SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

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

 

April 23, 2020

(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).

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* Based on 164,347,798 outstanding Shares of the Issuer as of March 23, 2020, as disclosed by the Issuer in its Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2020.

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
			19,394,142
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			19,394,142
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,394,142
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)
	11.8%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Based on 164,347,798 outstanding Shares of the Issuer as of March 23, 2020, as disclosed by the Issuer in its Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2020.

This Amendment No. 3 to Schedule 13D relates to shares of common stock, par value $0.01 per share, of Nasdaq, Inc., a Delaware corporation, and amends the initial statement on Schedule 13D, dated January 24, 2011, Amendment No. 1 to Schedule 13D, dated February 9, 2011 and Amendment No. 2 to Schedule 13D, dated March 10, 2011, filed by Investor AB and the other persons named therein (together, the “Prior Statement” and, together with this Amendment No. 3, the “Schedule 13D”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prior Statement.

This Amendment No. 3 is being filed to reflect the change of name of the record holder of the Shares, from Patricia Holding AB to Innax AB.  All references to Patricia Holding AB in the Prior Statement are hereby amended to refer instead to Innax AB.

Item 1 of this Schedule 13D is hereby amended and restated as follows:

This Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Shares”) of NASDAQ, Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 151 W. 42nd Street, New York, New York 10036.

Item 2 of this Schedule 13D is hereby amended and restated as follows:

This Schedule 13D is being filed jointly on behalf of Investor AB and Innax AB (formerly known as Patricia Holding AB) (each a “Reporting Person”).  The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 6 hereto.  Innax AB, which holds the Shares reported in this Schedule 13D, is 100% owned and controlled by Investor AB.

The address of each of the Reporting Persons is Arsenalsgatan 8C, S-103 32, Stockholm, Sweden.  Each of the Reporting Persons is organized under the laws of Sweden.  Investor AB is a publicly held limited liability company engaged principally in business as a diversified industrial holding company.  Innax AB is engaged principally in the business of making investments in securities.

The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and control persons of each of the Reporting Persons is set forth on Schedule A hereto.

During the last five years, none of the Reporting Persons has, and to the best of the Reporting Persons’ knowledge and belief, no person named in Schedule A hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Item 3 of this Schedule 13D is hereby amended and supplemented as follows:

The additional 1,390,000 Shares acquired since the date of filing of Amendment No. 2 to Schedule 13D were acquired in open market transactions for an aggregate purchase price of approximately $31.4 million.  The funds used in making the purchases of such additional Shares came from the general assets of Innax AB.

Item 4 of this Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons acquired the Shares reported herein as part of their ordinary course investment activities and intend to review on a continuing basis their investment in the Issuer.  Depending on their review and evaluation of the business and prospects of the Issuer and the price level of the Shares, or such other factors as they may deem relevant, the Reporting Persons may acquire additional Shares; may sell all or any part of their Shares pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), in privately negotiated transactions or in sales registered or exempt from registration under the Securities Act; may transfer shares to affiliated entities or may engage in any combination of the foregoing.  Subject to applicable law and contractual limitations, the Reporting Persons may enter into derivative transactions, margin loans, hedging transactions or alternative structures with respect to the Shares.  Any open market or privately negotiated purchases, sales, distributions or other transactions may be made at any time without additional prior notice.  Any alternative that the Reporting Persons may pursue will depend upon a variety of factors, including without limitation, current and anticipated future trading prices of the Shares, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors.

As a result of the Reporting Persons’ ongoing review and evaluation of the business of the Issuer, the Reporting Persons may communicate with the Board of Directors, members of management and/or other stockholders of the Issuer from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board of Directors to create stockholder value.

In accordance with the terms of the Nasdaq Stockholders’ Agreement, Mr. Jacob Wallenberg, Chairman of Investor AB, was appointed as a member of the Board of Directors of the Issuer in April 2018.  As a Director of the Issuer, Mr. Wallenberg may have influence over the corporate activities of the Issuer, including activities that may relate to transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.  As a member of the Board of Directors of the Issuer, Mr. Wallenberg is eligible to receive annual equity awards pursuant to the Issuer’s non-employee director compensation program.  Mr. Börje E. Ekholm, former President and Chief Executive Officer of Investor AB, no longer serves as a member of the Board of Directors of the Issuer.

Item 5.

Interest in Securities of the Issuer

Item 5 of this 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 19,394,142 Shares held by Innax AB (approximately 11.8% of the total number of outstanding Shares based on 164,347,798 outstanding Shares of the Issuer as of March 23, 2020, as disclosed by the Issuer in its Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2020).

(b)         Each of Innax AB and Investor AB may be deemed to have the sole power to direct the voting and disposition of the 19,394,142 Shares held by Innax AB.

(c)         To the best knowledge of the Reporting Persons, no transactions in the Shares have been effected in the past 60 days by any of the Reporting Persons or any of the other entities or individuals named in response to Item 2 hereof.

(d)          To the best knowledge of the Reporting Person, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e)          Not applicable.

Item 7.

Materials to Be Filed as Exhibits

Item 7 of this Schedule 13D is hereby amended and supplemented as follows:

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:  April 24, 2020

SCHEDULE A

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