UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 13, 2019 (May 13, 2019)
Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38855 | 52-1165937 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
151 W. 42nd Street New York, New York | 10036 | |||
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: +1 212 401 8700
One Liberty Plaza, New York, New York 10006
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $.01 par value per share | NDAQ | The Nasdaq Stock Market | ||
1.75% Senior Notes due 2029 | NDAQ29 | The Nasdaq Stock Market |
Item 7.01. | Regulation FD Disclosure. |
On May 13, 2019, Nasdaq, Inc. (“Nasdaq”) issued a press release announcing that Nasdaq AB, an indirect subsidiary of Nasdaq, received approval of the Ministry of Finance in Norway as a suitable owner of Oslo Børs VPS Holding ASA (“Oslo Børs VPS”) and providing other information in connection with Nasdaq AB’s offer to acquire all of the issued shares of Oslo Børs VPS made pursuant to its offer document published on February 4, 2019, as amended by the announcement made on March 4, 2019.
A copy of the press release is attached to this Current Report on Form8-K as Exhibit 99.1 and is incorporated herein by reference.
The information set forth under “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 7.01. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed as part of this report:
Exhibit | Description | |
99.1 | Press release dated May 13, 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nasdaq, Inc. | ||
By: | /s/ Edward S. Knight | |
Name: | Edward S. Knight | |
Title: | Executive Vice President and | |
Global Chief Legal and Policy Officer |
Date: May 13, 2019