SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
THE NASDAQ STOCK MARKET, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
631103
(CUSIP Number)
December 31, 2004
February 9, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
|X| Rule 13d-1(d)
Page 1 of 5 Pages
SCHEDULE 13G
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CUSIP No. 631103 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The National Association of Securities Dealers, Inc.
IRS # 53-0088710
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
Not applicable
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
26,638,996
--------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,983,428
WITH --------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,638,996
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
33.7%
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12 TYPE OF REPORTING PERSON
OO
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Page 2 of 5 Pages
SCHEDULE 13G
Item 1 (a) Name of Issuer:
The Nasdaq Stock Market, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
One Liberty Plaza
New York, New York 10006
Item 2 (a) Name of Person Filing:
The National Association of Securities Dealers, Inc.
Item 2 (b) Address of Principal Business Office:
1735 K Street, N.W.
Washington, DC 20006
Item 2 (c) Citizenship:
Delaware
Item 2 (d) Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2 (e) CUSIP Number:
631103
Item 3 Not Applicable
Item 4 Ownership:
(a) Amount Beneficially Owned: 26,638,996
(b) Percent of Class: 33.7%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote:
26,638,996
(ii) Shared power to vote or to direct the vote:
Not applicable
(iii) Sole power to dispose or to direct the disposition
of: 4,983,428
(iv) Shared power to dispose or to direct the
disposition of: Not applicable
As of December 31, 2004, the National Association of
Securities Dealers, Inc. ("NASD") had issued and outstanding
10,806,494 warrants ("Warrants") to purchase up to an
aggregate of 43,225,976 shares of The Nasdaq Stock Market,
Inc.'s ("Nasdaq") common stock, par value $0.01
Page 3 of 5 Pages
per share (the "Common Stock"), held by or on behalf of NASD.
Each Warrant is exercisable for one share of Common Stock in
each of four consecutive exercise periods of approximately
one-year each (the first exercise period expired at the close
of business on June 27, 2003, and the second period expired at
the close of business on June 30, 2004).
Until Nasdaq is registered as an exchange ("Exchange
Registration"), the shares of Common Stock underlying the
Warrants are subject to a voting trust agreement (the "Voting
Trust") whereby a voting trustee will vote all shares of
Common Stock underlying unexpired and unexercised Warrants, as
well as those shares sold upon the exercise of Warrants, as
directed by NASD. The ability of a holder of Common Stock
purchased through the exercise of a Warrant to dispose of the
economic interest in such stock is not affected by the Voting
Trust.
As of December 31, 2004, the 43,225,976 shares of Common Stock
beneficially owned by NASD was composed of the following:
o 21,570,408 shares of Common Stock that were subject to
unexercised expired Warrants. Such shares were owned by
NASD and not subject to the Voting Trust. NASD had sole
dispositive and voting power over such shares.
o 42,580 shares of Common Stock that were sold upon
exercise of Warrants. As a consequence of the Voting
Trust, NASD retains voting power over such shares until
Exchange Registration, but has no economic interest in
such shares. Dispositive power over such shares is held
by their record holders.
o 21,612,988 shares of Common Stock that are subject to
unexercised unexpired Warrants. NASD may be deemed to
have voting power over these shares until Exchange
Registration through the Voting Trust, but does not have
dispositive power over any of these shares until the
applicable exercise period of the Warrants expires.
10,806,494 of these shares can be purchased by Warrant
holders through the close of business on June 28, 2005,
the date on which the third exercise period expires. The
remaining 10,806,494 shares can be purchased by Warrant
holders from June 29, 2005 through the close of business
on June 28, 2006, the date on which the fourth exercise
period expires.
On February 9, 2005, NASD entered into an underwriting
agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Credit Suisse First Boston LLC providing for
the sale by NASD of 14,000,000 of the 21,570,408 shares of
Common Stock that were subject to unexercised expired Warrants
in a registered public offering. The underwriters also
exercised their overallotment option to purchase from NASD an
additional 2,586,980 shares pursuant to the underwriting
agreement. The sale of these 16,586,980 shares is scheduled to
close February 15, 2005.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Page 4 of 5 Pages
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
Not Applicable
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.
Dated: February 14, 2005
/s/ Todd T. Diganci
---------------------------
Signature
Name: Todd T. Diganci
Title: Executive Vice President and Chief Financial Officer
Page 5 of 5 Pages