NASDAQ OMX GROUP, INC. 4
4 · NASDAQ OMX GROUP, INC. · Filed Dec 17, 2010
Insider Transaction Report
Form 4
Borse Dubai LTD
10% Owner
Transactions
- Sale
Common Stock
2010-12-16$21.71/sh−8,000,000$173,680,000→ 29,780,515 total - Sale
Common Stock
2010-12-16$21.82/sh−22,781,000$497,081,420→ 29,780,515 total
Footnotes (3)
- [F1]On December 16, 2010, Borse Dubai Limited ("Borse Dubai") entered into a Redemption and Sale Agreement (the "Redemption and Sale Agreement") with The NASDAQ OMX Group, Inc. ("Nasdaq"), setting forth the terms and conditions of the redemption by Nasdaq, and sale by Borse Dubai, of 22,781,000 shares of Nasdaq common stock (the "Shares") at a price of $21.82 per Share (the "Purchase Price" and such transaction, the "Redemption and Sale"). Under the terms of the Redemption and Sale Agreement, the closing of the Redemption and Sale will take place on December 21, 2010.
- [F2]Investment Corporation of Dubai is the majority shareholder of Borse Dubai. Investment Corporation of Dubai is therefore deemed to have beneficial ownership of all of the Non-Derivative Securities and Derivative Securities held by Borse Dubai. 12,120,148 Shares are held directly by Borse Dubai, after giving effect to the Redemption and Sale and the Purchase and Sale (as defined below). 17,660,367 Shares are held directly by Borse Dubai Nasdaq Share Trust (the "Trust"), of which Borse Dubai is the sole beneficial owner. As the sole beneficial owner of the Trust, Borse Dubai is therefore deemed to have indirect beneficial ownership of all the Shares held by the Trust. Borse Dubai is the direct and indirect beneficial owner of 29,780,515 Shares.
- [F3]On December 16, 2010, Borse Dubai entered into a Purchase and Sale Agreement (the "Purchase and Sale Agreement") with Nomura International plc ("Nomura"), setting forth the terms and conditions of the purchase by Nomura and sale by Borse Dubai, of 8,000,000 Shares at the Purchase Price less an arrangement fee (the "Purchase and Sale"). Under the terms of the Purchase and Sale Agreement, the closing of the Purchase and Sale will take place on December 21, 2010, simultaneously with the closing of the Redemption and Sale.