0000950170-23-058912.txt : 20231103
0000950170-23-058912.hdr.sgml : 20231103
20231103172259
ACCESSION NUMBER: 0000950170-23-058912
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231101
FILED AS OF DATE: 20231103
DATE AS OF CHANGE: 20231103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: THOMA BRAVO UGP, LLC
CENTRAL INDEX KEY: 0001813487
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38855
FILM NUMBER: 231377415
BUSINESS ADDRESS:
STREET 1: 110 N. WACKER DRIVE, 32ND FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: (312) 254-3300
MAIL ADDRESS:
STREET 1: 110 N. WACKER DRIVE, 32ND FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Adenza Parent, LP
CENTRAL INDEX KEY: 0001993263
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38855
FILM NUMBER: 231377416
BUSINESS ADDRESS:
STREET 1: ONE MARKET PLAZA, SPEAR TOWER
STREET 2: SUITE 2400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94150
BUSINESS PHONE: 415-263-3660
MAIL ADDRESS:
STREET 1: ONE MARKET PLAZA, SPEAR TOWER
STREET 2: SUITE 2400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94150
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NASDAQ, INC.
CENTRAL INDEX KEY: 0001120193
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200]
IRS NUMBER: 521165937
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 151 W. 42ND STREET
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 1 212 401 8700
MAIL ADDRESS:
STREET 1: 151 W. 42ND STREET
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: NASDAQ OMX GROUP, INC.
DATE OF NAME CHANGE: 20080227
FORMER COMPANY:
FORMER CONFORMED NAME: NASDAQ STOCK MARKET INC
DATE OF NAME CHANGE: 20010423
3
1
ownership.xml
3
X0206
3
2023-11-01
0
0001120193
NASDAQ, INC.
NDAQ
0001993263
Adenza Parent, LP
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO
IL
60606
true
false
true
false
0001813487
THOMA BRAVO UGP, LLC
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO
IL
60606
true
false
true
false
Common Stock, par value $0.01 per share
85608414
D
The securities reported herein were acquired pursuant to that certain Agreement and Plan of Merger dated as of June 10, 2023 (the "Merger Agreement"), by and among the Issuer, Argus Merger Sub 1, Inc., Argus Merger Sub 2, LLC, Adenza Holdings, Inc. ("Adenza") and Adenza Parent, LP ("Adenza Parent"). In connection with the closing of the transaction on November 1, 2023, Adenza Parent acquired 85,608,414 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Issuer and cash consideration in exchange for Adenza Parent's equity in Adenza. This amount represents 85,608,414 shares of Common Stock held directly by Adenza Parent.
Thoma Bravo UGP, LLC ("Thoma Bravo UGP") is the ultimate general partner of certain investment funds affiliated with Thoma Bravo UGP (the "Thoma Bravo Funds"), and the Thoma Bravo Funds and certain unaffiliated investors are limited partners of Adenza Parent. By virtue of the relationships described in this footnote, Thoma Bravo UGP may be deemed to beneficially own shares of Common Stock directly owned by Adenza Parent. The Thoma Bravo Funds and Thoma Bravo UGP disclaim beneficial ownership of the shares of Common Stock directly owned by Adenza Parent except to the extent of their pecuniary interest therein.
Holden Spaht currently serves as the representative of Thoma Bravo, L.P. ("Thoma Bravo"), an affiliate of Adenza Parent and Thoma Bravo UGP, on the board of directors of the Issuer, and therefore, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Adenza Parent and Thoma Bravo UGP may be deemed a director by deputization of the Issuer.
Adenza Parent, LP /s/ Holden Spaht By: Holden Spaht Title: Vice President
2023-11-03
Thoma Bravo UGP, LLC /s/ Holden Spaht By: Holden Spaht Title: Managing Partner
2023-11-03