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