Filing Details
- Accession Number:
- 0001140361-23-051587
- Form Type:
- 13D Filing
- Publication Date:
- 2023-11-05 19:00:00
- Filed By:
- Investor Ab
- Company:
- Nasdaq Inc. (NASDAQ:NDAQ)
- Filing Date:
- 2023-11-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Investor AB | 58,182,426 | 0 | 58,182,426 | 0 | 58,182,426 | 10.1% |
| Innax AB | 58,182,426 | 9 | 58,182,426 | 11 | 58,182,426 | 10.1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
NASDAQ, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
631103108
(CUSIP Number)
Petra Hedengran
Managing Director and General Counsel
Investor AB Arsenalsgatan 8C, SE-103 32
Stockholm, Sweden
+46 8 614 20 00
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copies to:
Alan M. Klein, Esq.
Edgar J. Lewandowski, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
November 3, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 631103108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Investor AB | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| N/A | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Sweden | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 58,182,426 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 58,182,426 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 58,182,426 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 10.1%* | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
* Based on 576,964,570 shares of common stock, $.01 par value per share (the "Common Stock") of Nasdaq, Inc. outstanding as of November 1, 2023, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 3, 2023.
2
CUSIP No. 631103108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Innax AB | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Sweden | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 58,182,426 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 58,182,426 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 58,182,426 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 10.1%* | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
* Based on 576,964,570 shares of common stock, $.01 par value per share (the "Common Stock") of Nasdaq, Inc. outstanding as of November 1, 2023, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 3, 2023.
3
This Amendment No. 6 to Schedule 13D relates to shares of common stock, par value $0.01 per share (the "Shares" or "Common Stock"), of Nasdaq, Inc., a Delaware corporation ("Nasdaq" or the
"Issuer"), and amends the initial statement on Schedule 13D, dated January 24, 2011, Amendment No. 1 to Schedule 13D, dated February 9, 2011, Amendment No. 2 to Schedule 13D, dated March 10, 2011, Amendment No. 3 to Schedule 13D, dated April 24,
2020, Amendment No. 4 to Schedule 13D, dated August 26, 2022 and Amendment No. 5 to Schedule 13D, dated December 16, 2022, filed by Investor AB and the other persons named therein (together with this Amendment No. 6, the “Schedule 13D”). Except as
specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
This Amendment No. 6 is being filed to update the aggregate percentage of the Issuer’s Common Stock beneficially owned by the Reporting Persons due to dilution caused by the Issuer’s issuance of
additional shares of Common Stock from time to time since the date of the filing of Amendment No. 5 and not in connection with a disposition of any Shares by the Reporting Persons.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule A attached hereto.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
(a) Each of Innax AB and Investor AB may be deemed to be the beneficial owner of the 58,182,426 Shares held by Innax AB which represents approximately 10.1% of the total number of outstanding Shares based on
576,964,570 outstanding Shares of the Issuer as of November 1, 2023, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 3, 2023.
4
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: November 6, 2023 | |
| INVESTOR AB | |
| By: | /s/ Petra Hedengran |
| Name: | Petra Hedengran |
| Title: | Managing Director and General Counsel |
| By: | /s/ Helena Saxon |
| Name: | Helena Saxon |
| Title: | Chief Financial Officer |
| INNAX AB | |
| By: | /s/ Anders Eckerwall |
| Name: | Anders Eckerwall |
| Title: | Managing Director |
| By: | /s/ Petra Hedengran |
| Name: | Petra Hedengran |
| Title: | Chairman |
SCHEDULE A
Directors and Executive Officers of Investor AB
| Name | Position | Citizenship | Present Principal Occupation | Business Address |
| Jacob Wallenberg | Chairman | Swedish | Chairman of the Board, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Johan Forssell | CEO, Director | Swedish | Chief Executive Officer, President, and Director, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Gunnar Brock | Director | Swedish | Director of various companies | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Tom Johnstone | Director | British | Director of various companies | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Magdalena Gerger | Director | Swedish | Director of various companies | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Grace Reksten Skaugen | Director | Norwegian | Director of various companies | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Hans Stråberg | Director | Swedish | Director of various companies | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Isabelle Kocher | Director | French | Director of various companies | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Marcus Wallenberg | Director | Swedish | Director of various companies | Arsenalsgatan 4, SE-103 22 Stockholm, Sweden |
| Sara Öhrvall Conradi | Director | Swedish | Chief Operating Officer, Axel Johnson | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Sven Nyman | Director | Swedish | Director of various companies | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Petra Hedengran | Managing Director | Swedish | General Counsel and Head of Corporate Governance and Compliance, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Helena Saxon | Managing Director | Swedish | Chief Financial Officer, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Daniel Nodhäll | Managing Director | Swedish | Head of Listed Core Investments, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Jacob Lund | Managing Director | Swedish and Norwegian | Head of Corporate Communication and Sustainability, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Jessica Häggström | Managing Director | Swedish | Head of Human Resources | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Christian Cederholm | Managing Director | Swedish | Head of Patricia Industries | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
Directors and Executive Officers of Innax AB
| Name | Position | Citizenship | Present Principal Occupation | Business Address |
| Petra Hedengran | Chairman | Swedish | General Counsel and Head of Corporate Governance and Compliance, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Anders Eckerwall | CEO, Managing Director | Swedish | Head of Finance, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |
| Malte S:t Cyr Ohm | Director | Swedish | Legal Counsel, Investor AB | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |