SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
The Nasdaq Stock Market, Inc.
(Name of Issuer)
Common Stock (par value $0.01 per share)
(Title of Class of Securities)
63110318
(CUSIP Number)
Magnus Billing, Esq.
OMX AB
Tullvaktsvägen 15
105 78 Stockholm, Sweden
(46) 8-405-60-00
Copies to:
Christopher E. Austin, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 6, 2007
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) 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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CUSIP No. 63110318 |
13D |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OMX AB | ||
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) o | ||
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SEC USE ONLY | ||
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SOURCE OF FUNDS OO | ||
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
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CITIZENSHIP OR PLACE OF ORGANIZATION Sweden | ||
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NUMBER OF SHARES BENEFICIALLY EACH REPORTING WITH |
7 |
SOLE VOTING POWER | |
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8 |
SHARED VOTING POWER | ||
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SOLE DISPOSITIVE POWER | ||
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10 |
SHARED DISPOSITIVE POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x | ||
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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TYPE OF REPORTING PERSON | ||
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2 |
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This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on June 4, 2007 (as amended, the “Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on August 29, 2007 and Amendment No. 2 to the Schedule 13D filed on September 21, 2007, relating to the common stock, par value $0.01 per share (the “Common Stock”), of The Nasdaq Stock Market, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Liberty Plaza, New York, NY 10006. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
The responses to Item 4 (Purpose of Transaction), Item 6 (Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer) and Item 7 (Material to be filed as Exhibits) are hereby amended as follows.
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Item 4. |
Purpose of Transaction. |
The response set forth in Item 4 of the Schedule 13D is hereby amended by adding to the end of Item 4 the following:
In furtherance of the transactions contemplated by the Supplement, on November 6, 2007, OMX executed three waivers (the “Waivers”) of the Voting Agreements pursuant to Section 7(a) of the Voting Agreements. The Waivers release the Securityholders from the voting obligations of Section 1 of the Voting Agreements at any Nasdaq stockholders’ meeting at which the issuance of Issuer’s shares in connection with the Offer is not also submitted for a vote by Nasdaq stockholders.
The foregoing description of the Waivers is qualified in its entirety by reference to the Waivers included as Exhibits 99.8, 99.9 and 99.10 to this Statement.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The response set forth in Item 6 of the Schedule 13D is hereby amended by adding to the end of Item 6 the following:
Exhibits 99.8, 99.9 and 99.10 are incorporated herein by reference.
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Item 7. |
Material to be filed as Exhibits. |
The response set forth in Item 7 of the Schedule 13D is hereby amended by adding to the end of Item 7 the following:
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99.8 |
Waiver dated November 6, 2007 to Securityholder Voting Agreement, dated May 25, 2007, by and between Hellman & Friedman Capital Partners IV, L.P., H&F International Partners IV-A, L.P., H&F International Partners IV-B, L.P., H&F Executive Fund IV, L.P. and OMX AB. |
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99.9 |
Waiver dated November 6, 2007 to Securityholder Voting Agreement, dated May 25, 2007, by and between Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.P. and OMX AB. |
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99.10 |
Waiver dated November 6, 2007 to Securityholder Voting Agreement, dated May 25, 2007, by and between Robert Greifeld and OMX AB. |
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SIGNATURE
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.
Date: November 6, 2007
| OMX AB | ||
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By: |
/s/ Magnus Billing |
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Name: Magnus Billing |
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Title: General Counsel |
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4 |
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OMX AB (publ)
Tullvaktsvägen 15
105 78 Stockholm, Sweden
November 6, 2007
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Hellman & Friedman Capital Partners IV, L. P., H&F International Partners IV-A, L.P., H&F International Partners IV-B, L.P. and H&F Executive Fund IV, L.P. One Maritime Plaza, 12th Floor San Francisco, CA 94111 |
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RE: |
Voting Agreement |
Ladies and Gentlemen:
Reference is made to the Voting Agreement (the "Voting Agreement"), dated May 25, 2007, between you and OMX AB (publ), a company organized under the laws of Sweden ("OMX"). Capitalized terms used in this letter but not otherwise defined have the meanings ascribed to them in the Voting Agreement. Pursuant to Section 7(a) of the Voting Agreement, OMX hereby waives compliance by you with Section 1 of the Voting Agreement at any meeting of Nasdaq's stockholders at which the issuance of the Consideration Shares is not also submitted for a vote by Nasdaq's stockholders.
| Very truly yours, | ||
| OMX AB (publ) | ||
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By: |
/s/ Magnus Böcker |
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Name: Magnus Böcker |
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Title: President and Chief Executive Officer |
OMX AB (publ)
Tullvaktsvägen 15
105 78 Stockholm, Sweden
November 6, 2007
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Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., Silver Lake Partners II TSA, L.P. and Silver Lake Technology Investors II, L.P. 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025 Attn: Karen M. King, General Counsel |
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RE: |
Voting Agreement |
Ladies and Gentlemen:
Reference is made to the Voting Agreement (the "Voting Agreement"), dated May 25, 2007, between you and OMX AB (publ), a company organized under the laws of Sweden ("OMX"). Capitalized terms used in this letter but not otherwise defined have the meanings ascribed to them in the Voting Agreement. Pursuant to Section 7(a) of the Voting Agreement, OMX hereby waives compliance by you with Section 1 of the Voting Agreement at any meeting of Nasdaq's stockholders at which the issuance of the Consideration Shares is not also submitted for a vote by Nasdaq's stockholders.
| Very truly yours, | ||
| OMX AB (publ) | ||
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By: |
/s/ Magnus Böcker |
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Name: Magnus Böcker |
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Title: President and Chief Executive Officer |
OMX AB (publ)
Tullvaktsvägen 15
105 78 Stockholm, Sweden
November 6, 2007
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Robert Greifeld The Nasdaq Stock Market, Inc. One Liberty Plaza New York, NY 10006 |
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RE: |
Voting Agreement |
Dear Robert:
Reference is made to the Voting Agreement (the "Voting Agreement"), dated May 25, 2007, between you and OMX AB (publ), a company organized under the laws of Sweden ("OMX"). Capitalized terms used in this letter but not otherwise defined have the meanings ascribed to them in the Voting Agreement. Pursuant to Section 7(a) of the Voting Agreement, OMX hereby waives compliance by you with Section 1 of the Voting Agreement at any meeting of Nasdaq's stockholders at which the issuance of the Consideration Shares is not also submitted for a vote by Nasdaq's stockholders.
| Very truly yours, | ||
| OMX AB (publ) | ||
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By: |
/s/ Magnus Böcker |
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Name: Magnus Böcker |
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Title: President and Chief Executive Officer |