 424(b)
under the Securities Act of 1933, supplementing the prospectus dated January 23, 2013 (the 2013 Prospectus), contained in our effective registration statement on
Form S-3
(Registration
No. 333-186155),
which registration statement was filed with the Commission on January
23, 2013, and (ii)
Description of Debt Securities
in the 2013 Prospectus. Each description referred to above is incorporated herein by
reference and made part of this registration statement in its entirety.
For a description of the 1.750% Senior Notes due 2023 to be registered hereunder,
reference is made to the information under the heading (i)
Description of the Notes
in the prospectus supplement, dated May 17, 2016,
which was filed with the Securities and Exchange Commission (the Commission) on May 18, 2016 pursuant to Rule 424(b) under the Securities Act of 1933, supplementing the prospectus dated January 22, 2016 (the
2016 Prospectus), contained in our effective registration statement on
Form S-3
(Registration
No. 333-209080),
which registration statement was
filed with the Commission on January 22, 2016, and (ii)
Description of Debt Securities
in the 2016 Prospectus. Each description
referred to above is incorporated herein by reference and made part of this registration statement in its entirety.
Item 2: Exhibits
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Exhibit 4.1
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Indenture, dated as of June
7, 2013, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) (the Company) and Wells Fargo Bank, National Association, as trustee incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K
filed on June 10, 2013.
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Exhibit 4.2
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First Supplemental Indenture, dated as of June 7, 2013, to Indenture, dated as of June
7, 2013, between the Company and Wells Fargo Bank, National Association, as trustee incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on
Form 8-K
filed June
10, 2013.
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Exhibit 4.3
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Third Supplemental Indenture, dated as of May 20, 2016, to Indenture, dated as of June
7, 2013, between the Company and Wells Fargo Bank, National Association, as trustee incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K
filed May
23, 2016.
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Exhibit 4.3
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Form of Note for 3.875% Senior Notes due 2021 (included in Exhibit 4.2).
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Exhibit 4.4
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Form of Note for 1.750% Senior Notes due 2023 (included in Exhibit 4.3).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
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NASDAQ, INC.
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(Registrant)
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Dated: May 20, 2019
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By:
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/s/ Edward S. Knight
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Name:
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Edward S. Knight
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Title:
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Executive Vice President and Global Chief Legal and Policy Officer
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3
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